A | Description of the Advisory Firm Pendleton Financial, LLC, dba Pendleton Financial, Pendleton Financial Wealth Management, (“Pendleton,” “firm,” “we,” “us,” and “our”) is a Limited Liability Company organized in the State of North Carolina. The firm was formed in February 2023, and the principal owner is Gray Ellis Pendleton, CFP®. Gary H. Pendleton, ChFC began what is now Pendleton Financial in March of 1976. Gary’s son, Gray Ellis Pendleton, CFP® joined the firm in 2011, after graduating with a degree in Economics and working in investment and commercial banking for several years. Gray earned his CFP® designation in 2015, assumed management responsibilities in 2016, and has been leading the business with a focus on serving clients as fiduciaries ever since. B | Types of Advisory Services Pendleton Financial, LLC, (“Pendleton,” “firm,” “we,” “us,” and “our”) offers the following services to advisory clients (“client,” “you,” and “your”), each of which are designed to help you achieve your financial goals: Investment Management Services Pendleton offers ongoing investment management services that cater to each client's specific goals, objectives, time horizon, and risk tolerance. Pendleton creates an Investment Policy Statement that outlines the client's current financial situation, including their income, tax level, and risk tolerance, and constructs a plan to select an appropriate portfolio based on their unique circumstances. Investment management services include, but are not limited to, the following: • Investment strategies • Personal investment policy • Asset allocation • Asset selection • Risk tolerance • Regular portfolio monitoring • Tax efficient investing • Portfolio income
• Strategic rebalancing • Diversification Pendleton evaluates each client's current investments with respect to their goals, risk tolerance levels, income needs and time horizon. To execute transactions within a client's account held at an independent qualified custodian, Pendleton requires discretionary authority from the client, which allows us to select securities and execute transactions without obtaining prior consent for each specific transaction. Pendleton prioritizes discussing potential changes with the client before implementation, where possible. Pendleton upholds its fiduciary duty to clients and 4 | Pendleton Financial ensures that they exercise authority consistent with the client's unique investment profile, objectives, needs, and restrictions. Pendleton seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of Pendleton’s economic, investment or other financial interests. To meet its fiduciary obligations, Pendleton attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, Pendleton’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is Pendleton’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. The Investment Policy Statement documents the client's risk tolerance levels, which Pendleton uses as a guide for portfolio selection. Pendleton typically requires clients to use Schwab Institutional, a division of Charles Schwab & Co., Inc. as their custodian because of their size, strength, reputation, and low fees. Pendleton evaluates the major custodians each year to ensure that Schwab is still the best fit for clients' needs. For more information on Pendleton's brokerage practices, please refer to Item 12 of this Brochure. Selection of Other Advisers Pendleton has discretion to choose third-party investment advisers to manage all or a portion of the client's assets. Before selecting other advisers for clients, Pendleton will always ensure those other advisers are properly licensed or registered as an investment adviser. Pendleton conducts due diligence on any third-party investment adviser, which may involve one or more of the following: phone calls, meetings and review of the third-party adviser's performance and investment strategy. Pendleton then makes investments with a third-party investment adviser by investing with the third-party adviser. These investments may be allocated either through the third-party adviser's fund or through a separately managed account managed by such third-party adviser on behalf of Pendleton's client. Pendleton may also allocate among one or more private equity funds or private equity fund advisers. Pendleton will review the ongoing performance of the third-party adviser as a portion of the client's portfolio. Financial Planning Services Financial plans and financial planning services encompass a range of financial topics, such as retirement income, risk management, tax reduction strategies, and investment strategies, among others. We may provide financial planning advice to you through a written financial plan, a shorter report or checklist, or informal discussions, depending on the terms of a written financial planning agreement. 5 | Pendleton Financial The majority of our clients receive financial planning services in conjunction with our investment advisory services, which are explained in more detail above. In this scenario, you have complete discretion to accept or reject our financial planning advice, and you are solely responsible for implementing and monitoring any investments that are held outside of the accounts designated for our investment supervisory services. We periodically review and update our financial planning recommendations to investment supervisory clients based on your needs and reasonable requests for such reviews, and we will do so at least once annually. Financial planning services include, but are not limited to, the following:
