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: November 30, 2025 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. 1  Item 2: Material Changes Since the initial filing in April 2025 of Form ADV Part 2A for Payne Capital LLC as part of our registration process, four changes have been made that require an update of 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. For increased security purposes, our mailing address is changed to reflect the use of a USPS mailbox: PO Box 959, Lake Oswego, OR 97034. 3. As of July 1, 2025, Fred Payne is no longer affiliated with Northwest Capital Management, Inc. or Carson Wealth Mangemment. 2  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 7 Item 6: Performance-Based Fees and Side-By-Side Management 10 Item 7: Types of Clients 11 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss 12 Item 9: Disciplinary Information 16 Item 10: Other Financial Industry Activities and Affiliations 17 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 18 Item 12: Brokerage Practices 20 Item 13: Review of Accounts 23 Item 14: Client Referrals and Other Compensation 24 Item 15: Custody 25 Item 16: Investment Discretion 26 Item 17: Voting Client Securities 27 Item 18: Financial Information 28 Item 19: Requirements for State-Registered Advisers 29 3  Item 4: Advisory Business Description of Advisory Firm Payne Capital LLC dba Swiftwater Capital is an Investment Adviser whose headquarters is in Oregon. We are a limited liability company and commenced operations as an Investment advisory firm July 1, 2025. Frederick Payne is the sole owner and 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, meaning the only compensation we receive is from Clients. We offer Investment Management Services and Cash Flow Studies. We specialize in advisory services to people who are near or in retirement, and investors who are concerned about the succession of the financial management of their estate either due to incapacity or death. Our services may require the assistance of your attorney, accountant, tax adviser, insurance agent, or other financial professionals. If we make a recommendation for such a professional, you need not utilize them. Swiftwater Capital is not affiliated with, nor do we receive any compensation from, third-party professionals we may recommend. Investment Management Services We primarily advise Clients regarding investments in stocks, bonds, mutual funds, exchange traded funds (ETFs), alternatives, U.S. government and municipal securities, and cash and cash equivalents—which collectively we call a “Portfolio”. We may also provide advice regarding investments held in your Portfolio at the inception of our advisory relationship and other investment types not listed above (if so requested). Our firm provides continuous advice to Clients regarding the investment of their Portfolio given Cash Flow needs and upon Client instructions. The income you require from your Portfolio—your Cash Flow needs—can determine your Portfolio’s mix of assets (which we call “Asset Allocation Targets”). We will help you to confirm your short and long-term cash flow needs by undertaking a Cash Flow Study (as described in the next section). Regardless of the conclusions we draw from the Cash Flow Study about appropriate Asset Allocation Targets, your tolerance to accept investment risk will be the overriding consideration in recommending an Asset Allocation Target. Supervision of your Portfolio is focused on maintaining these Asset Allocation Targets with purchases and sales of securities owned by your Portfolio. Due to disparate performance of underlying securities or a change in our market outlook, we can deviate from agreed-upon Asset Allocation Targets within specified ranges as detailed in our Advisory Agreement For non-IRA and non-qualified retirement accounts, our supervision of your account 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. For taxable Portfolios, we will not make transactions that result in a large taxable gain without first consulting with you—even if you have given us discretion over that Portfolio. More information on our trading authority is explained in Item 16 of this Brochure. You may impose 4  reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Cash Flow Studies A Cash Flow Study is an assessment of a Client's ability to fund their financial goals. For older Clients, a common financial goal is to enjoy an inflation-adjusted, after-tax income over their expected lifetime without risking outliving their financial resources. Identifying cash flow distributions from your Portfolio as a shorter-term need versus longer-term allows us to establish appropriate Targets for the allocation of cash, stocks and bonds within your Portfolio. Assets needed for short-term income needs are invested more conservatively (generally bonds and cash equivalents) while assets for longer-term income needs can be invested for growth (generally equities which involve more investment risk). The Study will help us answer questions about the timing of initiating benefit payments from third-party sources such as Social Security and pensions. The Study will also identify a “base case” scenario that allows us to evaluate potential changes in your spending, gifting, or goals—and the resulting long-term consequences to your financial security and your estate plans. You must provide pertinent information to help us undertake our Cash Flow Study, which can include among other information: current and future earned income; income payments from third party sources such as pensions, Social Security, and real estate; assets and liabilities; cost basis, expenses, and prior year tax returns. We will rely upon the accuracy of your representations regarding your financial data. The Cash Flow Study might raise issues or questions involving insurance, employee benefits, and complex tax questions. In those instances, we may require that your insurance agent, employee benefit professional, attorney, or accountant answer these questions. To assist us in making a Cash Flow Study, we generally utilize the eMoney software program we license from a third-party vendor. If we utilize this resource for you, you will have 24/7 access to eMoney’s Internet portal while a Client. Client Tailored Services and Client Imposed Restrictions We tailor the delivery of 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 may impact your investments and/or cash flow needs. Wrap Fee Programs We do not participate in wrap fee programs. 