SWIFTWATER CAPITAL

Item 1: Cover Page Payne Capital LLC doing business as Swiftwater Capital PO Box 959 Lake Oswego, OR 97034 971-453-0130 www.Swiftwater.capital Form ADV Part 2A – Firm Brochure Updated: January 1, 2026 This Brochure provides information about the qualifications and business practices of Swiftwater Capital. If you have questions about the contents of this Brochure, please contact us at 971-453-0130 or service@Swiftwater.capital. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Swiftwater Capital is a registered investment adviser. Registration does not imply a certain level of skill or training. Additional information about Swiftwater Capital also is available on the SEC’s website at www.adviserinfo.sec.gov, which can be found using the firm’s CRD#: 329458.  Item 2: Material Changes In April 2025, Payne Capital LLC first filed for registration as an investment advisor. Since then, several material changes have occurred, requiring an update to this disclosure document. 1. Swiftwater Capital is an assumed business name for Payne Capital LLC. A registration of the assumed business name and its use is on file with the State of Oregon Corporation Division. 2. As of July 1, 2025, Fred Payne, owner of Swiftwater Capital and its Chief Compliance Officer, is no longer affiliated with Northwest Capital Management, Inc., nor Carson Wealth (CWM, LLC). 3. As of December 2025, Swiftwater Capital is now registered with the Securities and Exchange Commission. Our initial advisory registration had been with the State of Oregon Division of Financial Regulation. Once our assets under management exceeded $110 million, SEC registration was required. 4. For increased security purposes, our mailing address has changed to reflect the use of a USPS mailbox: PO Box 959, Lake Oswego, OR 97034. 5. Services to clients have been expanded to include: a. The advice of a Swiftwater Staff attorney and a Staff CPA as a part of our financial and estate planning services; b. Auditing the planning and the documentation required to transfer one’s financial management because of diminished capacity or death; c. Support for clients who access Internet resources to prepare various estate planning documents, e.g., wills, trusts, powers-of-attorney, and health care directives; d. An enhanced software and staff capability to analyze personal tax returns and advise on current year and future income tax ramifications given various scenarios, e.g., ROTH conversions and charitable giving; and e. Consulting to employers of qualified retirement plans subject to the Employee Retirement Income Security Act of 1974, but only if the company sponsor is owned by a wealth management Client.  Item 3: Table of Contents Item 1: Cover Page 1 Item 2: Material Changes 2 Item 3: Table of Contents 3 Item 4: Advisory Business 4 Item 5: Fees and Compensation 8 Item 6: Performance-Based Fees and Side-By-Side Management 11 Item 7: Types of Clients 11 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss 12 Item 9: Disciplinary Information 15 Item 10: Other Financial Industry Activities and Affiliations 15 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 16 Item 12: Brokerage Practices 17 Item 13: Review of Accounts 20 Item 14: Client Referrals and Other Compensation 20 Item 15: Custody 20 Item 16: Investment Discretion 21 Item 17: Voting Client Securities 22 Item 18: Financial Information 22  Item 4: Advisory Business Description of Advisory Firm Payne Capital LLC dba Swiftwater Capital is an Investment Adviser with headquarters in Oregon. We are a limited liability company and began operations on July 1, 2025. Frederick Payne is the sole owner and the Chief Compliance Officer (“CCO”). As used in this brochure, the words “Swiftwater”, "we", "our firm", and "us" refer to Payne Capital LLC dba Swiftwater Capital; the words "you", "your", and "Client" refer to you as either a Client or prospective client of our firm. Types of Advisory Services Swiftwater Capital is a fee-only firm. We do not receive commissions or revenue sharing of any sort; our only compensation is paid directly by you. We offer Cash Flow Studies, Investment Management Services, and support for estate planning and administration. We specialize in services to people who are near or in retirement, and especially to investors concerned about the challenges of transferring their estate’s financial and legal management to a successor, beneficiary, or fiduciary—and about the ongoing financial success of their beneficiaries. In connection with our cash flow studies and/or estate planning and administration support services, our analysis and recommendations may include legal and accounting advice from our Staff attorney and Staff CPA. When providing cash flow studies or estate planning and administration support services, we might recommend that you supplement our services with those of an attorney, accountant, insurance agent, or other professional engaged on a separate, stand-alone basis outside the scope of our engagement with you. We may recommend unaffiliated third parties to provide such services on your behalf. Alternatively, we may recommend our staff attorney or accountant, each of whom maintains a separate practice outside their work for Swiftwater. When we recommend our staff attorney or CPA for services provided through their own practice, a conflict of interest exists as we have an incentive to support their practice as they provide services on behalf of Swiftwater. You are free to accept or reject our recommendations in your sole and absolute discretion. Swiftwater Capital will receive no compensation from third-party professionals we recommend. Cash Flow Studies A Cash Flow Study is an assessment of your ability to fund your financial goals. You probably want an inflation-adjusted, after-tax income over your expected lifetime without the risk of outliving your financial resources. A Cash Flow Study helps us determine how much income you need and when you need it from your Portfolio. Identifying the timing of Portfolio income distributions allows us to establish Asset Allocation Targets for your Portfolio’s mix of cash, stocks, and bonds. Assets needed to fund shorter-term income are invested more conservatively (typically in bonds and cash equivalents), while assets allocated to fund longer-term income needs can be invested for growth (typically stocks, which involve greater short-term investment risk). The Study will help us identify the optimal time to draw on entitlements from third-party sources such as Social Security and pensions. The Study also establishes a “base case” scenario to evaluate potential changes in your spending, gifting, and other goals—and the interrelationship between the long-term consequences of these choices and your financial security and estate planning goals.  