FIRM DESCRIPTION AND PRINCIPAL OWNERS Capital Planning, LLC (hereinafter “CPC” or the “firm” or “we”) is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser. The services provided by CPC were previously offered by the firm’s predecessor Capital Planning Corp. CPC succeeded to the investment advisory business of Capital Planning Corp in January 2014. The following individuals represent the ownership group of CPC. Michael D. Miller, through M3 Holdings Corp owns approximately 80% of CPC; Mr. Miller’s ownership represents a controlling interest. James E. Kelley owns approximately 20% of CPC. TYPES OF ADVISORY SERVICES Capital Planning, LLC offers a variety of investment advisory services on a fee basis to individuals, families, and their related entities, trusts and estates, and businesses. Capital Planning, LLC’s services include Wealth Management, Investment Management, and Financial Planning and Consulting. Prior to providing advisory services, clients are required to enter into a written agreement with Capital Planning, LLC setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. To commence the investment advisory process, CPC will ascertain each client’s investment objective(s) and then allocate the client’s assets consistent with the client’s designated investment objective(s). Once allocated, CPC provides ongoing supervision of the account(s). WEALTH MANAGEMENT SERVICES Capital Planning, LLC’s Wealth Management Service is a combination of our Investment Management and Financial Planning services. Our approach is to provide clients with unbiased and objective advice based on the following integrated principals: clarity, capability, collaboration, and confidence. We lead clients through a four phase strategic process that systematically addresses eight key components of their financial life. Four phase approach: Wealth Assessment An in-depth assessment to identify goals and objectives, uncover critical planning gaps and opportunities in the eight key components, establish priorities, and schedule an implementation timeline. Eight Key Components:
• Goals and Objectives
• Cash Flow Planning
• Compensation and Benefits
• Investment Management
• Tax Planning
• Risk Management
• Estate Planning
• Wealth Administration Customized Solutions We present recommendations to clients that are developed based on their goals, long-term vision, and the planning gaps and opportunities identified to help them work toward achieving their goals and objectives. Implementation A client’s customized solutions are implemented by following an intentional, integrated, and thoughtful wealth plan. Wealth Plan Monitoring Wealth plans are reviewed with clients in periodic meetings and adjusted as necessary. We recommend outside professionals when clients require services we don’t offer. Outside professionals are engaged by clients directly and those services are separate from our services. For further details on our Wealth Management Services, please see the next two sections below on Investment Management Services and Financial Planning Services. Please Note: CPC believes that it is important for the client to address financial planning issues on an ongoing basis. CPC’s advisory fee, as set forth at Item 5 FEES & COMPENSATION below, will remain the same regardless of whether or not a client determines to address financial planning issues with CPC. INVESTMENT MANAGEMENT SERVICES Our approach for Investment Management Services seeks to put our clients in a position to capture returns from market growth over time. We utilize our investment strategies to design strategic portfolios in which the overall asset allocation may change in different market environments in an effort to maintain attractive risk and return characteristics. We use a seven step process to uncover your goals, objectives, and concerns. This systematic approach provides the foundation to develop your strategically focused investment portfolio. Seven step approach: Plan We work with clients to understand their overall investment vision, goals, and objectives. Determine We help clients to determine return objectives, risk temperament, time horizon, income needs, tax and social sensitivity, and other objectives to develop an investment profile. Develop A client’s investment plan is developed based on their investment profile with key elements recorded in their Total Portfolio Investment Objective statement. Implement A client’s plan will be implemented with a diversified investment portfolio selected from traditional and alternative investment strategies. Monitor We monitor clients’ objectives and recommend or make adjustments as needed to maintain their Total Portfolio Investment Objective. Report We make available web-based solutions that provide performance, income, and tax reporting data. Update We remain available to meet with our clients on a regular basis to review their portfolio and adjust investment objectives as necessary. Investment Strategies: CPC Models Clients may choose to invest in a CPC Model that has investment objectives consistent with their goals and objectives. We work with our clients to select a CPC Model or a combination of CPC Models. CPC Models provide clients access to a variety of investment strategies managed by our Investment Policy Committee. We design our Models according to pre-established goals for each Model and manage the models according to those goals rather than the individual goals of clients. CPC provides ongoing monitoring and review of performance, asset allocation and client investment objectives. Client accounts may include mutual funds, exchange-traded funds (ETFs), stocks, bonds, notes, real estate investment trusts (REITS), options and futures, among other investments. CPC Custom Models Clients may choose to invest in a custom model that has investment