– ADVISORY BUSINESS Burns Matteson Capital Management, LLC (“We”, “Our”, “Us”, the “Registrant”, or the “Firm”) is an SEC Registered Investment Advisory Firm, providing Financial Planning and Investment Management services to clients throughout the United States. We currently serve clients in 23 states. Burns Matteson Capital Management in now in our 22nd year of business, having commenced operations in December 2000. The primary owner of Burns Matteson Capital Management is the firm’s President, William B. Burns, Jr., CFP®, who owns approximately 93% of the firm, with the remaining 7% owned by his spouse, Donna J. Burns. Burns Matteson Capital Management offers the following services to clients: INVESTMENT ADVISORY SERVICES: Burns Matteson Capital Management provides discretionary and non-discretionary investment advisory services on a fee basis. Registrant’s annual investment advisory fee shall include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of the Registrant), the Registrant may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. The Registrant provides investment advisory services specific to the needs of each client. Before providing investment advisory services, an investment adviser representative will ascertain each client’s investment objectives. Thereafter, the Registrant will recommend that the client allocate investment assets consistent with the designated investment objectives. The Registrant primarily recommends that clients allocate investment assets among various individual equity (stocks), debt (bonds) and fixed income securities, mutual funds and/or exchange traded funds (“ETFs”) in accordance with the client’s designated investment objective(s). Once allocated, the Registrant provides ongoing monitoring and review of account performance, asset allocation and client investment objectives. FINANCIAL PLANNING AND CONSULTING SERVICES (Stand-Alone): To the extent requested by the client, Burns Matteson Capital Management may provide its clients with a broad range of financial planning and consulting services (including investment and non- investment related matters). Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 5 Our Financial Planning Services are available to those individuals and families who do not need or otherwise qualify for our Wealth Management Services. Utilizing a rigorous process, we counsel and advise our clients in up to ten distinct areas of Financial Planning including: Investment Planning, Estate Planning, Income Tax Planning, Retirement Planning, Employee Stock Option Planning, College Education Planning, Cash Flow Planning, Insurance Planning, Wealth Transfer Planning, and Charitable Gift Planning. Although our Financial Planning Services include investment analysis and recommendations, we do not provide any day-to-day portfolio management for our financial-planning-only clients. Ongoing portfolio management is reserved for our Wealth Management clients. Our Financial Planning clients can then implement our no-load mutual fund and ETF recommendations with the brokerage firm of their choice. Our Financial Planning clients can choose to retain us to compose either a Traditional Financial Plan or a Specialized Financial Plan. The Traditional Financial Plan will encompass up to all ten areas of financial planning as needed for your unique situation. A Specialized Financial Plan will focus on a single financial planning discipline such as Retirement Planning or Stock Option Planning. Prior to engaging the Registrant to provide financial planning and/or consulting services, the client will generally be required to enter into a Financial Planning and Consulting Agreement with Registrant setting forth the terms and conditions of the engagement, describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to Registrant commencing services. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon. If requested by the client, Registrant may recommend the services of other professionals for implementation purposes. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify the Registrant if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. WEALTH MANAGEMENT SERVICES: Our Wealth Management services are available to those families with a minimum net worth of $2 million. Our role is one of a "Financial Quarterback" for your family. Just like a quarterback leads the football team, we partner with a team of sophisticated, experienced professionals for our clients including attorneys, accountants, trust officers, bankers, and insurance agents. We can work with your existing advisors or assemble a team on your behalf from our network of trusted professionals. Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 6 Our Wealth Management services are designed to alleviate our clients from the burden of the day- to-day management of their wealth. By delegating their investment portfolio management and financial planning needs to Burns Matteson Capital Management, our clients have time to focus on the strategic decisions that need to be made for their family and time to pursue the joys that wealth brings. Our Wealth Management services include ongoing Investment Portfolio Management and may include Financial Planning services such as: Estate Planning, Income Tax Planning, Retirement Planning, Employee Stock Option Planning, College Education Planning, Cash Flow Planning, Insurance Planning, Wealth Transfer Planning, and Charitable Gift Planning. Our investment portfolios utilize a variety of no-load and institutional class mutual funds, individual stocks and bonds, publicly traded option contracts, certificates of deposit, and other investment vehicles where appropriate. INVESTMENT MANAGEMENT SERVICES: Our Investment Management Services are available to families who do not otherwise qualify for our Wealth Management Services, and who are primarily concerned with portfolio management. HOURLY CONSULTATIVE SERVICES: In the event a client or prospective client cannot be