You must provide pertinent information to help us undertake your Cash Flow Study. Information can include current and future earned income; income payments from third-party sources such as pensions, other retirement plans and accounts, Social Security, and real estate; assets and liabilities; cost basis; expenses; and past-year tax returns. We will rely on the accuracy of your representations regarding your financial data. To support your Cash Flow Study, we use eMoney software licensed by a third-party vendor. You will have 24/7 access to eMoney’s Internet portal while a Client. eMoney provides comprehensive financial data consolidated and updated daily from all your banking relationships, investment and retirement accounts, credit cards, loans, and other financial relationships. Swiftwater uses a software program with Artificial Intelligence functionality. We upload your previous year’s Form 1040 (your personal federal tax return) to the software program. With that as a “baseline”, we evaluate current and future year income tax ramifications of various planning scenarios you may want to consider, either as part of our initial Cash Flow Study or in future years. Our Staff CPA will review the AI’s analysis. Investment Management Services We primarily advise Clients on investments in stocks, bonds, mutual funds, exchange-traded funds (ETFs), alternatives, U.S. government and municipal securities, and cash and cash equivalents—collectively, a “Portfolio.” We offer analysis and advice on investments held in your Portfolio at the inception of our advisory relationship (and, if you request, on other investment classes). We do not sell life insurance or annuities; however, we advise you on the benefits of these products to help you meet your financial planning goals. We provide continuous advice regarding your Portfolio investments based on your financial goals and Cash Flow needs. Regardless of the conclusions we draw from the Cash Flow Study about Asset Allocation Targets, your tolerance for investment risk will be the overriding consideration in determining Targets. Our supervision of your Portfolio focuses on maintaining your Asset Allocation Targets by buying and selling securities in your Portfolio. Due to the disparate performance of the underlying securities, your Portfolio’s asset allocation can stray from your Targets (at which point we will periodically rebalance your Portfolio back to Targets). In addition, based on our analysis of the financial market outlook, our investment advisory management can deviate from Targets within specified ranges (as detailed in an Advisory Agreement). Our supervision of your Portfolio will also consider the tax consequences of security transactions. When we provide investment management services, you grant us limited authority to buy and sell securities on either a discretionary or non-discretionary basis. You can impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. For taxable Portfolios, we will, without first consulting with you, avoid transactions that result in a large taxable gain—even if you have given us discretion over that Portfolio. More information on our trading authority is explained in Item 16 of this Brochure. Succession Management Services We help with your estate planning by reviewing your estate goals and assessing the complexities and avoidable pitfalls that can arise when incapacity or death requires transferring control of your wealth. Our SMPL Audit—Succession Management: Planning & Legacy Audit—aims to facilitate a successful, predictable, and manageable transition that protects assets, honors and perpetuates your values, beliefs,  and intentions, and avoids potential friction among successors and beneficiaries. This process can help you evaluate and strengthen the legal, financial, and human elements that will determine whether your legacy is honored—and your family is empowered when the inevitable transition occurs. The SMPL Audit begins by reviewing all existing financial plans, estate planning documents, powers of attorney, executor/trustee arrangements, and recordkeeping practices to identify vulnerabilities and opportunities. Our review will be based in part on a software program that uses Artificial Intelligence. Swiftwater’s staff attorney, whose sole focus is on legal and practical perspectives, will consider the software’s analysis. Investment advice, asset classes, and funding considerations are examined by Swiftwater’s financial advisors. The SMPL Audit seeks to close gaps, reduce transfer risk, flag tax issues, and, if possible, simplify and shorten the estate administration and settlement process. The goal is to assess the efficacy of your plans, to ensure that your chosen successor(s) act in your interest and in accordance with your intentions, and that successors can capably address the day-to-day management of estate and trust finances—issues commonly ignored once estate plan documents have been signed and filed away. Our deliverable is a prioritized action plan that can include specific recommendations for legal updates, trustee guidance, recordkeeping improvements, and administrative simplicity. Swiftwater’s staff can help you better understand the mechanics of estate administration so you can assess your needs and consider next steps. Complexities of your estate plans may dictate reliance on a tax and estate planning attorney to adequately address your needs. Estate Document Support We offer a cost-effective service for Clients who have not yet executed their wills and/or trusts, which is often the case for young adults. Despite the relatively modest assets of most young adults, it is prudent to address estate planning considerations and provide for appropriate protection. The laws of intestacy (dying without a will) rarely compel what is most desirable; the consequences of court-mandated child custody can be unsatisfactory. Appropriate estate planning documents, such as wills and powers of attorney, can effectively protect families from undesirable consequences when such planning is neglected. Regardless of your age or family makeup, your needs might be met with Internet-based software to create wills, trusts, health care directives, and powers of attorney appropriate for your unique circumstances. The cost-effectiveness of internet-based software can help offset the legal expenses that are often an obstacle to developing the necessary documents to protect a family. Swiftwater financial advisors are not attorneys and cannot advise you regarding legal documents generated by internet software. However, Swiftwater’s staff attorney can provide legal support and advice as part of your Swiftwater service. Depending on the particular circumstances of your estate, a stand-alone engagement with an attorney may also be required to support your needs. We recognize that not everyone is a candidate for internet-based services. We can help you choose an appropriate trust and estate lawyer if desired. ERISA Consulting to Plan Sponsors Only if you are a Client and own a company that sponsors a qualified retirement plan subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), we offer ERISA governance consulting services to  help you meet your legal, administrative, and fiduciary obligations. In some instances, we will serve as the Plan’s Investment Manager. Our services will be provided with the support of other retirement plan service professionals, including an attorney, third-party administrator, actuary, recordkeeper, and custodian. Client Tailored Services and Client Imposed Restrictions We tailor our services to meet your individual needs. We will consult with you on an ongoing basis to determine your investment goals, cash flow needs, risk tolerance, time horizon, and other factors that can affect your investments and/or cash flow needs. If you wish to maintain existing advisory and financial planning relationships—or undertake these services yourself—we will give you a second opinion of the services you are receiving. Wrap Fee Programs We do not participate in wrap fee programs. Assets Under Management As of January 1, 2026, Swiftwater Capital has $170,887,842 of assets under management. We manage all accounts on a discretionary basis.  