Payne CM has been in business as an independent SEC registered investment adviser since June 2008. Payne CM offers clients a range of comprehensive wealth management solutions, which include financial planning, consulting, and portfolio management. Each of these service offerings encompasses the three pillars of the firm’s core philosophy: goal-oriented planning, risk limitation and highly personalized service. The current principal owners of the firm are Ryan M. Payne and Robert J. Payne. Prior to engaging Payne CM to provide any of the foregoing investment advisory services, the client is required to enter into one or more written agreements with Payne CM setting forth the terms and conditions under which Payne CM renders its services (collectively the “Agreement”). As of December 31, 2023, Payne CM had $387,476,075 in assets under management on a discretionary basis and $675,003,341 on a non-discretionary basis for a total of $1,062,479,416 in assets under management. This Disclosure Brochure describes the business of Payne CM. Certain sections will also describe the activities of Supervised Persons. Supervised Persons are any of Payne CM’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), or employees, or any other person who provides investment advice on Payne CM’s behalf and is subject to Payne CM’s supervision or control. FINANCIAL PLANNING AND CONSULTING SERVICES Payne CM provides clients with a broad range of comprehensive financial planning and consulting services, addressing a variety matters in relation to the following:
• Personal accounts;
• Trust accounts;
• 401(k) plans;
• SEP plans;
• Non-profit organizations;
• Individual retirement accounts;
• Profit sharing plans;
• SIMPLE plans;
• Corporate cash management; and
• Education account While certain of the above referenced services may be provided to existing clients under an investment management engagement, Payne CM also offers these services on a standalone basis. The firm also offers standalone financial coaching services to individuals and institutional clients. Financial coaching services are provided pursuant to a specialized engagement and are customized to accommodate the specific needs and objectives of a particular client. These services may address debt reduction, household income management and savings strategies, amongst a range of other financial matters. If requested by the client, Payne CM 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 Payne CM. 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 Payne CM, shall be responsible for the quality and competency of the services provided. It remains the client’s responsibility to promptly notify Payne CM if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Payne CM’s previous recommendations and/or services. INVESTMENT MANAGEMENT SERVICES Payne CM manages clients’ investment portfolios on a discretionary and/or non-discretionary basis. Payne CM primarily allocates clients’ investment management assets among mutual funds, exchange-traded funds (“ETFs”) and Independent Managers (as defined below), in accordance with the investment objectives of the client. Payne CM may also provide advice on legacy positions or investments otherwise held in clients' portfolios. Payne CM also may render investment management services to clients relative to variable life/annuity products that they may own, their individual employer-sponsored retirement plans, and/or 529 plans or other products that may not be held by the client’s primary custodian. Payne CM tailors its advisory services to the individual needs of clients. Payne CM consults with clients initially and on an ongoing basis to determine risk tolerance, time horizon and other factors that may impact the clients’ investment needs. Payne CM ensures that clients’ investments are suitable for their investment needs, goals, objectives, and risk tolerance. Clients are advised to promptly notify Payne CM if there are changes in their financial situation or investment objectives or if they wish to impose any reasonable restrictions upon Payne CM’s management services. Clients may impose reasonable restrictions or mandates on the management of their account. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. As indicated above, to the extent requested by a client, Payne CM may provide financial planning and related consulting services. Neither Payne CM nor its investment adviser representatives assist clients with the implementation of any financial plan, unless they have agreed to do so in writing. Payne CM does not monitor a client’s financial plan, and it is the client’s responsibility to revisit the financial plan with Payne CM, if desired. Payne CM does not serve as an attorney, accountant, or insurance agency, and no portion of its services should be construed as legal, accounting, or insurance brokerage services. Accordingly, Payne CM does not prepare estate planning documents, tax returns, or sell insurance products. To the extent requested by a client, Payne CM may recommend the services of other professionals for certain non-investment implementation purpose (i.e., attorneys, accountants, insurance agents, etc.). Clients are reminded that they are 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 made by Payne CM or its representatives. If the client engages any unaffiliated recommended 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 Payne CM, shall be responsible for the quality and competency of the services provided. Independent Managers. Payne CM will allocate (and/or recommend that the client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager(s) shall have day- to-day responsibility for the active discretionary management of the allocated assets. Payne CM shall continue to render investment advisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which Payne CM shall consider in recommending Independent Manager(s) include 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, Payne CM’s ongoing investment advisory fee, subject to the terms and conditions of a separate agreement between the client and the Independent Manager(s). Payne CM’s advisory fee is set forth in the fee schedule in Item 5 below. Non-Discretionary Service Limitations. Clients that engage Payne CM on a non-discretionary investment advisory basis must be willing to accept that Payne CM cannot affect any account transactions without obtaining prior consent to any such transaction(s) from the client. Therefore, in the event of a market correction during which the client is unavailable, Payne CM will be unable to affect any account transactions (as it would for its discretionary clients) without first obtaining the client’s consent. 