Pendleton Financial LLC

Item 5: Fees and Compensation
A | Fee Schedule

Investment Management Fees

Clients of Pendleton are subject to an annual asset-based fee, calculated as a percentage of the
market value of assets under Pendleton's management, in accordance with the fee schedule
outlined below. In exceptional circumstances, we may negotiate fees based on the client's needs,
complexity of their situation, or other relevant factors. As a result, some clients may pay fees that
differ from those described in the fee schedule. The final fee schedule is detailed in a written
investment advisory agreement, which is entered into with the client prior to the
commencement of our services. Fees are paid monthly (1/12th the annual rate outlined below),
in advance, and clients have the right to terminate their contracts at any time upon written notice

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to Pendleton. If a client terminates their contract, fees will be prorated for the period when
services were provided.

At any time, both parties may terminate this agreement and any fees charged for that month will
be refunded in full. If a client terminates the agreement within 5 business days of signing the
written advisory agreement, they may do so without penalty and receive a full refund of any fees
charged for that month.

Households over $500,000

The following annual fee rate schedule applies to individual clients, corporate brokerage
accounts, and commingled ERISA qualified retirement plans with a household value of assets
managed by Pendleton of $500,000 or more:

       Asset Level                                                      Annual Rate

       $1 - $1,000,000                                                  1.00%

       Next $2 million ($1,000,001 - $3,000,000)                        0.85%

       Next $2 million ($3,000,001 - $5,000,000)                        0.75%

       Next $10 million ($5,000,001 - $15,000,000)                      0.40%

       $15,000,001 and above                                            0.20%

       *Financial planning services are included in the fee above.

Households under $500,000

The following annual fee rate schedule applies to individual clients, corporate brokerage
accounts, and commingled ERISA qualified retirement plans with a household value of assets
managed by Pendleton of $500,000 or less:

       Asset Level                                                      Annual Rate

       $1 - $500,000                                                    1.25%

       *Financial planning services are included in the fee above if the household has more than $300,000
       in assets managed by Pendleton.

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Pension Consulting & ERISA Retirement Advisory Services Fees
For ERISA-qualified plan (daily valuation) consulting arrangements, the fee schedule is as follows:

       Asset Level                                                   Annual Rate

       $0 - $1,000,000                                               1.00%

       Next $2 million ($1,000,001 - $3,000,000)                     0.60%

       Next $2 million ($3,000,001 - $5,000,000)                     0.30%

       Next $10 million ($5,000,001 - $15,000,000)                   0.20%

       $15,000,001 and above                                         0.10%

The minimum fee is $500 per month / $1500 per quarter + travel expenses for 3(21) and 3(38)
Fiduciary status. ERISA fees are paid either monthly or quarterly, depending on where the assets
are housed, in advance.

Under certain circumstances, these fees are negotiable, and the final fee schedule will be
memorialized in the client’s advisory agreement.

Both parties may terminate the agreement without penalty for a full refund of Pendleton's fees
within five business days of signing the Investment Advisory Contract. Thereafter, both parties
may terminate the pension consulting agreement generally with 30 days' written notice.
Pendleton bills based on the balance on the last day of the preceding billing period.

B | Payment of Fees

Payment of Investment Management Fees

Asset-based investment management fees are withdrawn directly from the client's accounts with
client's written authorization on a monthly basis. Fees are paid in advance. Pendleton bills based
on the balance on the last day of the preceding billing period. Client relationships can be canceled
at any time by either party.

Payment of Pension Consulting Fees

Asset-based pension consulting fees are withdrawn directly from the client's accounts with
client's written authorization on a monthly or quarterly basis. Fees are paid in advance.

Fixed pension consulting fees are paid monthly or quarterly in advance.

Client relationships can be canceled at any time by either party.

Payment of Selection of Other Advisers Fees

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Fees for selection of SEI Investments as third-party adviser are withdrawn directly from the
client's accounts with client's written authorization. Fees are paid quarterly in advance. Client
relationships can be canceled at any time by either party.

C | Client Responsibility for Third Party Fees

Clients are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees,
mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and
expenses charged by Pendleton. Please see Item 12 of this brochure regarding broker-
dealer/custodian.

D | Prepayment of Fees

Pendleton collects fees in advance. Refunds for fees paid in advance but not yet earned will be
refunded on a prorated basis and returned within fourteen days to the client via check, or return
deposit back into the client’s account.
...

Item 7: Types of Clients
Pendleton generally provides advisory services to the following types of clients:
        • Individuals
        • High-Net-Worth Individuals
        • Pension and Profit-Sharing Plans (including 401(k) and 403(b) plans)
        • Charitable Organizations and foundations
        • Corporations and other business entities
There is no account minimum for any of Pendleton’s services, though there are minimum fees charged
for various services as outlined above.