Item 5: Fees and Compensation The next section briefly describes our fees. Your Advisory Agreement will include more detailed information regarding the fees you will pay. No increase to the agreed-upon advisory fees outlined in the Advisory Agreement will occur without your prior consent. Investment Management Services At the beginning of each calendar quarter, and for a partial, initial calendar quarter, if applicable, you agree to pay Swiftwater Capital in advance a quarterly Fee as calculated below: 1. We first determine the market value of your Portfolio as of the last day of the prior calendar quarter. 2. We determine the amount of your Portfolio’s market value falling within the Tier Market Values in the table below. 3. We then multiply each tier of the Portfolio’s market value by its corresponding Annual Percentage Rate in the table below. 4. The results of each calculation from Step 3 are totaled. 5. One fourth of the total calculated in Step 4 is charged as that quarter’s Fee to Swiftwater Capital. If services are provided for only part of the quarter, the fee is prorated based on the number of days of service. Tier Market Values of Your Portfolio Tier’s Annual Percentage Rate 0.75% $0 - $1,000,000 0.65% $1,000,001 - $2,000,000 0.55% $2,000,001 - $3,000,000 0.45% $3,000,001 - $5,000,000 0.30% $5,000,001 - $10,000,000 0.15% $10,000,001 and greater Fees are billed in advance each quarter based on the market value of assets as of the last day of the previous calendar quarter. Fees are not prorated for mid-quarter additions or withdrawals of capital. For the first quarter of an engagement, fees are prorated and may be based on the average daily balance of the assets under management during such quarter. If an engagement is terminated, fees are prorated for the final billing period. As an example, assume a Portfolio’s prior quarter ending value is $1,750,000. Within the first Tier is $1,000,000 of Portfolio Value and $750,000 of value in the second Tier. These Tiers of Portfolio value are multiplied by the Table’s corresponding Annual Percentage Rate: ($1,000,000 x 0.75%) and ($750,000 x 0.65%). The results are totaled: ($7,500) + ($4,875) = $12,375. One fourth of the total is that quarter’s fee: $12,375 ÷ 4 = $3,093.75. We generally deduct our fees from one or more accounts held at an unaffiliated third-party custodian as directed by you. Please refer to Item 15 of this Brochure regarding our policy on direct fee deduction. You may pay for our services by check. Our fees are negotiable. In lieu of charging fees under the tiered fee schedule described above, we may, in  our discretion, agree to a fixed percentage fee based on the total market value of the Portfolio or a fixed dollar amount to be billed each quarter. In determining the advisory fee, we allow accounts of members of the same household, emancipated children, and parents to be aggregated, with each account charged a pro rata share of the aggregate fee based on that family member’s assets under management. This allows all family members to enjoy lower fees. Cash Flow Studies For our Investment Management Clients, we rarely charge separately for a Cash Flow Study, as the information obtained from the Study may be necessary to properly determine the Asset Allocation Targets for managing your Portfolio. If the Investment Management fee we earn is disproportionately low compared to the effort we must spend to complete a Cash Flow Study, we reserve the right to charge you a separate fee for the Study—which fee will be agreed to by you before the start of the Study. For a Cash Flow Study whose fee is not included in our Investment Management Services, we will charge either an hourly rate or a Fixed Fee. Time spent by Swiftwater’s Investment Advisors is charged hourly at $200; our Staff CPA time is charged hourly at $300; and our Staff’s attorney time is charged hourly at $400. A Fixed Fee typically ranges between $3,500 and $10,000. The fee we will charge depends on factors such as your specific needs, complexity, estimated time (as determined by investment advisors, our attorney, and a CPA), research, and the resources we consider necessary. For legal and accounting services outside the scope of Swiftwater’s engagement but provided by our staff attorney or CPA through their separate practice, Swiftwater may pay for such services on your behalf, or you will be charged separately for such services (but only if you had agreed in advance to this additional charge). If you prefer to use your own attorney and CPA, the costs of their services are paid directly by you and will not offset your fees payable to Swiftwater. We generally deduct our fees from one or more accounts held at an unaffiliated third-party custodian as directed by you. Please refer to Item 15 of this Brochure regarding our policy on direct fee deduction. You may pay for our services by check. Fees are negotiable, and the agreed-upon fee will be outlined in a service contract. We may ask for part of the fee to be paid at the onset of our service, with the balance due on completion. We will not bill you for fees exceeding $500 more than six months in advance. Succession Management: Planning and Legacy (SMPL) For the estate planning services we call the SMPL Audit, we rarely charge our Investment Management clients a separate fee. Clients trust in our capabilities to manage their investment portfolio. In return, we must help ensure our clients’ succession management and legacy are firmly established. If the Investment Management fee we earn is disproportionately low compared to the effort required to complete a SMPL Audit, we reserve the right to charge you a fee for the SMPL Audit, which fee will be agreed to by you before the start of our audit. For the SMPL Audit, whose fee is not included in our Investment Management Services, we will charge either an hourly rate or a Fixed Fee. Time spent by Swiftwater’s Investment Advisors is charged hourly at $200; our Staff CPA time is charged hourly at $300; and our Staff’s attorney time is charged hourly at $400. A Fixed Fee typically ranges between $5,000 and $15,000. The fee we will charge depends on factors such as your specific needs, complexity, estimated time (as determined by investment advisors, our attorney, and  a CPA), research, and the resources we consider necessary. For legal and accounting services outside the scope of Swiftwater’s engagement but provided by our staff attorney or CPA through their separate practice, Swiftwater may pay for such services on your behalf, or you will be charged separately for such services (but only if you had agreed in advance to this additional charge). If you prefer to use your own attorney and CPA, the costs of their services are paid directly by you and will not offset your fees payable to Swiftwater. We generally deduct our fees from one or more accounts held at an unaffiliated third-party custodian as directed by you. Please refer to Item 15 of this Brochure regarding our policy on direct fee deduction. You may pay for our services by check. Fees are negotiable, and the agreed-upon fee will be outlined in a service contract. We may ask for part of the fee to be paid in advance, with the rest due upon