BARNES PETTEY FINANCIAL ADVISORS, LLC

FORM ADV PART 2A FIRM BROCHURE Item 1 – Cover Page 252 Sunflower Avenue Clarksdale, MS 38614 Telephone: 662-627-2225 Facsimile: 662-627-2088 www.barnespettey.com This brochure provides information about the qualifications and business practices of Barnes Pettey Financial Advisors, LLC. If you have any questions regarding the contents of this brochure, please do not hesitate to contact our Chief Compliance Officer, Christy Fabian, by telephone at 813-543-9862 or by email at christy.fabian@dinsmorecomplianceservices.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Barnes Pettey Financial Advisors, LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. Additional information about Barnes Pettey Financial Advisors, LLC, is available on the SEC’s website at www.adviserinfo.sec.gov. July 28, 2025  Item 2 – Material Changes Form ADV Part 2A requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the last annual amendment filed on April 4, 2025, the following material changes were made to this brochure: Barnes Pettey Financial Advisors, LLC will no longer offer wrap fee program enrollment to new clients, listed in Item 4. Barnes Pettey Financial Advisors, LLC will no longer have persons affiliated with our firm that are registered representatives of Raymond James Financial Services, Inc. (RJFS), a registered broker/dealer, member of FINRA/SIPC, and a wholly owned subsidiary of Raymond James Financial, Inc. (RJF), previously listed in Item 4. Barnes Pettey Financial Advisors, LLC executive officers have changed, Janea Burgess has been replaced as Chief Compliance Officer by Christy Fabian. Christy Fabian is available by telephone at 813-543-9862 or by email at christy.fabian@dinsmorecomplianceservices.com.  Item 3 - Table of Contents Item 1 – Cover Page ...................................................................................................................................... 1 Item 2 – Material Changes ............................................................................................................................ 2 Item 3 - Table of Contents ............................................................................................................................ 3 Item 4 - Advisory Business ............................................................................................................................ 4 Item 5 - Fees and Compensation .................................................................................................................. 7 Item 6 - Performance-Based Fees and Side-by-Side Management .............................................................. 9 Item 7 - Types of Clients .............................................................................................................................. 10 Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss ...................................................... 10 Item 9 – Disciplinary Information ............................................................................................................... 15 Item 10 – Other Financial Industry Activities and Affiliations .................................................................... 15 Item 11 – Code of Ethics, Participation or Interest in Client Transactions ................................................. 16 Item 12 – Brokerage Practices .................................................................................................................... 16 Item 13 – Review of Accounts..................................................................................................................... 19 Item 14 – Client Referrals and Other Compensation .................................................................................. 20 Item 15 – Custody ....................................................................................................................................... 21 Item 16 – Investment Discretion ................................................................................................................ 21 Item 17 – Voting Client Securities ............................................................................................................... 21 Item 18 – Financial Information .................................................................................................................. 22  Barnes Pettey Financial Advisors, LLC Disclosure Brochure Item 4 - Advisory Business Description of the Advisory Firm Barnes Pettey Financial Advisors, LLC (“Barnes Pettey” or the “Firm”) is a limited liability company organized in the State of Mississippi. Barnes Pettey is an investment advisory firm registered with the United States Securities and Exchange Commission (“SEC”), and has been providing advisory services since 2007. Barnes Pettey is owned indirectly by Holmes Pettey, Andrew Yee, Art Smith, Ryan Barnes, Richard DeVoe, Julie Flowers, Joey Friend, and Daniel Myrick. Types of Advisory Services Barnes Pettey provides personalized investment consulting, financial planning on a non-discretionary basis, and discretionary and non-discretionary investment management services to individuals, including high net worth individuals, and entities, including, but not limited to trusts, estates, charitable organizations, corporations, and other business entities. Barnes Pettey also provides non-discretionary consulting services to retirement, pension and profit-sharing plans. Investment Management Services Barnes Pettey offers investment management services on a discretionary basis and non-discretionary basis. All investment advice provided is customized to each client’s investment objectives, risk tolerance, and financial needs. The information provided by the client, together with any other information relating to the client’s overall financial circumstances, will be used by Barnes Pettey to determine the