objectives consistent with their goals and objectives. Capital Planning may create customized investment solutions for a particular client. Each model is initially designed to meet a particular investment goal which has been determined to be suitable to a client’s circumstances. Once the appropriate model has been determined, we review the model and rebalance the account based upon the client’s individual need, stated goal, and objectives. CPC Variable Annuity Models We offer a no-load fee based RIA Variable Annuity which allows CPC, in conjunction with the Nationwide Annuity platform (“Nationwide”), to manage client assets in the investment sub-accounts. CPC manages the Nationwide sub-accounts in accordance with strategies similar to those listed above in CPC Models. When offering this service, CPC either directs or recommends the allocation of client assets among the various investment alternatives that comprise the variable annuity product. The client assets shall be maintained at the specific insurance company that issued the variable annuity product which is owned by the client. Please Note: When requested to provide advisory services with respect to a variable annuity, Capital Planning’s advice may be limited to the investment alternatives provided by the variable annuity. Managed Programs/Independent Managers Clients may choose to invest in a Managed Program that has investment objectives consistent with their goals and objectives. Managed programs provide clients access to a variety of investment strategies managed by third party money managers or sub-advisers (unaffiliated investment managers or “Independent Managers”). Independent Managers have the day-to-day responsibility for the active discretionary management of the client’s assets. We continue to render investment supervisory services to the client relative to the ongoing monitoring and review of client’s account performance, asset allocation, and investment objectives. Factors which we consider in recommending Independent Managers include the client’s designated investment objective(s), and the manager’s management style, performance, reputation, financial strength, reporting capabilities, pricing structure, and published research. A client is under no obligation to engage an Independent Manager. The investment management fee charged by the designated Independent Manager is exclusive of and in addition to our advisory fee as set forth in the fee schedule at Item 5 FEES & COMPENSATION. Fees will be disclosed to the client before entering into a separate agreement with the Independent Manager, including related terms and conditions. Client accounts may include mutual funds, exchange-traded funds (ETFs), stocks, bonds, notes, real estate investment trusts (REITs), options and futures, among other investments. Reporting Plus Services Reporting Plus Services enables CPC to provide reporting, trading, and administrative services for client accounts. We work with the client to establish the new account and facilitate the transfer of securities to a custodian we can work with. These accounts are managed by CPC and are provided as a courtesy for clients. Reporting Plus Services accounts are usually only offered to clients who have other investment strategies with CPC under Wealth Management and Investment Management services. A separate fee is charged for each account annually. See Item 5 FEES AND COMPENSATION. Discretion regarding CPC Models and/or Managed Programs. On an ongoing basis, CPC monitors the performance of the Independent Managers, ETFs, and mutual funds. If we determine that one or more of these third parties is not providing sufficient management services to the client or is not managing the client's assets in a manner consistent with that client's investment objectives and approved strategy, we may select a different mutual fund, ETF or Independent Manager to manage the client’s assets. Under this scenario, CPC retains the discretion to hire and fire each Independent Manager and buy or sell mutual funds and ETFs. In addition, CPC monitors clients’ accounts with respect to holdings such as stock, bonds, notes, and other securities that were transferred in from the client’s other accounts or remain following termination of a prior Independent Manager. CPC retains the discretion to buy, sell or hold these assets. Socially Responsible ESG Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not, and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are limited when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by CPC), there can be no assurance that investment in ESG securities or funds will be profitable, or prove successful. CPC does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. If implemented, CPC shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. Asset Based Pricing Limitations. We may recommend that our clients enter into an asset based pricing agreement with the account custodian. Under an asset based pricing arrangement, the amount that a client will pay the custodian for account commission/transaction fees is based upon a percentage (%) of the market value of the account, generally expressed in basis points. One basis point is equal to one one-hundredth of one percent (1/100th of 1%, or 0.01%, or 0.0001). Generally, the greater the market value, the lower the percent. This differs from transaction based pricing which assesses a separate commission/transaction fee against your account for each account transaction. Account investment decisions are driven by security selection and anticipated market conditions and not the amount of transaction fees payable by you to the account custodian. We do not receive any portion of the asset based fees payable by you to the account custodian. We believe that certain clients may benefit from an asset based pricing