General Information Holcombe Financial, Inc. (“HFI,” “we” or “us”) was formed in 2007 and provides financial planning, portfolio management, and general consulting services to our clients. We also provide advisory and management services to private investment vehicles. Russell E. (“Rusty”) Holcombe is the sole principal owner of HFI. Please see Brochure Supplements, Exhibit A, for more information on Mr. Holcombe and other individuals who formulate investment advice and have direct contact with clients, or have discretionary authority over client accounts. As of December 31, 2023, we managed $329,894,461 on a discretionary basis, and $17,158,169 assets on a non-discretionary basis. We do not participate in or offer any wrap programs. SERVICES PROVIDED The beginning of each client relationship begins with a detailed discussion with you to assess what you want to accomplish and address what is bothering you. Our process is designed to uncover the purpose of your wealth and how you wish it would make an impact in your life. In this discovery phase, we spend time with you, asking questions, discussing your investment experience and financial circumstances, and reviewing your options. Risks of investing are also discussed. Based on our reviews, we generally develop with you:
• a financial outline for you based on your financial circumstances and goals, (the “Financial Profile” or “Profile”); and
• your investment objectives and guidelines (the “Investment Plan” or “Plan”). The Financial Profile reflects your current financial picture and a look to your future goals. The Investment Plan outlines the types of investments HFI will make on your behalf to meet those goals. The Profile and the Plan are discussed regularly with you, but are not necessarily written documents. In cases where we provide general consulting services, we will work with you to prepare an appropriate summary of the specific project(s) to the extent necessary or advisable under the circumstances. Financial Planning We believe that our financial planning services are paramount to your success. We rarely provide Portfolio Management services to those not willing to engage in our financial planning process. We think a good financial plan has four components: 1. It understands what independence means in both financial and emotional terms for the client. 2. It understands the importance of cash flow to the survival of the client. 3. It understands the importance of risk mitigation in life. Not all risks are possible to protect against, but a good financial planning process tries to uncover and either eliminate or insulate them if possible. 4. It creates actionable tasks for the client to improve their probability of independence. Portfolio Management As described above, at the beginning of a client relationship, we meet with you, gather information, and perform research and analysis as necessary to develop your Investment Plan. The Investment Plan will be updated from time to time upon your request, or when determined to be necessary or advisable by us based on updates to your financial or other circumstances. We will monitor your portfolio’s performance on a continuous basis, and rebalance the portfolio whenever we think necessary, as changes occur in market conditions, your financial situation, or both. To implement your Investment Plan, we will manage your investment portfolio on a discretionary basis. As a discretionary investment adviser, we will have the authority to supervise and make investments in your portfolio without prior consultation with you. Notwithstanding our discretionary authority, we will not engage in transactions in private funds without your prior authorization. Notwithstanding the foregoing, you may impose certain written restrictions on us in the management of your investment portfolio, such as prohibiting the inclusion of certain types of investments in your investment portfolio or prohibiting the sale of certain investments held in the account at the commencement of our relationship. You should note, however, that if you impose restrictions it may adversely affect the composition and performance of your investment portfolio. You should also note that your investment portfolio is treated individually by considering each purchase or sale for your account. For these and other reasons, performance of client investment portfolios within the same investment objectives, goals and/or risk tolerance may differ, and you should not expect that the composition or performance of your investment portfolio would necessarily be consistent with similar clients of the firm. Portfolio Management for Held-Away Accounts Clients can choose to have us provide discretionary management for certain assets that are not held at a qualified custodian with which we have an advisory relationship (i.e., “held-away accounts”). We are able to provide investment management services for held-away accounts through a third-party order management system, Pontera Solutions, Inc. (“Pontera”). Held-away accounts typically include 401(k) accounts, 403(b)s, HSA accounts, 529 plans, and other similar accounts. We can view held-away accounts through the Pontera website, and enter trading instructions through their trading tool. Participating clients are provided access to the Pontera website and from there, directly link their