appropriate portfolio asset allocation and investment strategy for the client. Financial planning services are also provided, depending on the needs of the client. The securities utilized by Barnes Pettey for investment in client accounts can consist of registered mutual funds and exchange traded funds (“ETFs”), but Barnes Pettey will also invest in equity securities, corporate bonds, REITS, variable annuities, Separately Managed Accounts (“SMAs”), private funds/alternative investments, closed end funds and structured notes, amongst others, if Barnes Pettey determines such investments fit within a client’s objectives and are in the best interest of our clients. Barnes Pettey may further recommend to clients that all or a portion of their investment portfolio be managed on a discretionary basis by one or more unaffiliated money managers or investment platforms (“External Managers”). The client may be required to enter into a separate agreement with the External Manager(s), which will set forth the terms and conditions of the client’s engagement of the External Manager. Barnes Pettey generally renders services to the client relative to the selection of External Managers. Barnes Pettey also assists in establishing the client’s investment objectives for the assets managed by External Managers, monitors and reviews the account performance and defines any restrictions on the account. The investment management fees charged by the designated External Managers, together with the fees charged by the corresponding designated broker-dealer/custodian of the client’s assets, are exclusive of, and in addition to, the annual advisory fee charged by Barnes Pettey. 4  Barnes Pettey Financial Advisors, LLC Disclosure Brochure Financial Planning and Consulting Services Barnes Pettey offers personal comprehensive financial planning services to set forth goals, objectives, and implementation strategies for the client over the long term. Depending upon individual client requirements, the comprehensive financial plan may include financial and cash flow statements, personal budgets, estate taxes, educational needs of dependents, life insurance needs, income tax analysis, investment analysis, disability analysis, charitable giving, employee benefits analysis and retirement plan objectives. In some circumstances, Clients may only require advice on a single aspect of the management of their financial resources. For these Clients, Barnes Pettey offers general consulting services that address only the specific areas of interest or concern. Barnes Pettey prepares and provides the financial planning client with a written comprehensive financial plan and performs periodic reviews of the plan with the client, as agreed upon with the client. In addition, Barnes Pettey provides financial planning services that are completed upon the delivery of the financial plan to the client. Clients should notify Barnes Pettey promptly anytime there is a change in their financial situation, goals, objectives, or needs and/or if there is any change to the financial information initially provided to Barnes Pettey. Barnes Pettey will not assume any responsibility for the accuracy, or the information provided by clients. Barnes Pettey is not obligated to verify any information received from a client or other professionals (e.g., attorney, accountant) designated by a client, and Barnes Pettey is expressly authorized by the client to rely on such information provided. Under all circumstances, clients are responsible for promptly notifying Barnes Pettey in writing of any material changes to the client’s financial situation, investment objectives, time horizon, or risk tolerance. Clients are under no obligation to implement any of the recommendations provided in their written financial plan. However, should a client decide to proceed with the implementation of the investment recommendations then the client can either have Barnes Pettey implement those recommendations, or utilize the services of any investment adviser or broker-dealer of their choice. In providing financial planning services, Barnes Pettey may additionally recommend our services and/or our Associated Persons services in their separate capacity as licensed insurance agents. A conflict of interest exists when Barnes Pettey makes such recommendations. Barnes Pettey cannot provide any guarantees or promises that a client’s financial goals and objectives will be met. Consulting Services to Retirement Plans Barnes Pettey offers consulting services to qualified plans, including 401k plans, and as well as profit- sharing and pension plans. These services include, depending upon the needs of the plan client, recommending investment options for plans to offer to participants, ongoing monitoring of a plan’s investment options, assisting plan fiduciaries in creating and/or updating the plan’s written investment policy statements, working with plan service providers, and providing general investment education to plan participants. For retirement plans, services may include an existing plan review, formation of an Investment Policy Statement, evaluation of existing vs. other alternatives, evaluation of plan vendors, initial creation of or advice on model portfolios, plan participant enrollment and education, performance 5  Barnes Pettey Financial Advisors, LLC Disclosure Brochure reporting of plan assets and reviews of model portfolios on at least an annual basis and annual due diligence reviews on third party money managers. Note for IRA and Retirement Plan Clients: When Barnes Pettey provides investment advice to you regarding your retirement plan account or individual retirement account, Barnes Pettey is 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. The way Barnes Pettey makes money creates some conflicts with your interests. To mitigate the conflict of interest, Barnes Pettey operates under a special rule that requires