5  Assets Under Management As of November 30, 2025, Swiftwater Capital has $169,663,276 of assets under management. We manage all accounts with discretion. 6  Item 5: Fees and Compensation Please note, unless you receive this brochure at least 48 hours before signing an Advisory Agreement, the Advisory Agreement may be terminated by you without penalty within five (5) business days of signing the Advisory Agreement. 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 a partial quarter, the fee is prorated for the number of days of service in the quarter. 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 EXAMPLE: Assume a Portfolio’s quarter ending value of $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, To determine the market value of an account, we rely on the account valuation provided by your custodian or an independent third-party pricing service. Our advisory fee is prorated for a partial billing period at the start of our service based on the average capital managed in that quarter. Terminating billing periods are also pro- rated. No additional fees are assessed for deposits made in the quarter nor are refunds made for distributions unless you terminate our services. 7  Our fees are negotiable. We will also agree to a fixed percentage fee for the total market value of the Portfolio rather than using the tiered method described above, or to 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, each account being charged a pro rata portion of the aggregate fee. This allows all family members to enjoy lower fees. Cash Flow Studies For our Investment Management Clients, we rarely charge for a Cash Flow Study, believing that the information obtained from the Study is necessary for us to properly determine the Asset Allocation Targets for the management of your Portfolio. If the Investment Management fee we earn is disproportionately low compared to the effort we must expend to complete a Cash Flow Study, we reserve the right to charge you a fee for the Study—which fee will be agreed to by you before the start of the Study. We will credit prorated one year’s worth of Investment Management Fees quarter by quarter as earned against the fees owing to us for a Cash Flow Study. When undertaking a Cash Flow Study, our time is charged hourly at $250.00, or we will agree to a Fixed Fee ranging between $3,500 and $10,000. The fee we will charge depends on variables including your specific needs, complexity, estimated time, research, and necessary resources we deem relevant. Fees are negotiable and the agreed upon fee will be outlined in an Advisory Agreement. We may request a portion of the fee be collected in advance with the remainder due upon completion of the services. We will not bill an amount above $500 more than 6 months or more before rendering the services. Fee Payment For our services, we deduct our advisory fee from one or more account(s) 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 by check for our Investment Management Services and a Cash Flow Study. Other Types of Fees and Expenses Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred in the management of your Portfolio. Custodians, brokers, and other third parties impose certain charges, for example: custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's prospectus. Such charges, fees, and commissions are exclusive of and in addition to our fee, and we shall receive no portion of these commissions, fees, and costs. Item 12 further describes the factors that we consider in selecting or recommending custodians for Client’s transactions and determining the reasonableness of their compensation (e.g., commissions). 8  You may incur fees from third-party professionals such as accountants and attorneys you retain to assist us in the performance of our services. Such fees are in addition to Swiftwater Capital’s advisory fees. Terminations and Refunds For Investment Management services, the Advisory Agreement may be terminated with written notice of at least 30 calendar days. Upon termination of the Advisory Agreement, a prorated refund will be provided. If fees are paid in advance, a refund will be given for an unearned portion of the fee based upon the percentage of the work completed up to 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 upon the percentage of the work completed up to the date of termination. Most of the work we perform when undertaking a Cash Flow Study 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 if you terminate our Investment Management services before the end of the year from the start of our work on the Cash Flow Study. Why? Because we will credit a year’s worth of Investment Advisory Services against the fee due for the Cash Flow Study as the investment management fees are earned quarter by quarter. Thus, we may have only been paid for part of services we delivered. 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. 9  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. 10  Item 7: Types of Clients We provide Investment Management services and Cash Flow Studies to individual investors. 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 may lower this minimum fee, particularly for friends, family, and younger investors. 