completion. We will not bill you for fees exceeding $500 more than six months in advance. Estate Document Support If you use Internet-based software to create estate documents with our support, we do not charge our Investment Management Clients a separate fee for the support our firm’s Investment Advisors can provide. The scope of our support from our Investment Advisors will be limited so they are not engaging in the unauthorized practice of law. Additional support can be provided by Swiftwater’s staff attorney as part of Swiftwater’s engagement with you. For legal and accounting services outside the scope of Swiftwater’s engagement but provided by our staff attorney or CPA through their separate practice, Swiftwater may pay for such services on your behalf, or you will be charged separately for them (but only if you agree in advance to this additional fee). If you prefer to use your own attorney and CPA, the costs for their services are paid directly by you and will not be offset by the fees payable to Swiftwater. You will pay a one-time fee to help us reduce the cost of access to the internet software used to create your documents, which will range from $200 to $650. If you would like the opinion of an attorney as to the content of the trust documents, you can, at your cost, use an attorney of your choice. ERISA Consulting Services If we provide ERISA Consulting Services, you and we will agree to a fee based on the scope of services we provide to your Qualified Plan. Unless otherwise agreed in advance, our practice is to offset those fees against the revenue we receive from you for other services we provide you. Legal and Accounting Services Our services can involve legal and accounting advice, some or all of which will be provided by Swiftwater’s staff attorney and CPA. Very often, there will be no separate charge from us to you for these services other than those fees detailed in an Advisory Agreement. If we determine that the need for these legal and accounting services is beyond the usual scope of our services, we will, before delivering those services, obtain your agreement to additional fees. Custom Services We can define the scope of our services to suit your needs, including being a source for a “second opinion” on investment and financial planning services you wish to secure from other service providers—or that you  undertake yourself. The fee for custom services will be either a flat dollar amount or billed at an hourly rate. Fee Payment . Other Types of Fees and Expenses Our fees are exclusive of brokerage commissions, transaction fees, and other related expenses which can be incurred in the management of your Portfolio. Custodians, brokers, and other third parties impose certain charges, including custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund 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, fees, and commissions are in addition to our fee and are exclusive of any commissions, fees, and costs we receive. Item 12 further describes the factors we consider when selecting or recommending custodians for Client’s transactions and when determining the reasonableness of their compensation (e.g., commissions). You may incur fees from third-party professionals, such as accountants and attorneys, whom you retain to assist us in performing our services. Such fees are in addition to Swiftwater Capital’s advisory fees. Terminations and Refunds Our Advisory Agreement can be terminated with at least 30 calendar days' written notice. Upon termination of the Advisory Agreement, a prorated refund will be provided. If fees are paid in advance, a refund will be issued for any unearned portion of the fee, based on the percentage of the work completed as of the date of termination. If fees are outstanding for the quarter in which our services are terminated, you will be charged a pro-rata fee based on the percentage of the work completed up to the date of termination. Most of the work we perform when undertaking a Cash Flow Study or SMPL Audit is completed in the first one or two calendar quarters of the engagement. You may owe us fees that are not yet paid for the Cash Flow Study or SMPL Audit if you terminate our Investment Management services before the end of the year from the start of our work on the Cash Flow Study or SMPL Audit. Why? We budget as payment for the Cash Flow Study and SMPL Audit a portion of the ensuing year’s full fees for Investment Advisory Services earned quarter by quarter. Thus, we may have been paid only for part of the services we delivered if the Advisory Agreement is terminated before the end of the first full year. Sale of Securities or Other Investment Products Swiftwater Capital and its Supervised Persons 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 Swiftwater Capital does not offer performance-based fees and does not engage in side-by-side management. Item 7: Types of Clients We provide Investment Management, Cash Flow Studies, and SMPL Audits to individual investors. We also provide services to sponsors of qualified retirement plans subject to regulations of the Employee Retirement Income Security Act of 1974 (“ERISA”), but only if the company sponsoring the plan is owned by one of our Investment Advisory Clients.  We do not have a minimum account size requirement. Our minimum annual fee for Investment Management Services (to include a Cash Flow Study) is $3,500. At our sole discretion, we can lower this minimum fee, particularly for family members, friends, and younger investors. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Below is a brief description of our analysis methods and primary investment strategies. Methods of Analysis Cyclical analysis is a type of technical analysis that evaluates recurring price patterns and trends tied to business cycles. Economic/business cycles can be unpredictable and exhibit frequent fluctuations between long-term expansions and contractions. The lengths of economic cycles can be difficult to predict accurately; therefore, the risk of cyclical analysis is the difficulty of forecasting economic trends and the changing value of securities affected by them. 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; an increase in risk requires a higher expected return. ● Markets are efficient. The same market information is available to all investors simultaneously. The market prices every security fairly based on the equal availability of information. ● The design of the Portfolio 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 measure of the extent to which two asset classes move in tandem or in opposite directions. Mutual Fund and/or ETF Analysis: We look at the manager's experience and track record to determine whether they have demonstrated the ability to invest over time and across different economic conditions. We also review the underlying assets of a mutual fund or ETF to determine whether there is significant overlap with the investments held in other funds in the Client’s Portfolio. In addition, we monitor funds and ETFs to determine whether they continue to follow their stated investment strategy. The risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A successful manager may not replicate that success in the future. In addition, because we do not control the underlying investments in a fund or ETF, managers of different funds held by the client can buy the same security, increasing the client's risk if that security declines in value. There is also a risk that a manager may deviate from the fund's or ETF's stated investment mandate or strategy, which could make the fund or ETF less suitable for the Client’s Portfolio.  