Barnes Pettey to act in your best interest and not put Barnes Pettey’s interest ahead of yours. Note Regarding Tax or Legal Advice: In providing services, Barnes Pettey does not offer or otherwise provide tax or legal advice. Barnes Pettey will, at a client’s direction and approval, work with a client’s existing tax or legal professionals to assist in the provision of the services. Fees charged by any tax, legal or other third-party professionals are the responsibility of the client. Barnes Pettey may refer professionals; however, there is no compensation to Barnes Pettey for these referrals, and clients are under no obligation to use the referred service providers. Client-Tailored Advisory Services Clients may impose reasonable restrictions on the management of their accounts if Barnes Pettey determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Barnes Pettey’s management efforts. Legacy Wrap Fee Investment Management Program The Wrap Program is only made available to clients (i.e. “Legacy Clients”) of Barnes Pettey who participated in a previous wrap program that is no longer available to Barnes Pettey as of July 1, 2025. The provision of investment management services through the Barnes Pettey Wrap Fee Program is limited to the Legacy Clients. This program is no longer offered to new clients. In the Wrap Program, the advisory fee and transaction costs are wrapped into one fee billed to your account quarterly in advance. Raymond James & Associates, Inc. (“RJA”), is the custodian, Barnes Pettey is the plan sponsor. As the custodian, RJA deducts the wrap fee from your account, and receives a portion of the fee for administrative services. Assets Under Management As of December 31, 2024, Barnes Pettey has $1,123,122,793 in assets under management. 6  Barnes Pettey Financial Advisors, LLC Disclosure Brochure Item 5 - Fees and Compensation Barnes Pettey charges fees based on a percentage of assets under management as well as fixed fees and hourly fees, depending on the particular types of services to be provided. The specific fees charged by Barnes Pettey for services provided will be set forth in each client’s agreement. Financial Planning and Investment Management Services Fees for Investment Management Services Barnes Pettey charges an annual advisory fee that is agreed upon with each client and set forth in an agreement executed by Barnes Pettey and the client. Barnes Pettey will bill clients quarterly, unless otherwise agreed upon. The advisory fee for the initial quarter shall be paid, on a pro rata basis, in arrears, based on the average daily balance of the assets in the client’s accounts for such initial quarter. For subsequent months, the advisory fee shall be paid, in advance, based on the average daily balance of the client’s accounts as of the last business day of the month as provided by third-party sources, such as pricing services, custodians, fund administrators, and client-provided sources. For purposes of fee calculation, the asset value of client accounts includes cash and cash equivalents, as well as margined securities and interest. Barnes Pettey does not reduce management fees for margin borrowing, regardless of whether the assets are in cash or other securities, and bills on the absolute market value of the margined assets. Barnes Pettey has a financial incentive to recommend that clients borrow money for the purchase of additional securities for the client’s account managed by Barnes Pettey or otherwise not liquidate some or all the assets Barnes Pettey manages, resulting in additional fees and interest charges. Barnes Pettey addresses this conflict of interest by this disclosure and working to ensure that any recommendation to a client regarding the use of margin is suitable for the client. Following is Barnes Pettey’s asset-based fee schedule for Investment Management Services: FEE SCHEDULE Market Value of Assets Rate 1.25% 1.10% 0.95% 0.80% 0.65% Up to $1,000,000 Over $1,000,000 to $2,000,000 Over $2,000,000 to $5,000,000 Over $5,000,000 to $10,000,000 Over $10,000,000 The percentage for the highest range of Managed Asset value achieved applies to all Managed Assets, not just Managed Assets within that range. Barnes Pettey’s policy is to include all related client accounts, specifically the accounts of direct family members sharing the same residence address and can include others that are “householded” for purposes of determining a client’s market value of assets. 7  Barnes Pettey Financial Advisors, LLC Disclosure Brochure Fees for Financial Planning and Consulting Services Clients receiving financial planning services are charged either a fixed fee ranging from $750 to $3,000, depending upon the complexity of a client’s plan and services provided or an hourly fee rate up to $200. For clients receiving ongoing financial planning services the annual fee is charged quarterly. For financial planning services that are completed upon the delivery of the financial plan to the client, the fixed or hourly fee can be charged in monthly or quarterly installments, as mutually agreed upon, or otherwise in full upon delivery of the completed financial plan. Actual fees charged are clearly outlined in the financial planning agreement and clients receive invoices reflecting the amount of the fees due and payable. Notwithstanding the foregoing, Barnes Pettey and the client may choose to negotiate an annual advisory fee that varies from the schedules set forth above. Factors upon which a different annual advisory fee may be based include, but are not limited to, the size and nature of the relationship, the services rendered, the nature and complexity of the products and investments involved, time commitments, and travel requirements. The advisory fee charged by the Firm will apply to all of the client’s assets under management, unless specifically excluded in the client agreement. The advisory fee may include the financial