11  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Below is a brief description of our methods of analysis and primary investment strategies. Methods of Analysis Cyclical analysis is a type of technical analysis that involves evaluating recurring price patterns and trends based upon business cycles. Economic/business cycles may not be predictable and may have many fluctuations between long-term expansions and contractions. The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and the changing value of securities that would be affected by these changing trends. Modern Portfolio Theory (MPT) The underlying principles of MPT are: ● Investors are risk averse. The only acceptable risk is that which is adequately compensated by an expected return. Risk and investment return are related and an increase in risk requires an increased expected return. ● Markets are efficient. The same market information is available to all investors at the same time. The market prices every security fairly based upon this equal availability of information. ● The design of the Portfolio is more important than the selection of any particular security. The ● ● appropriate allocation of capital among asset classes will have far more influence on long-term Portfolio performance than the selection of individual securities. Investing for the long-term (preferably longer than ten years) becomes critical to investment success because it allows the long-term characteristics of the asset classes to surface. Increasing diversification of the Portfolio with lower correlated asset class positions can decrease Portfolio risk. Correlation is the statistical term for the extent to which two asset classes move in tandem or opposition to one another. Mutual Fund and/or ETF Analysis: We look at the experience and track record of the manager of the mutual fund or ETF to determine if that manager has demonstrated an ability to invest over time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF to determine if there is significant overlap in the underlying investments held in other funds in the Client’s Portfolio. In addition, we monitor the funds or ETFs to determine if they are continuing 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 manager who has been successful may not replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security fell in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, 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. 12  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 Client’s asset allocations within their Portfolios and make changes periodically to keep in line with the Client’s risk tolerance. A third risk is that in exercising our discretion to over-weight or under-weight investments to target allocations, we are wrong. Passive Investment Management Passive investing involves building Portfolios composed of various asset classes. The asset classes are weighted in a manner to achieve the desired relationship between 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 inside the Portfolio is minimal). Active management involves a single manager or managers who employ a method, strategy, or technique to construct a Portfolio intended to generate returns that are greater than the broader market or a designated benchmark. Socially Responsible Investing Unless you specifically tell us otherwise, we may utilize various socially conscious investments if we believe a particular investment offers advantages to our investment strategy. At your request, we can construct Portfolios that utilize mutual funds, ETFs, or individual securities to incorporate socially conscious principles into your Portfolio. 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 as well as positive and negative screens related to specific business practices to determine the quality of an investment on values-based merits. Additionally, we may construct Portfolios of individual securities to provide Clients with more 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, and due to this limitation, there is a probability of similarity or overlap of holdings, especially among socially conscious mutual funds or ETFs. Therefore, there could be a more pronounced positive or negative impact on a socially conscious Portfolio, which could be more volatile than a fully diversified Portfolio. Material Risks Involved All investing strategies we offer involve risk and may 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 any other investment or security. Material risks associated with our investment strategies are listed below. 13  Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of a general market decline, reducing the value of the investment regardless of the operational success of the issuer’s operations or its 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 and medium market capitalizations are often more volatile and less liquid than investments in larger companies. Small and medium cap companies may face a greater risk of business failure, which could increase the volatility of the Client’s Portfolio. Turnover Risk: Actively managed mutual funds usually have a higher turnover rate 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 may negatively affect your Portfolio’s performance. Limited markets: Certain securities may be less liquid (harder to sell or buy) and their prices may 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 may fall below par value or the principal investment. 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 may impact the value of investments, or the securities’ claim on the issuer’s assets and finances. Inflation: Inflation may erode the buying power of your investment Portfolio, even if the dollar value of your investments remains the same. Risks Associated with Securities Apart from the general risks outlined above which apply to many investments, specific securities may have other risks. Bank Obligations including bonds and certificates of deposit may be vulnerable to setbacks or panics in the banking industry. Banks and other financial institutions are greatly affected by interest rates and may be 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. Being unsecured the risk to the investor is that the issuer may default. Common stocks may go up and down in price dramatically, and in the event of an issuer’s bankruptcy or restructuring could lose all value. A slower growth or recessionary economic environment could have an adverse effect on the price of all stocks. Corporate Bonds are debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Investors can 14  purchase other debt securities, such as zero-coupon bonds, which do not pay current interest, but are priced at a discount from their face values and their values accrete 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 Funds prices may vary significantly from the Net Asset Value due to market conditions. Certain Exchange Traded Funds may not track underlying benchmarks as expected. ETFs are also subject to these risks: (i) an ETF’s shares may trade at a market price that is above (premium) or below (discount) their net asset value and an ETF purchased at a premium may ultimately be sold at a discount; (ii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such 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 generally issued to obtain funds for various public purposes, including the construction of public facilities. Municipal bonds pay a lower rate of return than most other types of bonds. However, because of a municipal bond’s tax-favored status, investors should compare the relative after-tax return to the after-tax return of other bonds, depending on 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 its proportionate share of any fees and expenses payable directly by those funds. Therefore, you will incur higher expenses, many of which may be duplicative. In addition, your overall Portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). 