Investment Strategies Asset Allocation: When managing a Client’s Portfolio, we begin by identifying a mix of equities, fixed income, and cash (i.e., “asset allocation”) appropriate to the Client’s cash flow needs and risk tolerance. A risk of asset allocation is that the Client may not participate in sharp increases in a particular security, industry, or market sector. Another risk is that the ratio of equities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the Client’s goals. We regularly monitor the Client’s asset allocations within their Portfolios and make periodic adjustments to align with the Client’s risk tolerance. A third risk is that, in exercising our discretion to overweight or underweight investments relative to target allocations, we can be wrong. Passive Investment Management: Passive investing involves building Portfolios composed of various asset classes. The asset classes are weighted to achieve the desired relationship among correlation, risk, and return. Funds that passively capture the returns of the desired asset classes are generally included in Portfolios. The funds used to build passive Portfolios are typically index mutual funds or exchange-traded funds. Passive investment management is characterized by low Portfolio expenses (i.e., 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 is minimal). Active management involves a single manager or a team of managers who use a method, strategy, or technique to construct a Portfolio intended to generate returns that exceed those of the broader market or a designated benchmark. Socially Responsible Investing: Unless you specifically tell us otherwise, we may use various socially conscious investments if we believe a particular investment offers advantages to our investment strategy. At your request, we can construct Portfolios that use mutual funds, ETFs, or individual securities to incorporate socially conscious principles. These Portfolios may sometimes also be customized to reflect your personal values. We will rely on mutual funds and ETFs that incorporate Environmental, Social and Governance (“ESG”) research and positive and negative screens related to specific business practices to determine the quality of an investment on values-based merits. We may also construct Portfolios of individual securities to give Clients greater control over the socially conscious strategies employed. We rely on third-party research when constructing Portfolios of individual securities with socially conscious considerations. If you request your Portfolio to be invested according to socially conscious principles, note that returns on investments of this type may be limited, and because of this limitation, you may not be as well diversified among various asset classes. The number of publicly traded companies that meet socially conscious investment parameters is also limited, which increases the likelihood of similar or overlapping holdings, especially among socially conscious mutual funds or ETFs. So there could be a more pronounced positive or negative impact on a socially conscious Portfolio, which could be more volatile than a diversified Portfolio.  Material Risks Involved All investing strategies we offer involve risk and can cause a loss of your original investment, which you should be prepared to bear. Many of these risks apply equally to stocks, bonds, commodities, and other investments or securities. Material risks associated with our investment strategies are listed below. Market Risk: Market risk is the possibility that an investment’s current market value will fall due to a general market decline, reducing its value regardless of the issuer’s operational success or financial condition. Strategy Risk: Our investment strategies and/or investment techniques may not work as intended. Small and Medium Cap Company Risk: Securities of companies with small or medium market capitalizations are often more volatile and less liquid than those of larger companies. Small and medium-cap companies may face a greater risk of business failure, which could increase the volatility of the Client’s Portfolio. Turnover Risk: Actively managed mutual funds typically have higher turnover rates than passive funds. A high Portfolio turnover would result in higher transaction costs and in higher taxes when shares are held in a taxable account. These factors can negatively affect your Portfolio’s performance. Limited markets: Certain securities can be less liquid (harder to sell or buy), and their prices can be more volatile than at other times. Under certain market conditions, we may be unable to sell or liquidate investments at prices we consider reasonable or favorable or find buyers at any price. Interest Rate Risk: Bond (fixed-income) prices generally fall when interest rates rise, and the value can fall below par (the principal amount). The opposite is also generally true: bond prices generally rise when interest rates fall. 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 can impact the value of investments or the securities’ claim on the issuer’s assets and finances. Inflation: Inflation can erode the buying power of your investment Portfolio, even if the dollar value of your investments remains the same. Risks Associated with Securities In addition to the general risks outlined above, which apply to many investments, specific securities can have additional risks. Bank Obligations, including bonds and certificates of deposit, can be vulnerable to setbacks or panics in the banking industry. Banks and other financial institutions are greatly affected by interest rates and can be hurt by downturns in the U.S. and foreign economies or changes in banking regulations. Commercial Paper is usually an unsecured promissory note issued with a maturity of 270 days or less. Because it is unsecured, the investor's risk is that the issuer can default. Common stocks can go up and down in price dramatically, and in the event of an issuer’s bankruptcy or  restructuring, could lose all value. A slower-growing or recessionary economic environment could adversely affect the prices of all stocks. Corporate Bonds are debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the borrowed amount either periodically during the life of the security or at maturity. Investors can buy other debt securities, such as zero-coupon bonds, which do not pay current interest but are priced at a discount to their face value, and whose value accretes over time to face value at maturity. The market prices of debt securities fluctuate depending on factors such as interest rates, credit quality, and maturity. Market prices of debt securities decline when interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the greater its interest rate risk. Exchange-Traded Fund prices can vary significantly from the Net Asset Value due to market conditions. Certain Exchange-Traded Funds may not track their underlying benchmarks as expected. ETFs are also subject to these risks: (i) an ETF’s shares can trade at a market price that is above (premium) or below (discount) their net asset value and an ETF purchased at a premium can ultimately be sold at a discount; (ii) trading of an ETF’s shares can be halted