• Basics of Financial Planning • Preservation Planning
• Retirement Savings • Retirement Planning • Risk Management • Tax Planning • Income Planning • Estate Planning
• Psychology of Investing • Investment Planning Our financial planning process follows the guidelines established by the CFP Board as roughly outlined below. Depending on your unique situation, these steps may be tailored and abbreviated before proceeding with the implementation of your investment plan. It's important to recognize that financial planning is a continuous process. Similar to printed maps that become outdated shortly after they are printed, a financial plan also requires regular updates and adjustments as your life evolves. 1 | Setting the Stage During our initial meeting, we typically cover the financial and investment planning process, your goals and objectives, and how our CFP® professional can assist you. At Pendleton, we recognize that the primary stage is to converse about the range of services we offer, furnish you with our background information, outline payment options for products and services, clarify how we receive compensation, and declare any potential conflicts of interest. 2 | Obtaining a Clear Understanding of Your Financial Position After confirming the scope of the financial planning arrangement, along with identifying any potential conflicts of interest, the subsequent phase involves our CFP® professional commencing with the financial planning process. The primary task at hand is to collect pertinent information regarding your present financial status and personal circumstances. During this phase, topics such as your risk appetite, susceptibility to risks relating to longevity, economics, liabilities, and healthcare may be discussed. As your financial planner, we aim to become well acquainted with your unique situation. 6 | Pendleton Financial 3 | Defining Your Goals and Objectives Having gained a better understanding of your circumstances, the subsequent step is to establish your financial goals. Our CFP® professional recognizes the significance of being in sync with your objectives and discussing any presumptions or approximations. This is your opportunity to communicate what matters most to you. 4 | Analyzing Your Financial Strengths and Vulnerabilities Our CFP® professional will perform an in-depth analysis of your present financial status, examining your financial strengths and vulnerabilities, along with considering alternative courses of action. Depending on your individual circumstances, this assessment may include your cash flow, asset protection, retirement planning, emergency fund, and other pertinent financial information. The aim is to determine whether you are on the right path or whether any changes are required to achieve your goals. 5 | Developing Your Financial Planning Recommendations After analyzing your financial status and identifying potential areas for improvement, the subsequent phase involves our CFP® professional creating a tailored set of recommendations to help you achieve your goals. We consider all available options and determine what is best suited for your unique situation. This may entail financial

modeling using practical assumptions for life expectancy, tax rates, and investment returns. Our CFP® professional's primary responsibility is to develop recommendations aimed at maximizing the potential for you to achieve your goals. It's not just about finances - it's about your life, health, and even planning for future generations. 6 | Presentation of Recommendations Once our CFP® professional has developed a set of financial planning recommendations, the subsequent step involves presenting them to you for review. You will have the opportunity to provide feedback, ask questions, and discuss any adjustments to the plan, as you and your CFP® professional work collaboratively to finalize the steps required to achieve your goals. It's crucial for you to understand the reasoning behind each recommendation, along with the assumptions and estimates that your financial planner has made, and when you need to take action to implement your plan. 7 | Putting Your Financial Plan into Action With the financial plan in place, the next phase is to execute the plan. As per your planning agreement, the implementation phase outlines the specific roles and responsibilities of both you and your financial planner. Our CFP® professional will identify potential actions, products, and services required for the areas they are handling, and subsequently make recommendations. Before making your selections, you will have the opportunity to discuss the recommendations with your CFP® professional. 7 | Pendleton Financial 8 | Monitoring Progress: Prepare for a Collaborative Partnership Financial planning is an interactive process that requires collaboration. As per your planning agreement, the monitoring phase involves working together with our CFP® professional to regularly review the performance and progress of the plan. It's essential to understand the responsibilities of both parties, i.e., what your financial planner is responsible for and what you need to do. Your role involves keeping your CFP® professional informed about any changes in your personal circumstances that may require adjustments to your plan, such as changes in employment or family status. In contrast, your financial planner's job is to track your progress towards your goals and determine if any changes or updates are necessary. Throughout this process, your CFP® professional can provide ongoing support, guidance, and education. Additional Services Pendleton offers a range of additional client services at no extra cost, including educational seminars, client appreciation events, family meetings, referrals to other professionals, and other miscellaneous services related to comprehensive wealth management. Our aim is to be your primary point of contact for all matters related to your finances, providing a comprehensive suite of services to meet your needs. Pension Consulting & ERISA Retirement Advisory Services Pendleton offers consulting services to pension or other employee benefit plans (including but not limited to 401(k) and 403(b) plans). Pension consulting may include, but is not limited to: • Identifying investment objectives and restrictions