15  Item 9: Disciplinary Information Criminal or Civil Actions Swiftwater Capital and its management persons have not been involved in any criminal or civil action. Administrative Enforcement Proceedings Swiftwater Capital and its management persons have not been involved in any administrative enforcement proceedings. Self-Regulatory Organization Enforcement Proceedings Swiftwater Capital and its management persons have not been involved in any self-regulatory organization (SRO) proceeding. 16  Item 10: Other Financial Industry Activities and Affiliations Related Persons No one at Swiftwater Capital has a relationship or arrangement with another firm that 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 Internet website www.NavigatingRetirement.com and promotes the book Fred has written: A Guide to Navigating Retirement. The message of the Guide emphasizes the non-investment aspects of retirement: physical health, mental wellness, intellectual and social activities, community building, and non- financial 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, no conflict exists for Swiftwater Capital 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. 17  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 the best interests of each Client. 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 This Code of Ethics does not identify all possible conflicts of interest, and compliance with each of its specific provisions will not shield our firm or its access persons from liability for misconduct that violates a fiduciary duty to Clients. A summary of the Code of Ethics' Principles is outlined below. Integrity - Access persons shall offer and provide professional services with integrity. ● ● Objectivity - Access persons shall be objective in providing professional services to Clients. ● Competence - Access 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 - Access persons shall perform professional services in a manner that is fair and reasonable to Clients, principals, partners, and employers, and shall disclose conflict(s) of interest in providing such services. ● Confidentiality - Access 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 - Access persons conduct in all matters shall reflect the credit of the profession. ● Diligence - Access 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 access 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 access 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 access persons, and its related persons may buy or sell the same securities or different from those we recommend to Clients. To reduce or eliminate certain conflicts of interest, our Code of Ethics may require that we restrict or prohibit access 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 “access persons”. 18  Trading Securities At/Around the Same Time as Client’s Securities Occasionally our firm, its access 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 access persons shall have priority over Clients’ accounts in the purchase or sale of securities. 19  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 reputation and services provided by the firm. In recommending custodians, we have an obligation to seek the “best execution” of transactions in Client accounts. The determinative factor in the analysis of best execution is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution, considering the full range of the custodian’s services. The factors we consider when evaluating a custodian for best execution include, without limitation, 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 us and Clients. With this in consideration, our firm generally recommends Charles Schwab & Co., Inc. (“Schwab”), an independent and unaffiliated SEC registered broker-dealer firm 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 whereby soft-dollar credits, used to purchase products and services, are earned directly in proportion to the commissions paid by a Client. However, because of being on their institutional platform, Schwab may provide us with certain services that may 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 at all times must put the interests of its Clients first. Clients should be aware, 20  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 as Swiftwater Capital regularly reviews the factors used to select custodians to 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 to which we might not otherwise have access or that would require a significantly higher minimum initial investment by 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 other products and services that benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering Clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may 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; facilitate payment of our fees from Clients’ accounts; and ● ● provide pricing and other market data; ● ● assist with back-office functions, recordkeeping, and Client reporting. 3. Services that generally benefit only us. Schwab also offers other services intended to help us manage and develop our business enterprise. 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 Clients establish account(s) at Schwab to execute transactions through. We will assist with establishing 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 most favorable execution of Client transactions, and this practice may cost Clients more money. We base our recommendations on the factors disclosed in Item 12 herein and will only recommend custodians if we believe it's in the best interest of the Client. 