arrangement. Requests can be submitted to the custodian to switch from asset based pricing to transaction based pricing. However, there can be no assurance that the volume of transactions will be consistent from year-to-year given changes in market events and security selection. Therefore, using transaction-based pricing could result in higher expenses when compared to asset- based pricing. Portfolio Activity. Capital Planning has a fiduciary duty to provide services consistent with the client’s best interest. As part of our investment advisory services, we review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and or a change in a client’s investment objective. Based on these factors, there may be extended periods of time when we determine that changes to a client’s portfolio are neither necessary nor prudent. Clients remain subject to the fees described in Item 5 FEES & COMPENSATION during periods of account inactivity. Client Customized Accounts and Restrictions. Client portfolios and accounts may be customized based on their investment objectives. Clients may make requests or make suggestions regarding the investments made in their overall portfolio or in specific accounts. If a client requests a restriction on trading that, in our opinion, is not in their best interest and we are unable to honor, if forced, it may result in the termination of our agreement. Retirement Rollovers. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could result in adverse tax consequences). If CPC recommends that a client roll over their retirement plan assets into an account to be managed by CPC, such a recommendation creates a conflict of interest if CPC will earn new (or increase its current) compensation as a result of the rollover. When acting in such capacity, CPC serves as a fiduciary under the Employee Retirement Income Security Act (ERISA), or the Internal Revenue Code, or both, which are the laws governing retirement plans. No client is under any obligation to rollover retirement plan assets from an employer retirement plan or an existing IRA to an account managed by CPC. CPC’s Chief Compliance Officer, Michael D. Miller, CFP®, ChFC®, AAMS™, remains available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Custodian Charges-Additional Fees. When requested to recommend a broker-dealer/custodian for client accounts, CPC generally recommends that Charles Schwab and Co., Inc.(“Schwab”) serve as the broker- dealer/custodian for client investment management assets. Broker-dealers such as Schwab may charge brokerage commissions, transaction, and/or other fees for effecting certain types of securities transactions. CPC does not receive any portion of these fees/charges. The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian that is selected. Please Note:

there can be no assurance that Schwab will not change their transaction fee pricing in the future. Schwab may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. When beneficial to the client, individual fixed‐income and/or equity transactions may be effected through broker‐dealers with whom CPC and or the client have entered into arrangements for prime brokerage clearing services, including effecting certain client transactions through other SEC registered and FINRA member broker‐dealers. These fees/charges are in addition to CPC’s investment advisory fee as noted in Item 5 FEES & COMPENSATION. Disclosure Statement. A copy of the CPC’s written Brochure and Client Relationship Summary, as set forth on Part 2 of Form ADV and Form CRS, shall be provided to each client prior to the execution of any advisory agreement. Fees/Compensation. Schwab, like some competitors with similar pricing arrangements, does require cash proceeds be automatically swept into a proprietary or affiliated money market mutual fund or cash sweeps account. Such proprietary cash features, including affiliated bank sweeps or money fund sweeps, do not provide the highest return available. Idle Assets/Cash Positions. At any time, and for a substantial length of time, we may hold a significant portion of a client’s assets in cash or money market mutual funds for defensive purposes depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur). Investments in these assets may cause a client to miss out on upswings in the markets. Depending upon current yields, at any point in time, CPC’s advisory fee could exceed the interest paid by the client’s cash or money market fund. Unless we expressly agree otherwise in writing, account assets consisting of cash and money market mutual funds are included in the value of an account’s assets for purposes of calculation of our fees. Cash Sweep Accounts. Schwab, as account custodian, generally requires that cash proceeds from account transactions or cash deposits be swept into and/or initially maintained in the custodian’s proprietary Bank Sweep feature. The yield on the sweep account is generally lower than those available in money market accounts. To help mitigate this issue, CPC shall generally purchase a higher yielding money market fund available on the custodian’s platform with cash proceeds or deposits, unless CPC reasonably anticipates that it will utilize the cash proceeds during the subsequent period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to, the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within CPC’s actively managed investment strategy (the cash balances that generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any of CPCs unmanaged accounts. Wrap Fee Program. CPC does not participate in a wrap fee program. Cybersecurity Risk. The information technology systems and networks that CPC and its third-party service providers use to provide services to CPC’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in CPC’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and CPC are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although CPC has established its processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that CPC does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. FINANCIAL PLANNING SERVICES Capital Planning offers a broad range of financial planning services for clients. The planning considers your assets, liabilities, goals, objectives, and includes gathering information necessary to provide you with appropriate and agreed upon services, which may include recommendations on one or more of the following:
• Establishing Goals and Priorities
• Financial Objectives Monitoring
• Capital Needs Analysis (Goal Funding)
• Budget and Cash Flow Planning
• Debt and Liability Analysis
• Educational Funding
• Retirement Planning & Feasibility Report
• Executive Compensation Planning
• Comparative Executive Compensation Reviews
• Employee Stock Option Planning
• Investment Planning
• Tax Planning
• Risk Management Planning (Life and Disability Insurance)
• Estate & Trust Planning
• Charitable Gift Planning
• Business Planning
• Insurance Planning Our Financial Planning Service includes all, or part of, the following process: Gathering Information We work with clients to mutually define their objectives prior to making recommendations. We endeavor to collect sufficient information to understand the resources and objectives of clients. We use interviews, questionnaires, and data collection forms to establish client’s goals and objectives. Analyzing and Evaluating Goals and Objectives We employ various tools to help analyze a client's information and gain an understanding of their goals and objectives. We may use the client’s information to create models and illustrations for analysis. Our analysis helps us form opinions regarding whether or not the client’s objectives may be met by their resources and current course of action. Developing and Presenting Recommendations We develop, and present recommendations designed to help clients work toward achieving their goals and objectives. Our recommendations may include our Wealth Management, Investment Management, and or Financial Planning and Consulting services. See more below on Limitations. We may present our analysis through verbal, electronic or written formats. Implementing Recommendations We work with clients to mutually agree on appropriate recommendations for implementation. Clients are under no obligation to implement any recommendation we offer. We confirm our understanding and respective responsibilities in signed agreements. Monitoring Changes In order to ensure that our initial determination of appropriate recommendations continues to be suitable for clients, we maintain relevant client information pertaining to their objectives and risk tolerance. Clients should notify us immediately of any change in their goals and objectives. Outside Professionals We may recommend outside professionals when clients require services we don’t offer. Outside professionals are engaged by clients directly and those services are separate from our services. Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. As indicated above, to the extent requested by the client, we will provide financial planning, and related consulting services regarding non-investment related matters, such as tax and estate planning. We do not serve as an attorney or accountant, and no portion of our services should be construed as legal or accounting services. To the extent requested by a client, we may recommend the services of other professionals for certain non-investment implementation purposes (e.g., attorneys, accountants, insurance, etc.), including Michael D. Miller, CFP®, ChFC®, AAMS™, in his capacity as a licensed insurance agent. The client is under no obligation to engage the services of any recommended professional. The client retains absolute discretion over all implementation decisions and is free to accept or reject any recommendation from us. If the client engages any recommended unaffiliated professional, and a dispute arises, the client agrees to seek recourse exclusively from the engaged professional. If, and when, we are involved in a specific matter (e.g., estate planning, insurance, accounting-related engagement, etc.), it is the engaged licensed professionals (e.g., attorney, accountant, insurance agent, etc.), and not our firm, that is responsible for the quality and competency of the services provided. Margin/Securities Based Loans. CPC does not generally recommend the use of margin loans or securities based loans (collectively, “SBLs”) as an investment strategy, in which the client would leverage borrowed assets as collateral for the purchase of additional securities. However, CPC may recommend that a client establish a margin account with the client’s broker-dealer/custodian or their affiliated banks (each, an “SBL Lender”) to access SBLs for financial planning and cash flow management purposes. For example, CPC may deem it advisable for a client to borrow money on margin to pay bills or other expenses such as financing the purchase, construction, or maintenance of a real estate project. Unlike a traditional real estate-backed loan, an SBL has the potential benefit of enabling borrowers: access to funds in a shorter period of time; providing greater repayment flexibility; and may also result in the borrower receiving certain tax benefits. Clients interested in learning more about the potential tax benefits of borrowing money on margin should consult with an accountant or tax advisor. The terms and conditions of each SBL are contained in a separate agreement between the client and the SBL Lender selected by the client. Terms and conditions may vary from client to client. Borrowing funds on margin is not suitable for all clients and is subject to certain