held-away account to Pontera using their personal login credentials. The client’s login credentials are never made available to, held or stored by us. Clients should understand that our investment of the assets held within such accounts is limited to the various investment options made available by the account sponsor, issuer, or custodian. The goal is to allocate the portfolio assets in such a way as to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. We regularly review the available investment options in these accounts, monitor them, and rebalance the assets when deemed necessary in light of the client’s investment goals and risk tolerance, and consideration of current economic and market trends. Pontera charges us a percentage fee based on the amount of the client assets we manage through their platform. Clients do not pay any additional fee to Pontera or to us in connection with platform participation. We are not affiliated with Pontera and receive no compensation from Pontera for using their platform. Separate Account Managers When appropriate and in accordance with the Investment Plan for a client, we may recommend the use of one or more Separate Account Managers, each a “Manager.” Having access to various Managers offers a wide variety of manager styles, and offers clients the opportunity to utilize more than one Manager if necessary to meet the needs and investment objectives of the client. We will select or recommend the Manager(s) we deem most appropriate for the client. Factors that we consider in recommending/selecting Managers generally include the client’s stated investment objective(s), management style, performance, risk level, reputation, financial strength, reporting, pricing, and research. The Manager(s) will generally be granted discretionary trading authority to provide investment supervisory services for the portfolio. Under certain circumstances, we retain the authority to terminate the Manager’s relationship or to add new Managers without specific client consent. In other cases, the client will ultimately select one or more Managers recommended by us. Fees paid to such Manager(s) are separate from and in addition to the fee assessed by HFI . In any case, with respect to assets managed by a Manager, our role will be to monitor the overall financial situation of the client, to monitor the investment approach and performance of the Manager(s), and to assist the client in understanding the investments of the portfolio. Additionally, certain Managers may impose more restrictive account requirements than HFI and billing practices may vary. In such instances, we may be required to alter our corresponding account requirements and/or billing practices to accommodate those of the Manager(s). General Consulting In addition to the foregoing services, we may provide general consulting services.

These services are generally provided on a project basis, and usually include, without limitation, cash flow planning for certain events such as the sale of a business, education expenses or retirement, estate planning analysis, income tax planning analysis and review of your insurance portfolio, as well as other matters specific to you that we agree upon. The scope and fees for consulting services will be negotiated with you at the time of engagement for the applicable project. Affiliated Private Funds We serve as the General Partner/Managing Member and investment manager of the HF Retail Income Fund, LLC, HF Office Income Fund, LLC and HF FMC Income Fund II, LLC (collectively, the “Affiliated Funds”). The Affiliated Funds are pooled investment vehicles that are not registered under the Investment Company Act of 1940, as amended, in reliance on the exemptions provided in Sections 3(c)(1) or 3(c)(7) thereunder, as applicable. Additionally, the Affiliated Funds are not registered with the Securities and Exchange Commission and investors must be “accredited investors,” within the meaning under Regulation D of the Securities Act of 1933; and in some instances, must also be “qualified clients” within the meaning of Rule 205-3 of the Investment Advisers Act of 1940. From time to time, as appropriate and in accordance with the established Investment Plan and risk tolerance of certain of our clients, we recommend investments in one or more of the Affiliated Funds. Clients investing in the Affiliated Funds are assessed a fee that is a percentage of assets under management in the applicable fund. In addition, depending on the specific fund, we also receive a performance allocation from investors’ accounts, equal to a percentage of the net profits for the investor as described in the fund’s offering documents. A performance-based fee can create an incentive to make risker, more speculative investments than would be the case under a solely asset-based fee arrangement. Please see Item 6 - Performance-Based Fees and Side-By-Side Management below for more information. Our investors are provided with private placement memorandums and other offering and subscription documentation that detail the nature, risks and associated fees of each pooled investment vehicle. It is important that you read these documents before investing to fully understand the types of investments, risks and conflicts pertaining to the private funds. Please see Item 10, Other Financial Industry Activities and