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 Payne CM recommends that a client roll over their retirement plan assets into an account to be managed by Payne CM, such a recommendation creates a conflict of interest if Payne CM will earn new (or increase its current) compensation as a result of the rollover. If Payne CM 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), Payne CM 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 Payne CM, whether it is from an employer’s plan or an existing IRA. Use of Dimensional Fund Advisors Mutual Funds. Payne CM will recommend allocating investment assets to mutual funds that are not available directly to the public, such as those issued by Dimensional Fund Advisors (“DFA”), which are generally only available through registered investment advisers. Therefore, upon the termination of Payne CM’s services to a client, restrictions regarding transferability and/or additional purchases of, or reallocation among DFA funds will apply. Payne CM will also recommend that clients or perspective clients allocate investment assets to publicly available mutual funds that the client could obtain without engaging Payne CM as an investment adviser. However, if a client or prospective client decides to allocate investment assets to publicly available mutual funds without engaging Payne CM as an investment advisor, the client or prospective client would not receive the benefit of Payne CM’s initial and ongoing investment advisory services. Socially Responsible Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are limited when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Payne CM), there can be no assurance that investment in ESG securities or funds will be profitable or prove successful. Payne CM does not maintain or advocate an ESG investment strategy but will seek to employ ESG if directed by a client to do so. If implemented, Payne CM shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. eMoney Advisor Platform. Payne CM may provide its clients with access to an online platform hosted by “eMoney Advisor” (“eMoney”). The eMoney platform allows a client to view their complete asset allocation, including those assets that Payne CM does not manage (the “Excluded Assets”). Payne CM does not provide investment management, monitoring, or implementation services for the Excluded Assets. Therefore, Payne CM 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 shall be exclusively responsible for such investment performance, and not Payne CM. The client may choose to engage Payne CM to manage some or all of the Excluded Assets pursuant to the terms and conditions of an Investment Advisory Agreement between Payne CM and the client. The eMoney 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 Payne CM. Finally, Payne CM 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 eMoney platform without Payne CM’s assistance or oversight. Cash Positions. Payne CM continues to treat cash as an asset class. As such, unless determined to the contrary by Payne CM, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Payne CM’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), Payne CM 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, Payne CM’s advisory fee could exceed the interest paid by the client’s money market fund. Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion Payne CM shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless Payne CM reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. The above does not apply to the cash component maintained within a Payne CM actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager and cash balances maintained for fee billing purposes. The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Payne CM unmanaged accounts. Portfolio Activity. Payne CM has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Payne CM 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, 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 Payne CM 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. Client Obligations. In performing its services, Payne CM 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 Payne CM if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Payne CM’s previous recommendations and/or services. Cybersecurity Risk. The information technology systems and networks that Payne CM and its third-party service providers use to provide services to Payne CM’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Payne CM’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Payne CM are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Payne CM has established procedures to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that Payne CM does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Disclosure Brochure. A copy of Payne CM’s written Disclosure Brochure and Client Relationship Summary, as set forth on Part 2A of Form ADV and Form CRS respectively, shall be provided to each client or perspective client prior to, or contemporaneously with, the execution of the investment management agreement or financial planning and consulting agreement.