served by either our Wealth Management Services or Financial Planning Services, we are available for consultations on an hourly basis, at the current rate of $400 per hour. Any hourly engagements are designed to be short-term in nature and are typically used to provide a "second opinion" of your current portfolio or a particular financial planning situation. Our hourly rate is also applied to any forensic financial analysis and/or expert witness work. CUSTOMIZATION: Prior to recommending or implementing any initial investment or financial planning strategies, representatives of Burns Matteson Capital Management will meet with clients to determine their individual goals, objectives and risk tolerance. Once an initial strategy and/or asset allocation is agreed upon (typically referenced via an Investment Policy Statement), Burns Matteson Capital Management will implement investment decisions in accordance with that strategy on a discretionary basis. Discretionary authority is provided to Burns Matteson Capital Management via a limited power of attorney (LPOA) trading authorization signed by the client upon the opening of their account. Although Burns Matteson Capital Management manages investment portfolios on a discretionary basis, clients have the ability to impose certain restrictions regarding the management of their assets, if those restrictions are agreed upon by both the client and Burns Matteson Capital Management. Examples of common restrictions are a desire to maintain a pre-determined amount Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 7 of company stock, or a desire to eliminate certain industries from their portfolios (i.e., Socially Responsible Investing). MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. As indicated above, to the extent requested by a client, Registrant will generally provide financial planning and related consulting services inclusive of its advisory fee as set forth at Item 5 below (exceptions may occur based upon assets under management, special projects, etc. for which the Registrant may charge a separate fee). However, neither the Registrant nor its investment adviser representatives assist clients with the implementation of any financial plan, unless they have agreed to do so in writing. The Registrant does not monitor a client’s financial plan, and it is the client’s responsibility to revisit the financial plan with the Registrant, if desired. Furthermore, although the Registrant may provide recommendations regarding non-investment related matters, such as estate planning, tax planning and insurance, the Registrant does not serve as an attorney or accountant, and no portion of its services should be construed as legal or accounting services. Accordingly, the Registrant does not prepare estate planning documents or tax returns. To the extent requested by a client, the Registrant may recommend the services of other professionals for certain non-investment implementation purposes (i.e., attorneys, accountants, insurance, etc.), including certain of the Registrant’s representatives in their individual capacities as licensed insurance agents (See disclosure at Item 10.C below). The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Registrant and/or its representatives. If the client engages any recommended unaffiliated professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. At all times, the engaged licensed professional(s) (i.e., attorney, accountant, insurance agent, etc.), and not the Registrant, shall be responsible for the quality and competency of the services provided. Independent Managers. Registrant may allocate (and/or recommend that the client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers (“Independent Manager(s)”) in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager(s) will have day-to- day responsibility for the active discretionary management of the allocated assets. Registrant will continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 8 The Registrant generally considers the following factors when recommending Independent Manager(s): the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fees charged by the designated Independent Manager(s) are exclusive of, and in addition to, Registrant’s ongoing investment advisory fee, which will be disclosed to the client before entering into the Independent Manager engagement and/or subject to the terms and conditions of a separate agreement between the client and the Independent Manager(s). Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Registrant recommends that a client roll over their retirement plan assets into an account to be managed by Registrant, such a recommendation creates a conflict of interest if Registrant will earn new (or increase its current) compensation as a result of the rollover. If Registrant provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant, whether it is from an employer’s plan or an existing IRA Use of Mutual and Exchange Traded Funds. Most mutual funds and exchange traded funds are available directly to the public. Therefore, a prospective client can obtain many of the funds that may be utilized by Registrant independent of engaging Registrant as an investment advisor. However, if a prospective client determines to do so, he/she will not receive Registrant’s initial and ongoing investment advisory services. In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed below, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). Structured Notes. Registrant may purchase structured notes for client accounts. A structured note is a financial instrument that combines two elements, a debt security and exposure to an underlying asset or assets. It is essentially a note, carrying counter party risk of the issuer. However, the return on the note is linked to the return of an underlying asset or assets (such as the S&P 500 Index or commodities). It is this latter feature that makes structured products unique, as the