Affiliations for more information about the Affiliated Funds. Retirement Plan Advisory Services Establishing a sound fiduciary governance process is vital to good decision-making and to ensuring that prudent procedural steps are followed in making investment decisions. we will provide Retirement Plan consulting services to Plans and Plan Fiduciaries as described below. The particular services provided will be detailed in the consulting and/or management agreement. The appropriate Plan Fiduciary(ies) designated in the Plan documents (e.g., the Plan sponsor or named fiduciary) will (i) make the decision to retain our firm; (ii) agree to the scope of the services that we will provide; and (iii) make the ultimate decision as to accepting any of the recommendations that we may provide. The Plan Fiduciaries are free to seek independent advice about the appropriateness of any recommended services for the Plan. Retirement Plan consulting services may be offered individually or as part of a comprehensive suite of services. The Employee Retirement Income Security Act of 1974 (“ERISA”) sets forth rules under which Plan Fiduciaries may retain investment advisers for various types of services with respect to Plan assets. For certain services, HFI will be considered a fiduciary under ERISA. For example, we will act as an ERISA § 3(21) fiduciary when providing non-discretionary investment advice to the Plan Fiduciaries by recommending a suite of investments as choices among which Plan Participants may select. Also, to the extent that the Plan Fiduciaries retain us to act as an investment manager within the meaning of ERISA § 3(38), we will provide discretionary investment management services to the Plan. Fiduciary Consulting Services
• Investment Selection Services We will provide Plan Fiduciaries with recommendations of investment options consistent with ERISA section 404(c). Plan Fiduciaries retain responsibility for the final determination of investment options and for compliance with ERISA section 404(c).
• Non-Discretionary Investment Advice We will provide Plan Fiduciaries and Plan Participants general, non-discretionary investment advice regarding asset classes and investments.
• Investment Monitoring We will assist in monitoring the plan’s investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformation to the guidelines set forth in the investment policy statement and we will make recommendations to maintain or remove and replace investment options. The details of this aspect of service will be enumerated in the engagement agreement between the parties. Fiduciary Management Services
• Discretionary Management Services When retained as an investment manager within the meaning of ERISA § 3(38), we provide continuous and ongoing supervision over the designated retirement plan assets. HFI will actively monitor the designated retirement plan assets and provide ongoing management of the assets. When applicable, we will have discretionary authority to make all decisions to buy, sell or hold securities, cash or other investments for the designated retirement plan assets in our sole discretion without first consulting with the Plan Fiduciaries. We also have the power and authority to carry out these decisions by giving instructions, on your behalf, to brokers and dealers and the qualified custodian(s) of the Plan for our management of the designated retirement plan assets.
• Discretionary Investment Selection Services We will monitor the investment options of the Plan and add or remove investment options for the Plan without prior consultation with the Plan Fiduciaries. We will have discretionary authority to make and implement all decisions regarding the investment options that are available to Plan Participants.
• Investment Management via Model Portfolios. We will provide discretionary management of Model Portfolios among which the participants may choose to invest as Plan options. Plan Participants will also have the option of investing only in options that do not include Model Portfolios (i.e., the Plan Participants may elect to invest in one or more of the mutual fund options made available in the Plan, and choose not to invest in the Model Portfolios at all). Non-Fiduciary Services
• Participant Enrollment We will assist with group enrollment meetings designed to increase retirement Plan participation among employees and investment and financial understanding by the employees. Retirement Account Transfers and Plan Rollovers We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also 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. If we recommend that a client transfer their IRA or roll over retirement plan assets into an account to be managed by us, such a recommendation creates a conflict of interest if we will earn a new (or increase our current) advisory fee because of the transfer/rollover. We have a fiduciary duty and must act in your best interest when making a recommendation regarding whether to transfer your IRA assets, maintain investments in a retirement plan, take a distribution from a retirement plan or roll over investments from a retirement plan to a Rollover IRA. Clients are under no obligation to transfer an IRA or rollover plan assets to an IRA managed by us or to engage us to monitor and/or manage the account while maintained at a client’s employer.