if the listing exchange’s officials consider this action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. The Adviser has no control over the risks taken by the underlying funds in which the Clients invest. Municipal Bonds are debt obligations issued to raise funds for 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 the investor’s tax bracket. Investing in municipal bonds carries the same general risks as investing in bonds. Those risks include interest rate risk, reinvestment risk, inflation risk, market risk, call or redemption risk, credit risk, liquidity, and valuation risk. Mutual Funds When you invest in open-end mutual funds or ETFs, you indirectly bear their proportionate share of any fees and expenses payable directly by those funds. So you will incur higher expenses, many of which can be duplicative. In addition, your overall Portfolio can be affected by losses of an underlying fund and by the level of risk arising from the investment practices of that fund (such as the use of derivatives). Item 9: Disciplinary Information Criminal or Civil Actions Swiftwater Capital and its management persons have not been involved in an event requiring disclosure in response to this item. Item 10: Other Financial Industry Activities and Affiliations Separate Legal and Accounting Practice Certain Supervised Persons at Swiftwater Capital provide legal or accounting advice to Swiftwater’s clients; these individuals also maintain their own stand-alone legal or accounting practices. A conflict of interest exists when Swiftwater recommends to you the services of such professionals outside the scope of their engagement with Swiftwater, because this benefits the Supervised Person financially. The professional  services of our staff attorney and staff CPA do not include investment advice. A conflict could arise if their professional opinion on a legal or accounting matter conflicts with positions taken by other members of Swiftwater’s staff. Such differences must be resolved in the Client’s best interests. We do not believe Swiftwater’s employment of these professionals, and their separate professional practices, creates a material conflict with our Clients. Fred Payne operates 4LNA LLC aka For Life's Next Adventure. 4LNA LLC is a retirement education provider that operates the website www.NavigatingRetirement.com and promotes the book Fred has written, A Guide to Navigating Retirement. The Guide's message emphasizes the non-investment aspects of retirement: physical health, mental wellness, intellectual and social activities, community building, and legacy. Neither Fred Payne, 4LNA LLC, nor Swiftwater Capital charge Clients or the public for accessing the content at NavigatingRetirement.com or for downloading a copy of the Guide. Thus, Swiftwater Capital has no conflict of interest due to Fred Payne’s involvement in 4LNA LLC. Recommendations or Selections of Other Investment Advisers Swiftwater Capital does not recommend or select other investment advisers for Clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading As a fiduciary, our firm has a duty of utmost good faith to act solely in each Client's best interests. Clients entrust us with their funds and personal information, which places a high standard on our conduct and integrity. Our fiduciary duty is a core aspect of our Code of Ethics and represents the expected basis of all our dealings. The firm also adheres to the Code of Ethics and Professional Responsibility adopted by the CFP® Board of Standards Inc. and accepts the obligation not only to comply with the mandates and requirements of all applicable laws and regulations but also to take responsibility for acting in an ethical and professionally responsible manner in all professional services and activities. Code of Ethics Description Our Code of Ethics requires Supervised Persons to act with integrity, objectivity, competence, fairness, confidentiality, professionalism, and diligence when providing services to Clients. Compliance with the Code does not shield our firm or Supervised Person from liability for violations of fiduciary duty. Integrity - Supervised Persons shall offer and provide professional services with integrity. ● ● Objectivity - Supervised Persons shall be objective in providing professional services to Clients. ● Competence - Supervised Persons shall provide services to Clients competently and maintain knowledge and skill to continue to do so in those areas in which they are engaged. ● Fairness - Supervised Persons shall perform professional services in a way that is fair and reasonable to Clients, principals, partners, and employers, and shall disclose conflict(s) of interest in providing such services. ● Confidentiality - Supervised Persons shall not disclose confidential Client information without the specific consent of the Client unless in response to proper legal process, or as required by law. ● Professionalism - Supervised Persons' conduct in all matters shall reflect the credit of the profession. ● Diligence - Supervised Persons shall act diligently in providing professional services.  We periodically review and amend our Code of Ethics to ensure that it remains current, and we require all our Supervised Persons to attest to their understanding of and adherence to the Code of Ethics at least annually. Our firm will provide a copy of its Code of Ethics to any Client or prospective Client upon request. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Neither our firm, its Supervised Persons, nor any related person may 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, adviser to the issuer, principal transaction, among others. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest Our firm, its Supervised Persons, and its related persons can buy or sell the same securities or different securities from those we recommend to Clients. To reduce or eliminate certain conflicts of interest, our Code of Ethics can require that we restrict or prohibit Supervised Persons’ transactions in specific reportable securities. Any exceptions or trading pre-clearance must be approved by Swiftwater Capital’s Chief Compliance Officer before the transaction in an account. As required by federal regulations, Swiftwater Capital maintains a copy of personal securities transactions of staff deemed to be “Supervised Persons”. Trading Securities At/Around the Same Time as Client’s Securities Occasionally, our firm, its Supervised Persons, or its related persons may buy or sell securities for themselves at or around the same time as we buy or sell securities for your Portfolio. To address this conflict, our policy is that neither our firm nor Supervised Persons shall have priority over Clients’ accounts in the purchase or sale of securities. Item 12: Brokerage Practices Factors Used to Select Custodians Swiftwater Capital has no affiliation with any custodian we recommend. Specific custodian recommendations are made to the Client based on their need for such services. We recommend custodians based on the firm's reputation and services. In recommending broker-dealers to execute transactions, we have a duty to seek the “best execution” of transactions in Client accounts. The key factor in analyzing best execution is not the lowest possible commission cost but whether the transaction provides the best qualitative execution, considering the full range of the broker-dealer’s services. When evaluating a