risks, including but not limited to: increased market risk, increased risk of loss, especially in the event of a significant downturn; liquidity risk; the potential obligation to post collateral or repay the SBL if the SBL Lender determines that the value of collateralized securities is no longer sufficient to support the value of the SBL; the risk that the SBL Lender may liquidate the client’s securities to satisfy its demand for additional collateral or repayment; the risk that the SBL Lender may terminate the SBL at any time. Before agreeing to participate in an SBL program, clients should carefully review the applicable SBL agreement and all risk disclosures provided by the SBL Lender including the initial margin and maintenance requirements for the specific program in which the client enrolls, and the procedures for issuing “margin calls” and liquidating securities and other assets in the client’s accounts. Clients may contact CPC’s Chief Compliance Officer Michael D. Miller, CFP®, ChFC®, AAMS™, with any questions regarding the use of SBLs. Excluded Assets & Reporting Only Services. CPC, in conjunction with the services provided by Envestnet, and eMoney Advisor, may also provide periodic reporting services in an effort to include all of the client’s investment assets, including those investment assets that are not part of the assets managed by CPC (“Excluded Assets”). The client and/or their other advisors that maintain trading authority, and not CPC, shall be exclusively responsible for the investment performance of the Excluded Assets. Unless otherwise specifically agreed to, in writing, CPC’s service relative to the Excluded Assets is limited to reporting only, which is referred to as our Reporting Only Services. As such, CPC does not maintain any trading authority for the Excluded Assets. Rather, the client and/or the client’s designated other investment professional(s) maintain supervision, monitoring and trading authority for the Excluded Assets. If CPC is asked to make a recommendation as to any Excluded Assets, the client is under absolutely no obligation to accept the recommendation, and CPC shall not be responsible for any implementation error (e.g., timing, trading, etc.) relative to the Excluded Assets. Client Retirement Plan Assets. CPC can provide investment advisory services relative to 401(k) plan assets maintained by the client in conjunction with the retirement plan established by the client’s employer. In such event, CPC shall recommend that the client allocate the retirement account assets among the investment options available on the 401(k) platform. CPC’s ability shall be limited to the allocation of the assets among the investment alternatives available through the plan. CPC will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify CPC of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Client Obligations. We are not required to, and we generally will not, verify any information received from clients or their other professionals and are authorized to rely on the information in our possession. Clients are responsible for promptly notifying us if there is ever any change in their financial situation or investment objectives so that we can review, and if necessary, revise our previous recommendations or services. CONSULTING SERVICES We may provide clients with one or more types of Consulting Services including Personal/Business Consulting, Family Legacy Planning or Reporting Only. Personal/Business Consulting is offered as client needs dictate and may include advice on isolated areas of concern for securities and non-security related matters. Investment Allocation Consulting is offered as client needs dictate and includes investment consulting and asset allocation recommendations on accounts not held with Capital Planning, LLC (referred to as “Excluded Assets”). Family Legacy Planning is a service that helps clients create an estate and legacy plan including multiple generations. Reporting Only Services enables us to report on client accounts that are held with custodians, institutions, and/or broker/dealers where CPC does not have an established relationship. These accounts are referred to as “held away” and these assets are referred to as “Excluded Assets”. We create a link to these accounts using software provided by unaffiliated third parties (currently eMoney Advisor and Envestnet Asset Management) in order to calculate the investment performance of the accounts and/or consolidate the account values with the client’s other assets. Reporting Only Services are limited to reporting investment performance and values, and subject to certain limitations of the third party software providers. We do not service, trade, administer or manage these accounts. Reporting Only Service accounts have a separate annual fee per account. To the extent that reporting software, such as eMoney, provides clients with access to other types of financial planning tools and information, including financial planning concepts, access to use of such tools or information should not, in any manner whatsoever, be construed as services, advice or recommendations provided by CPC. Seminars & Webinars We provide educational seminars and webinars on various topics including retirement planning, investment planning, annual enrollment and benefit compensation, estate planning, and charitable giving. Any investment information provided in seminars and webinars is educational in nature and does not purport to meet the objectives or needs of any particular attendee. Our seminars and webinars are typically sponsored by select groups and at times, may be open to the public. Amount of Managed Assets As of December 31, 2023, we actively manage approximately $549,366,088 of Clients’ assets on a discretionary basis and $0 of Clients’ assets on a non-discretionary basis.