21  If Clients do not wish to utilize our recommended custodian, we permit Clients to direct brokerage. We will be added to your account through a limited trading authority. However, due to restraints from not having access to an institutional platform, we cannot achieve most favorable execution of Client transactions. Clients directing brokerage may cost Clients more money. For example, in a directed brokerage account, the Client may pay higher brokerage commissions because we may not be able to aggregate orders to reduce transaction costs, or the Client may receive a higher transaction price at their selected custodian versus 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 a portion of the shares to participating accounts fairly and equitably. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion, regarding circumstances and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or access persons may participate in block trading with your accounts; however, they will not be given preferential treatment. 22  Item 13: Review of Accounts Periodic Reviews Frederick Payne, Consultant and CCO of Swiftwater Capital, will work with you to obtain current information regarding your assets and investment holdings and will review this information 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 of your assets under our management and post that report to our Internet Investment Portal. Occasionally, we may produce special reports on portions of your Portfolio. Clients who engage us for investment management services will have their account(s) reviewed regularly at a frequency no less than monthly by Frederick Payne, Consultant and CCO. 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 would be adverse market conditions, unusual performance, addition or deletions of Client-imposed restrictions, large distributions or contributions, volatility in performance, changes in our investment outlook, or per Client's 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. 23  Item 14: Client Referrals and Other Compensation Compensation Received by Swiftwater Capital Swiftwater Capital is a fee-only firm that is compensated solely 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 any person who is not employed by our firm. 24  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 the result of our business practices. Because of this, we must have certain safeguards in place to ensure the protection of Client assets and securities. Clients will receive at least quarterly statements from the broker-dealer, bank or other qualified custodian that holds and maintains 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 the 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 such statements and compare such official custodial records to the billing invoices that we provide you. Our billing invoices may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of 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 a 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 enumerated below: 1. You provide instructions to the qualified custodian, in writing, which includes 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. 25  Item 16: Investment Discretion For all investment accounts over which we have investment management supervision, we require Clients execute a Limited Power of Attorney to allow us to affect 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 may limit our discretion by requesting certain restrictions on investments we consider at our sole discretion reasonable and workable. We will explain to you discretion in more detail when our advisory relationship commences. 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. 26  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 attempt to vote these proxies consistent with your best economic interests. We maintain written policies and procedures about the handling, research, voting and reporting of proxy voting and 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 Absent 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 selection of account securities. We will generally vote on proposals consistent with the recommendations of the security’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 manner 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 regarding the proxy votes associated with securities in your account, or regarding our policies and procedures. In response to such a request, we send you a written response with the information requested and the name of the issuer, the proposal voted upon, and how we voted their proxy regarding each proposal about which they inquired. Our Chief Compliance Office has responsibility for the implementation and monitoring of the firm’s proxy voting policy, practice, disclosure, and recordkeeping. 27  Item 18: Financial Information We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to you, nor have we been the subject of any bankruptcy proceeding. We do not require or solicit prepayment of more than $500 in fees six months or more in advance. 28  Item 19: Requirements for State-Registered Advisers Swiftwater Capital is currently registered with the State of Oregon as an investment adviser. Given the dollar value of the assets we now have under management, we will be required to register with the Securities and Exchange commission as part of our annual registration renewal. This Brochure is being updated to reflect our application to the SEC. Until our registration is approved, we are required to make the following disclosure: Principal Officers Frederick Payne serves as Swiftwater Capital’s sole principal and CCO. Information about Frederick Payne’s education, business background, and outside business activities can be found in his ADV Part 2B, Brochure Supplement attached to this Brochure. Outside Business All outside business information, if applicable, about Swiftwater Capital is disclosed in Item 10 of this Brochure. Performance-Based Fees Neither Swiftwater Capital nor Frederick Payne is compensated by performance-based fees. Material Disciplinary Disclosures No management persons at Swiftwater Capital have not been involved in an investment-related arbitration claim of any kind nor been found liable in a civil, self-regulatory organization, or administrative proceeding. Material Relationships That Management Persons Have With Issuers of Securities Swiftwater Capital nor Frederick Payne has any relationship or arrangement with issuers of securities. 29