custodian for best execution, we consider the following factors, without limitation, including the custodian’s: ● Combination of transaction execution services and asset custody services (generally without a separate fee for custody); ● Capability to execute, clear, and settle trades (buy and sell securities for your account); ● Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.); ● Breadth of investment products (stocks, bonds, mutual funds, exchange-traded funds (ETFs), etc.); ● Availability of investment research and tools that assist us in making investment decisions; ● Quality of services;  ● Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices; ● Reputation, financial strength, security, and stability; ● Prior service to Clients and us. With this in mind, our firm generally recommends Charles Schwab & Co., Inc. (“Schwab”), an independent, unaffiliated, SEC-registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). Research and Other Soft-Dollar Benefits We have no soft-dollar arrangements with custodians under which soft-dollar credits used to purchase products and services are earned directly in proportion to the commissions paid by a Client. However, because we are on their institutional platform, Schwab can provide us with certain services that can benefit us. Schwab Schwab Adviser Services™ is Schwab’s business serving independent investment adviser firms like us. They provide Clients and us with access to their institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to Schwab retail customers. Schwab also provides various support services. Some of those services help us manage or administer Clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis (we need not request them) and at no charge to us. The benefits received by Swiftwater Capital or its personnel do not depend on the number of brokerage transactions directed to Schwab. As part of its fiduciary duties to Clients, Swiftwater Capital must always put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits by Swiftwater Capital or its related persons creates a potential conflict of interest and may indirectly influence Swiftwater Capital’s choice of Schwab for custody and brokerage services. This conflict of interest is mitigated by Swiftwater Capital's regular review of the factors used to select custodians, which helps ensure our recommendation is appropriate. The following is a more detailed description of Schwab’s support services: 1. Services that benefit you. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client assets. The investment products available through Schwab include some we might not otherwise have access to, or that would require a significantly higher minimum initial investment from Clients. Schwab’s services described in this paragraph generally benefit you and your account. 2. Services that may not directly benefit you. Schwab also provides us with other products and services that benefit us but may not directly benefit you or your account. These products and services help us manage and administer Clients’ accounts. They include investment research, both Schwab’s own and third-party research. We can use this research to service all or a substantial number of Clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also provides software and other technology that: ● provide access to Client account data (such as duplicate trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple Client accounts; ● ● provide pricing and other market data; ● facilitate payment of our fees from Clients’ accounts; and  ● assist with back-office functions, recordkeeping, and Client reporting. 3. Services that generally benefit only us. Schwab also offers other services to help us manage and develop our business. These services include: ● Educational conferences and events; ● Consulting on technology, compliance, legal, and business needs; and ● Publications and conferences on practice management and business succession 4. Your brokerage and custody costs. For Clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades it executes or that settle into your Schwab account. Certain trades (for example, many mutual funds and ETFs) may not incur Schwab commissions or transaction fees. Brokerage for Client Referrals We receive no referrals from a custodian, broker-dealer, or third party in exchange for using that custodian, broker-dealer, or third party. Clients Directing Which Broker/Dealer/Custodian to Use Our firm recommends that Clients establish account(s) at Schwab to execute transactions through. We will help to establish your account(s) at Schwab; however, we will not have the authority to open accounts on the Client's behalf. Not all investment advisers require their Clients to use their recommended custodian. By recommending that Clients use Schwab, we may not achieve the most favorable execution of Client transactions, and this practice can cost Clients more money. We base our recommendations on the factors disclosed in Item 12 herein and will recommend custodians only if we believe it's in the Client's best interest. If Clients do not wish to use our recommended custodian, we permit Clients to direct brokerage. We will be added to your account through a limited trading authority. However, due to the lack of access to an institutional platform, we cannot achieve the most favorable execution of Client transactions. Clients directing brokerage can cost Clients more money. For example, in a directed brokerage account, the Client can pay higher brokerage commissions because we may not be able to aggregate orders to reduce transaction costs, or the Client can pay a higher transaction price at their selected custodian than at our recommended custodian. Aggregating (Block) Trading for Multiple Client Accounts Generally, we combine multiple orders for shares of the same securities purchased for adviser accounts we manage (this practice is commonly called “block trading”). We will then distribute part of the shares to participating accounts fairly and equitably. The distribution of shares purchased is typically proportional to the size of the account, but it is not based on account performance or on the amount or structure of management fees. Subject to our discretion, depending on circumstances and market conditions, when we combine orders, each participating account pays the average price per share for all transactions and a proportionate share of all transaction costs. Accounts owned by our firm or Supervised Persons can participate in block trading with your accounts; however, they will not be given preferential treatment.  