planning services described above. Although Barnes Pettey believes that its fees are competitive, clients should understand that lower fees for comparable services may be available from other sources and firms. The investment advisory agreement between Barnes Pettey and the client may be terminated at will by either Barnes Pettey or the client upon written notice. Barnes Pettey does not impose termination fees when the client terminates the investment advisory relationship, except when agreed upon in advance. Payment of Fees Barnes Pettey generally deducts its advisory fee from a client’s investment account(s) held at their custodian. Upon engaging Barnes Pettey to manage such account(s), a client grants Barnes Pettey this limited authority through written instructions to the custodian of their account(s). The client is responsible for verifying the accuracy of the calculation of the advisory fee; the custodian will not determine whether the fee is accurate or properly calculated. A client may utilize the same procedure for financial planning or consulting fees if the client has investment accounts held at a custodian. Although clients generally are required to have their investment advisory fees deducted from their accounts, in some cases, Barnes Pettey will directly bill a client for investment advisory fees if it determines that such billing arrangement is appropriate given the circumstances. The custodian of the client’s accounts provides each client with a statement, at least quarterly, indicating separate line items for all amounts disbursed from the client's account(s), including any fees paid directly to Barnes Pettey. Clients may make additions to and withdrawals from their account at any time, subject to Barnes Pettey’s right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate transferred securities or decline to accept particular securities into a client’s account. 8  Barnes Pettey Financial Advisors, LLC Disclosure Brochure Clients may withdraw account assets at any time on notice to Barnes Pettey, subject to the usual and customary securities settlement procedures. However, the Firm generally designs its portfolios as long- term investments, and the withdrawal of assets may impair the achievement of a client’s investment objectives. Barnes Pettey may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. Clients Responsible for Fees Charged by Financial Institutions and External Money Managers In connection with Barnes Pettey’s management of an account, a client will incur fees and/or expenses separate from and in addition to Barnes Pettey’s investment management services fee. These additional fees may include transaction charges and the fees/expenses charged by any custodian, subadvisor, mutual fund, ETF, separate account manager (and the manager’s platform manager, if any), limited partnership, or other advisor, transfer taxes, odd lot differentials, exchange fees, interest charges, ADR processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law, retirement plan account fees (where applicable), margin interest, brokerage commissions, mark-ups or mark-downs and other transaction-related costs, electronic fund and wire fees, and any other fees that reasonably may be borne by a brokerage account. For External Managers, clients should review each manager’s Form ADV 2A disclosure brochure and any contract they sign with the External Manager (in a dual contract relationship). The client is responsible for all such fees and expenses. Please see Item 12 of this brochure regarding brokerage practices. Prepayment of Fees As noted in Item 5(A) above, Barnes Pettey’s advisory fees generally are paid in advance. Upon the termination of a client’s advisory relationship, Barnes Pettey will issue a refund equal to any unearned management fee for the remainder of the quarter. The client may specify how they would like such refund issued (i.e., a check sent directly to the client, or a check sent to the client’s custodian for deposit into their account). Outside Compensation for the Sale of Securities or Other Investment Products to Clients Barnes Pettey does not buy or sell securities and does not receive any compensation for securities transactions in any client account, other than the investment advisory fees noted above. However, representatives of Barnes Pettey, in their individual capacities, are also licensed as insurance professionals. Such persons can earn commission-based compensation for selling insurance products to clients. Item 6 - Performance-Based Fees and Side-by-Side Management Barnes Pettey does not charge performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a 9  Barnes Pettey Financial Advisors, LLC Disclosure Brochure client’s account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees, while at the same time managing accounts that are not charged performance- based fees. Barnes Pettey’s fees are calculated as described in Item 5 above. Item 7 - Types of Clients Barnes Pettey offers investment advisory services to individuals, including high net worth individuals, families, trusts, estates, charitable organizations, corporations, and other business entities. Barnes Pettey does not impose a minimum portfolio size or a minimum initial investment to open an account. However, Barnes Pettey does reserve the right to accept or decline a potential client for any reason in its sole discretion. Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis and Risk of Loss A primary step in Barnes Pettey’s investment strategy is getting to know the clients – to understand their financial condition, risk profile, investment goals, tax situation, liquidity constraints – and assemble a complete picture of their financial situation. To aid in this understanding, Barnes Pettey offers clients financial planning that is highly customized and tailored. This comprehensive approach is integral to the way that Barnes Pettey does business. Once Barnes Pettey has a true understanding of its clients’ needs and goals, the investment process can begin, and the Firm can recommend strategies and investments that it believes are aligned with the client’s goals and risk profile. Barnes Pettey uses one or more of the following analysis methods to determine its client’s investment strategy: • Fundamental Analysis - involves analyzing individual companies and their industry groups, by looking at economic and financial factors, including the overall economy, industry conditions, and the health of the company itself, financially. This data is used to measure the intrinsic value of the company's stock compared to the current market value to determine if it is a good time to buy or sell. • Technical Analysis - involves studying past price patterns and trends in the financial markets to • predict the direction of both the overall market and specific stocks. Long Term Purchases - a strategy where securities are purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. • Short Term Purchases - a strategy where securities are purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. • Margin Transactions - a securities transaction in which an investor borrows money to purchase a security, in which case the security serves as collateral on the loan. • Option Writing/Trading - a securities transaction that involves buying or selling (writing) an option. If you write an option, and the buyer exercises the option, you are obligated to purchase or deliver a specified number of shares at a specified price at the expiration of the option 10  Barnes Pettey Financial Advisors, LLC Disclosure Brochure regardless of the market value of the security at expiration of the option. Buying an option gives you the right to purchase or sell a specified number of shares at a specified price until the date of expiration of the option regardless of the market value of the security at expiration of the option. Barnes Pettey’s investment strategies may vary depending on multiple unique factors, including but not limited to objectives, risk tolerance, time horizon, financial information, and liquidity needs. Client portfolios with similar investment objectives and asset allocation goals may own different securities and investments. The client’s portfolio size, tax sensitivity, desire for simplicity, income needs, long-term wealth transfer objectives, and time horizon, and custodian are all factors that influence Barnes Pettey’s investment recommendations. Investing in securities involves a risk of loss. A client can lose a substantial portion, or all of their investment. A client should be willing to bear such a loss. Some investments are intended only for sophisticated investors and can involve a high degree of risk. Material Risks Involved Investing in securities involves a significant risk of loss which clients should be prepared to bear. Barnes Pettey’s investment recommendations are subject to various market, currency, economic, political, and business risks, and such investment decisions will not always be profitable. Clients should be aware that there may be a loss or depreciation to the value of the client’s account. There can be no assurance that the client’s investment objectives will be obtained and no inference to the contrary should be made. Generally, the market value of equity stocks will fluctuate with market conditions, and small-stock prices generally will fluctuate more than large-stock prices. The market value of fixed income securities will generally fluctuate inversely with interest rates and other market conditions prior to maturity. Fixed income securities are obligations of the issuer to make payments of principal and/or interest on future dates, and include, among other securities: bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, or by a non-U.S. government or one of its agencies or instrumentalities; municipal securities; and mortgage- backed and asset-backed securities. These securities may pay fixed, variable, or floating rates of interest, and may include zero coupon obligations and inflation-linked fixed income securities. The value of longer duration fixed income securities will generally fluctuate more than shorter duration fixed income securities. Investments in overseas markets also pose special risks, including currency fluctuation and political risks, and it may be more volatile than that of a U.S. only investment. Such risks are generally intensified for investments in emerging markets. In addition, there is no assurance that a mutual fund or ETF will achieve its investment objective. Past performance of investments is no guarantee of future results. Additional risks involved in the securities recommended by Barnes Pettey include, among others: 11  Barnes Pettey Financial Advisors, LLC Disclosure Brochure • Stock market risk, which is the chance that stock prices overall will decline. The market value of equity securities will generally fluctuate with market conditions. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Prices of equity securities tend to fluctuate over the short term as a result of factors affecting the individual companies, industries, or the securities market as a whole. Equity securities generally have greater price volatility than fixed income securities. • • Sector risk, which is the chance that significant problems will affect a particular sector, or that returns from that sector will trail returns from the overall stock market. Daily fluctuations in specific market sectors are often more extreme than fluctuations in the overall market. Issuer risk, which is the risk that the value of a security will decline for reasons directly related to the issuer, such as management performance, financial leverage, and reduced demand for the issuer's goods or services. • Non-diversification risk, which is the risk of focusing