• Creating a written pension consulting plan and Investment Policy Statement • Providing guidance on various assets classes and investment options • Recommending money managers to manage plan assets in ways designed to achieve objectives
• Monitoring performance of money managers and investment options and making recommendations for changes
• Recommending other service providers, such as custodians, administrators, broker- dealers, recordkeepers and payroll vendors
• Creation and monitoring of model portfolios
• Employee education
• Fiduciary education to the committee or other responsible plan fiduciaries
• Fee Benchmarking around investments and vendors
• Target Date Funds analysis and suitability
• ERISA Compliance
• Financial Wellness
• Plan Governance
• Plan Design 8 | Pendleton Financial These services are based on the goals, objectives, demographics, time horizon, and/or risk tolerance of the plan and its participants. Pendleton also serves as either an ERISA 3(21) or ERISA 3(38) investment manager for participant directed, and employer directed retirement plans as outlined in the service agreement for each pension or retirement advisory client. Financial Planning for Emerging Wealth Clients Financial plans and financial planning may include, but are not limited to: investment planning; life insurance; tax concerns; retirement planning; education planning; and debt/credit planning. Unlike our typical advisory client, Emerging Wealth clients are typically in the accumulation phase, with under $300,000 in assets under management with our firm. Unlike our other client types, Emerging Wealth clients will not have financial planning services included with their investment advisory services. They will be subject to an additional fee outlined in the next section specifically for financial planning. This fee can be waived for legacy clients and at the discretion of the firm on an exceptional basis. Newsletters Pendleton offers a periodic newsletter to both clients and prospective clients. This newsletter is free of charge. Services Limited to Specific Types of Investments Pendleton generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), insurance products including annuities, equities (including individual company stocks), private equity funds, ETFs (including ETFs in the gold and precious metal sectors), treasury inflation protected/inflation linked bonds, commodities, non-U.S. securities, venture capital funds and private placements. Pendleton may use other securities as well to help diversify a portfolio when applicable. Written Acknowledgement of Fiduciary Status Pendleton and its employees are fiduciaries who must take into consideration the best interests of the firm's clients. In all interactions with clients, Pendleton is committed to conducting itself with competence, dignity, integrity, and ethics. When conducting investment analysis, making investment recommendations, trading, promoting services, or engaging in other professional activities, Pendleton will use reasonable care and exercise independent professional judgment. This approach ensures that clients receive the highest standard of service and advice from Pendleton, based on their unique financial circumstances and objectives. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries 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. We also have a fiduciary duty under the Investment Advisers Act of 1940 10 | Pendleton Financial with respect to all client accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. As a fiduciary, Pendleton has the obligation to deal fairly with its clients. Pendleton has the following responsibilities when working with a client:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest. C | Client Tailored Services and Client Imposed Restrictions Pendleton will tailor a program for each individual client. This will include an interview session to get to know the client’s specific needs and requirements as well as a plan that will be executed by Pendleton on behalf of the client. Pendleton may use model allocations together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. These restrictions should be received in writing to, and acknowledged in writing by, Pendleton. However, if the restrictions prevent Pendleton from properly servicing the client account, or if the restrictions would require Pendleton to deviate from its standard suite of services, Pendleton reserves the right to end the relationship. D | Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees and transaction costs. Pendleton does not participate in wrap fee programs. E | Assets Under Management Pendleton has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $110,483,348.00 $0 December 2023 10 | Pendleton Financial