Item 13: Review of Accounts Periodic Reviews Frederick Payne, Consultant and CCO of Swiftwater Capital, will work with you to obtain current information about your assets and investment holdings and will review it as part of our services. You will have access to your accounts through an interface with your custodian(s), Swiftwater Capital’s Internet Investment Portal, and, where applicable, the eMoney Internet portal. We will produce a Quarterly Performance Report on your assets under our management and post it to our Internet Investment Portal. Occasionally, we can produce special reports on parts of your Portfolio. Clients who engage us for investment management services will have their account(s) reviewed at least monthly by Fred. The account(s) are reviewed regarding the Client’s target allocations, risk tolerance levels, and performance. Triggers of Reviews Events that may trigger a special review include adverse market conditions, unusual performance, additions or deletions of Client-imposed restrictions, large distributions or contributions, volatility in performance, changes in our investment outlook, or other factors per Client needs. Review Reports You will receive trade confirmations from the custodian(s) for each purchase and sale of securities in your accounts, as well as monthly or quarterly statements and annual tax reporting statements showing all activity in the accounts, such as deductions of our advisory fees, receipt of dividends, and interest. Item 14: Client Referrals and Other Compensation Compensation Received by Swiftwater Capital Swiftwater Capital is a fee-only firm that is compensated only by its Clients. Swiftwater Capital does not receive commissions or other sales-related compensation. Except as mentioned in Item 12 above, we receive no economic benefit, directly or indirectly, from any third party for advice rendered to Clients. Client Referrals from Solicitors Swiftwater Capital does not directly or indirectly compensate for Client referrals to any person who is not employed by our firm. Item 15: Custody In certain cases, Swiftwater Capital will have custody of Client assets or securities held at a qualified custodian (see Item 12) as a result of our business practices. Because of this, we must have safeguards in place to protect Client assets and securities. Clients will receive at least quarterly statements from the broker-dealer, bank, or other qualified custodian that holds and maintains the Client's investment assets. Carefully review all statements and records provided by the custodian and notify us of questions or discrepancies.  For Client accounts in which Swiftwater Capital directly debits their adviser fee: ● Swiftwater Capital will post a copy of its invoice to a Client’s vault on our Internet Portal. ● The custodian will send at least quarterly statements to the Client showing all disbursements for the account, including the amount of our advisory fee. ● The Client will provide written authorization to Swiftwater Capital, permitting them to be paid directly for their accounts held by the custodian. You should receive statements at least quarterly from the broker-dealer, bank, or other qualified custodian that holds and maintains your investment assets. We urge you to carefully review these statements and compare them with the official custodial records and the invoices we provide. Our billing invoices can differ from custodial statements due to accounting procedures, reporting dates, or valuation methodologies for certain securities. Swiftwater Capital can establish a Standing Letter of Authorization or other similar asset transfer authorization arrangements (“SLOA”) with qualified custodians for us to disburse funds to accounts as you specifically designate. With an SLOA, you can typically authorize first-party and/or third-party transfers. If transfers are third-party, we comply with each of the requirements and conditions listed below: 1. You provide instructions to the qualified custodian, in writing, which include your signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. You authorize Swiftwater Capital, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or occasionally. 3. Your qualified custodian performs verification of the instruction, such as a signature review or other method to verify your authorization, and provides a transfer of funds notice to you promptly after each transfer. 4. You can terminate or change the instruction to your qualified custodian. 5. We have no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party in your instructions. 6. We maintain records showing that the third party is not a related party of Swiftwater Capital or located at the same address as Swiftwater Capital. 7. Your qualified custodian sends you, in writing, an initial notice confirming the instruction and an annual notice confirming the instruction. Item 16: Investment Discretion For all investment accounts over which we have investment management supervision, we require Clients to execute a Limited Power of Attorney to allow us to effect transactions in their account and, when authorized, to deduct our fees. A provision of the Advisory Agreement signed by you authorizes us to exercise discretionary authority to determine the securities and the value of securities to be bought or sold for your account without having to obtain your approval for each transaction. You can limit our discretion by requesting certain restrictions on investments we consider reasonable and workable. We will explain to you our discretion in more detail when our advisory relationship begins.  If our arrangement with you is non-discretionary, we will obtain your approval before the execution of any transactions in accounts designated non-discretionary. You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. Item 17: Voting Client Securities We act as a fiduciary to Clients. In that capacity, we vote proxies for securities owned within your Portfolio. We always try to vote these proxies in a way that is consistent with your best economic interests. We maintain written policies and procedures for the handling, research, voting, and reporting of proxy voting, and we make disclosures about the firm’s proxy policies and practices. Our policies and practices include these responsibilities: 1. Receive and vote Client proxies; 2. Disclose any potential conflicts of interest; 3. Inform Clients about voting proxies for their Portfolio securities; and 4. Maintain relevant and required records. Voting Guidelines Without specific voting guidelines from you, our policy is to vote all proxies from a specific issuer the same way for each Client. You can place reasonable restrictions on our voting authority, as you can place such restrictions on the actual choice of account securities. We will generally vote on proposals consistent with the recommendations of the issuer’s Board of Directors unless we learn of conflicts of interest or other concerns raised by third parties. If a material conflict of interest exists with your interests, we will pursue one or more of these actions: 1. Disclose the conflict to you; 2. Allow you to vote proxies yourself; and 3. Address the voting issue through other objective means, such as voting in a way consistent with a predetermined voting policy or receiving an independent third‐party voting recommendation. We will maintain a record of the voting resolution of any conflict of interest. Client Requests for Information You can request information from us about the proxy votes associated with securities in your account or about our policies and procedures. In response to this request, we will send you a written response with the requested information, the name of the issuer, the proposal voted on, and how we voted on their proxy for each proposal they asked about. Our Chief Compliance Officer is responsible for implementing and tracking the firm’s proxy voting policy, practices, disclosures, and recordkeeping. Item 18: Financial Information We have no financial obligations that would impair our ability to meet our contractual and fiduciary obligations to you, nor have we been the subject of any bankruptcy proceeding. We will not bill you for fees exceeding $500 more than six months in advance.