investments in a small number of issuers, industries, or foreign currencies, including being more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. • Value investing risk, which is the risk that value stocks do not increase in price, not issue the anticipated stock dividends, or decline in price, either because the market fails to recognize the stock’s intrinsic value, or because the expected value was misgauged. If the market does not recognize that the securities are undervalued, the prices of those securities might not appreciate as anticipated. They also may decline in price even though in theory they are already undervalued. Value stocks are typically less volatile than growth stocks but may lag behind growth stocks in an up market. • Smaller company risk, which is the risk that the value of securities issued by a smaller company will go up or down, sometimes rapidly and unpredictably as compared to more widely held securities. Investments in smaller companies are subject to greater levels of credit, market and issuer risk. • Foreign (non-U.S.) investment risk, which is the risk that investing in foreign securities result in the portfolio experiencing more rapid and extreme changes in value than a portfolio that invests exclusively in securities of U.S. companies. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in the U.S. markets. • Interest rate risk, which is the chance that prices of fixed income securities decline because of rising interest rates. Similarly, the income from fixed income securities may decline because of falling interest rates. • Margin risk, which is the risk that margin borrowing will result in increased gain if the value of the securities in the account goes up, but will result in increased losses if the value of the securities in the account goes down. The custodian, acting as the Client’s creditor, will have the authority to liquidate all or part of the account to repay any portion of the margin loan, even if the timing would be disadvantageous to the Client. For performance illustration purposes, the margin interest charge will be treated as a withdrawal and will, therefore, not negatively impact the performance figures reflected on the quarterly advisory reports. • Credit risk, which is the chance that an issuer of a fixed income security will fail to pay interest and principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of that fixed income security to decline. 12  Barnes Pettey Financial Advisors, LLC Disclosure Brochure • Exchange Traded Fund (ETF) risk, which is the risk of an investment in an ETF, including the possible loss of principal. ETFs typically trade on a securities exchange and the prices of their shares fluctuate throughout the day based on supply and demand, which may not correlate to their net asset values. Although ETF shares will be listed on an exchange, there can be no guarantee that an active trading market will develop or continue. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. ETFs are also subject to secondary market trading risks. In addition, an ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain securities in the secondary market, or discrepancies between the ETF and the index with respect to weighting of securities or number of securities held. • Management risk, which is the risk that the investment techniques and risk analyses applied by Barnes Pettey may not produce the desired results and that legislative, regulatory, or tax developments affect the investment techniques available to Barnes Pettey. There is no guarantee that a client’s investment objectives will be achieved. • Real Estate risk, which is the risk that an investor’s investments in Real Estate Investment Trusts (“REITs”) or real estate-linked derivative instruments will subject the investor to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. An investment in REITs or real estate-linked derivative instruments subject the investor to management and tax risks. • Investment Companies (“Mutual Funds”) risk, when an investor invests in mutual funds, the investor will bear additional expenses based on their pro rata share of the mutual fund’s operating expenses, including the management fees. The risk of owning a mutual fund generally reflects the risks of owning the underlying investments the mutual fund holds. • Commodity risk, generally commodity prices fluctuate for many reasons, including changes in market and economic conditions or political circumstances (especially of key energy-producing and consuming countries), the impact of weather on demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation (agricultural, trade, fiscal, monetary and exchange control), international politics, policies of OPEC, taxation and the availability of local, intrastate and interstate transportation systems and the emotions of the marketplace. The risk of loss in trading commodities can be substantial. • Cybersecurity risk, which is the risk related to unauthorized access to the systems and networks of Barnes Pettey and its service providers. The computer systems, networks and devices used by Barnes Pettey and service providers to Barnes Pettey and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Cybersecurity breaches cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by Barnes Pettey and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or other compliance costs; as well as the inadvertent release of confidential 13  Barnes Pettey Financial Advisors, LLC Disclosure Brochure information. Similar adverse consequences could result from cybersecurity breaches affecting issues of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers and other financial institutions; and other parties. In addition, substantial costs may be incurred by those entities in order to prevent any cybersecurity breaches in the future. • Alternative Investments / Private Funds risk, investing in alternative investments