payout Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 9 can be used to provide some degree of principal protection, leveraged returns (but usually with some cap on the maximum return), and be tailored to a specific market or economic view. In addition, investors may receive long-term capital gains tax treatment if certain underlying conditions are met and the note is held for more than one year. Finally, structured notes may also have liquidity constraints, such that the sale thereof before maturity may be limited. In the event that the client seeks to prohibit or limit the purchase of structured notes for the client’s account, the client can do so, in writing, addressed to Registrant’ Chief Compliance Officer. In the event that a client has any questions regarding structured notes, Registrant’s Chief Compliance Officer, Christopher Davis, CFP, remains available to address them. See Risks Associated with Structured Notes at Item 8 below. Non-Discretionary Service Limitations. Clients that determine to engage the Registrant on a non-discretionary investment advisory basis must be willing to accept that the Registrant cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event of a market correction during which the client is unavailable, the Registrant will be unable to effect any account transactions (as it would for its discretionary clients) without first obtaining the client’s consent. Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. At any specific point

in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Socially Responsible Investing Limitations. Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 10 Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. There are potential limitations associated with allocating a portion of an investment portfolio in ESG securities (i.e., securities that have a mandate to avoid, when possible, investments in such products as alcohol, tobacco, firearms, oil drilling, gambling, etc.). The number of these securities may be limited when compared to those that do not maintain such a mandate. ESG securities could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange traded funds are few when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Registrant), there can be no assurance that investment in ESG securities or funds will be profitable or prove successful. The Registrant does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. Cryptocurrency: For clients who want exposure to cryptocurrencies, such as Bitcoin, the Registrant, will advise the client to consider a potential investment in corresponding exchange traded securities and trusts, or an allocation to separate account managers and/or private funds that provide cryptocurrency exposure. Crypto is a digital currency that can be used to buy goods and services and uses an online ledger with strong cryptography (i.e., a method of protecting information and communications through the use of codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled and currently not widely regulated, and their price is determined by the supply and demand of their market. Because cryptocurrency is currently considered to be a speculative investment, the Registrant will not exercise discretionary authority to purchase a cryptocurrency investment for client accounts. Rather, a client must expressly authorize the purchase of the cryptocurrency investment. The Registrant does not recommend or advocate the purchase of, or investment in, cryptocurrencies. The Registrant considers such an investment to be speculative. Clients who authorize the purchase of a cryptocurrency investment must be prepared for the potential for liquidity constraints, extreme price volatility and complete loss of principal. Pension and 401(k) Retirement Rollovers – No Obligation, Potential for Conflict of Interest. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Registrant recommends that a client roll over their retirement plan assets into an account to be managed by Registrant, such a recommendation creates a conflict of interest if Registrant will earn new (or increase its current) compensation as a result of the rollover. If Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 11 Registrant provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant, whether it is from an employer’s plan or an existing IRA. Registrant’s Chief Compliance Officer, William B. Burns, Jr, CFP, remains available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, Registrant generally recommends that Schwab serve as the broker- dealer/custodian for client investment management assets. Broker-dealers such as Schwab charges brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark- downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian (while certain custodians, including Schwab, do not currently charge fees on individual equity transactions, others do). Please Note: there can be no assurance that Schwab will not change its transaction fee pricing in the future. Please Also Note: Schwab may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. When beneficial to the client, individual fixed‐income and/or equity transactions may be effected through broker‐dealers with whom Registrant and/or the client have entered into arrangements for prime brokerage clearing services, including effecting certain client transactions through other SEC registered and FINRA member broker‐dealers (in which event, the client generally will incur both the transaction fee charged by the executing broker‐dealer and a “trade-away” fee charged by Schwab). These fees/charges are in addition to Registrant’s investment advisory fee at Item 5 below. Registrant does not receive any portion of these fees/charges. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Christopher Davis, CFP, remains available to address any questions that a client or prospective client may have regarding the above. ERISA PLAN and 401(k) INDIVIDUAL ENGAGEMENTS: Trustee Directed Plans. Registrant may be engaged to provide discretionary investment advisory services to ERISA retirement plans, whereby the Firm shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, Registrant will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). Registrant will generally provide services on an “assets under Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 12 management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the Firm. Participant Directed Retirement Plans. Registrant may also provide investment advisory and consulting services to participant directed retirement plans per the terms and conditions of a Retirement Plan Services Agreement between Registrant and the plan. For such engagements, Registrant shall assist the Plan sponsor with the selection of an investment platform from which Plan participants shall make their respective investment choices (which may include investment strategies devised and managed by Registrant), and, to the extent engaged to do so, may also provide corresponding education to assist the participants with their decision-making process. Client Retirement Plan Assets. If requested to do so, Registrant shall provide investment advisory services relative to 401(k) plan assets maintained by the client in conjunction with the retirement plan established by the client’s employer. In such event, Registrant shall allocate (or recommend that the client allocate) the retirement account assets among the investment options available on the 401(k) platform. Registrant’s ability shall be limited to the allocation of the assets among the investment alternatives available through the plan. Registrant will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify Registrant of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Unless expressly indicated by the Registrant to the contrary, in writing, the client’s 401(k) plan assets shall be included as assets under management for purposes of Registrant calculating its advisory fee. Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 13 ByAllAccounts Advisor Platform. Registrant may provide its clients with access to account reporting services, such as ByAllAccounts, which can incorporate client investment assets that are not part of the assets that Registrant manages (the “Excluded Assets”). Registrant does not provide investment management, monitoring, or implementation services for the Excluded Assets. Unless otherwise specifically agreed to, in writing, Registrant’s service relative to the Excluded Assets is limited to reporting only. Therefore, Registrant shall not be responsible for the investment performance of the Excluded Assets. Rather, the client and/or their advisor(s) that maintain management authority for the Excluded Assets, and not Registrant, shall be exclusively responsible for such investment performance. Without limiting the above, the Registrant shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. The client may choose to engage Registrant to manage some or all of the Excluded Assets pursuant to the terms and conditions of an advisory agreement between Registrant and the client. The ByAllAccounts platform also provides access to other types of information and applications including financial planning concepts and functionality, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by Registrant. Finally, Registrant shall not be held responsible for any adverse results a client may experience if the client engages in financial planning or other functions available on the ByAllAccounts platform without Registrant’s assistance or oversight. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using:
• Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and,
• Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral; These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e. custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Registrant does not recommend such borrowing unless it is for specific short-term purposes (i.e. a bridge loan to Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 14 purchase a new residence). Registrant does not recommend such borrowing for investment purposes (i.e. to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to Registrant:
• by taking the loan rather than liquidating assets in the client’s account, Registrant continues to earn a fee on such Account assets; and,
• if the client invests any portion of the loan proceeds in an account to be managed by Registrant, Registrant will receive an advisory fee on the invested amount; and,
• if Registrant’s advisory fee is based upon the higher margined account value ( see margin disclosure at Item 5 below), Registrant will earn a correspondingly higher advisory fee. This could provide Registrant with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged asset loans. Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services. Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Registrant) will be profitable or equal any specific performance level(s). Disclosure Statement. A copy of the Registrant’s written Brochure and Client Relationship Summary, as set forth on Part 2 of Form ADV and Form CRS respectively, shall be provided to each client prior to the execution of any advisory agreement. Investment Advisory Services. The Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that Burns Matteson Capital Management – SEC Form ADV Part 2A – 03/28/2023 Page 15 the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. Wrap Fee Program. Burns Matteson Capital Management does not participate in a wrap fee program. Assets Under Management. As of 12/31/2022, Burns Matteson Capital Management manages approximately $266,821,501 of client assets on a discretionary basis and $3,400,399 of client assets on a non-discretionary basis for a total of $270,221,890 of client assets under management. Burns Matteson Capital Management works primarily with High Net Worth Clients, and also provide services to Individuals, Charitable Organizations, and Retirement Plans.