is speculative, not suitable for all clients, and intended for experienced and sophisticated investors who are willing to bear the high economic risks of the investment, which can include: • loss of all or a substantial portion of the investment due to leveraging, short-selling or other speculative investment practices; • lack of liquidity in that there may be no secondary market for the investment and none expected to develop; • volatility of returns; • restrictions on transferring interests in the investment; • potential lack of diversification and resulting higher risk due to concentration of trading authority when a single adviser is utilized; • absence of information regarding valuations and pricing; • delays in tax reporting; • less regulation and higher fees than mutual funds; • risks associated with the operations, personnel, and processes of the manager of the funds investing in alternative investments. • Closed-End Funds risk, Closed-end funds typically use a high degree of leverage. They may be diversified or non-diversified. Risks associated with closed-end fund investments include liquidity risk, credit risk, volatility and the risk of magnified losses resulting from the use of leverage. Additionally, closed-end funds may trade below their net asset value. • Structured Notes risk, Structured notes are complex financial instruments. Clients should understand the reference asset(s) or index(es) and determine how the note’s payoff structure incorporates such reference asset(s) or index(es) in calculating the note’s performance. This payoff calculation may include leverage multiplied on the performance of the reference asset or index, protection from losses should the reference asset or index produce negative returns, and fees. Structured notes may have complicated payoff structures that can make it difficult for clients to accurately assess their value, risk and potential for growth through the term of the structured note. Determining the performance of each note can be complex and this calculation can vary significantly from note to note depending on the structure. Notes can be structured in a wide variety of ways. Payoff structures can be leveraged, inverse, or inverse-leveraged, which may result in larger returns or losses. Clients should carefully read the prospectus for a structured note to fully understand how the payoff on a note will be calculated and discuss these issues with Barnes Pettey. • • Market risk, Some structured notes provide for the repayment of principal at maturity, which is often referred to as “principal protection.” This principal protection is subject to the credit risk of the issuing financial institution. Many structured notes do not offer this feature. For structured notes that do not offer principal protection, the performance of the linked asset or index may cause clients to lose some, or all, of their principal. Depending on the nature of the linked asset or index, the market risk of the structured note may include changes in equity or commodity prices, changes in interest rates or foreign exchange rates, and/or market volatility. Issuance price and note value, The price of a structured note at issuance will likely be higher than the fair value of the structured note on the date of issuance. Issuers now 14  Barnes Pettey Financial Advisors, LLC Disclosure Brochure generally disclose an estimated value of the structured note on the cover page of the offering prospectus, allowing investors to gauge the difference between the issuer’s estimated value of the note and the issuance price. The estimated value of the notes is likely lower than the issuance price of the note to investors because issuers include the costs for selling, structuring and/or hedging the exposure on the note in the initial price of their notes. After issuance, structured notes may not be re-sold on a daily basis and thus may be difficult to value given their complexity. • Liquidity, The ability to trade or sell structured notes in a secondary market is often very limited, as structured notes (other than exchange-traded notes known as ETNs) are not listed for trading on securities exchanges. As a result, the only potential buyer for a structured note may be the issuing financial institution’s broker-dealer affiliate or the broker-dealer distributor of the structured note. In addition, issuers often specifically disclaim their intention to repurchase or make markets in the notes they issue. Clients should, therefore, be prepared to hold a structured note to its maturity date, or risk selling the note at a discount to its value at the time of sale. • Credit risk, Structured notes are unsecured debt obligations of the issuer, meaning that the issuer is obligated to make payments on the notes as promised. These promises, including any principal protection, are only as good as the financial health of the structured note issuer. If the structured note issuer defaults on these obligations, investors may lose some, or all, of the principal amount they invested in the structured notes as well as any other payments that may be due on the structured notes. There also are risks surrounding various insurance products that are recommended to Barnes Pettey clients from time to time. Such risks include, but are not limited to, loss of premiums. Prior to purchasing any insurance product, clients should carefully read the policy and applicable disclosure documents. Clients are advised that they should only commit assets for management that can be invested for the long term, that volatility from investing can occur, and that all investing is subject to risk. Barnes Pettey does not guarantee the future performance of a client’s portfolio, as investing in securities involves the risk of loss that clients should be prepared to bear. Past performance of a security or a fund is not necessarily indicative of future performance or risk of loss. Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the adviser and the integrity of the adviser’s management. Barnes Pettey has no information applicable to this Item. Item 10 – Other Financial Industry Activities and Affiliations Accounting Firm Richard DeVoe is a managing partner of DeVoe Carr, PLLC, an accounting firm. If you require accounting services, Barnes Pettey may recommend that you use DeVoe Carr, PLLC. There are no referral fee arrangements between our firms for the recommendation. Our advisory services and related fees are 15  Barnes Pettey Financial Advisors, LLC Disclosure Brochure separate and distinct from the compensation paid to DeVoe Carr, PLLC for their services. You are under no obligation to use DeVoe Carr, PLLC or Mr. DeVoe for accounting related services, and may obtain comparable services and/or lower fees through other firms. Item 11 – Code of Ethics, Participation or Interest in Client Transactions Description of Code of Ethics Barnes Pettey has a Code of Ethics (the “Code”) which requires Barnes Pettey’s employees (“supervised persons”) to comply with their legal obligations and fulfill the fiduciary duties owed to the Firm’s clients. Among other things, the Code of Ethics sets forth policies and procedures related to conflicts of interest, outside business activities, gifts and entertainment, compliance with insider trading laws and policies and procedures governing personal securities trading by supervised persons. Personal securities transactions of supervised persons present potential conflicts of interest with the price obtained in client securities transactions or the investment opportunity available to clients. The Code addresses these potential conflicts by prohibiting securities trades that would breach a fiduciary duty to a client and requiring, with certain exceptions, supervised persons to report their personal securities holdings and transactions to Barnes Pettey for review by the Firm’s Chief Compliance Officer. The Code also requires supervised persons to obtain pre-approval of certain investments, including initial public offerings and limited offerings. Barnes Pettey will provide a copy of the Code of Ethics to any client or prospective client upon request. Item 12 – Brokerage Practices Factors Used to Select Custodians and/or Broker-Dealers Barnes Pettey generally recommends that its investment management clients utilize the custody and brokerage services of an unaffiliated broker/dealer custodians (a “BD/Custodian”) with which Barnes Pettey has an institutional relationship. Currently, this includes Raymond James & Associates, Inc. (“RJA” or “Raymond James”), which is a “qualified custodian” as that term is described in Rule 206(4)-2 of the Advisers Act. Each BD/Custodian provides custody of securities, trade execution, and clearance and settlement of transactions placed on behalf of clients by Barnes Pettey. If your accounts are custodied at RJA, RJA will hold your assets in a brokerage account and buy and sell securities when Barnes Pettey instructs them to. The clients will pay fees, which are withheld directly from the client’s advisory fee, to Raymond James for custody and the execution of securities transactions in their accounts. In making BD/Custodian recommendations, Barnes Pettey will consider a number of judgmental factors, including, without limitation: 1) clearance and settlement capabilities; 2) quality of confirmations and account statements; 3) the ability of the BD/Custodian to settle the trade promptly and accurately; 4) the financial standing, reputation and integrity of the BD/Custodian; 5) the BD/Custodian’s access to markets, research capabilities, market knowledge, and any “value added” characteristics; 6) Barnes Pettey’s past experience with the BD/Custodian; and 7) Barnes Pettey’s past experience with similar 16  Barnes Pettey Financial Advisors, LLC Disclosure Brochure trades. Recognizing the value of these factors, clients may pay brokerage expenses in excess of that which another broker might have charged for effecting the same transaction. In exchange for using the services of Raymond James, Barnes Pettey may receive, without cost, computer software and related systems support that allows Barnes Pettey to monitor and service its clients’ accounts maintained with Raymond James. Raymond James also makes available to the Firm products and services that benefit the Firm but may not directly benefit the client or the client’s account. These products and services assist Barnes Pettey in managing and administering client accounts. They include investment research, both RJA’s own and that of third parties. Barnes Pettey may use this research to service all or some substantial number of client accounts, including accounts not maintained with Raymond James. In addition to investment research, Raymond James also makes available software and other technology that: • provide access to client account data (such as duplicate trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; facilitate payment of our fees from our clients’ accounts; and • • provide pricing and other market data; • • assist with back-office functions, recordkeeping, and client reporting. Raymond James also offers other services intended to help Barnes Pettey manage and further develop our business enterprise. These services may include: technology, compliance, legal, and business consulting; and • educational conferences and events; • • publications and conferences on practice management and business succession. Raymond James may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to the Firm. Raymond James may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Raymond James may also provide the Firm with other benefits such as occasional business entertainment of Firm personnel. The benefits received by Barnes Pettey through its participation in the Raymond James custodial platform do not depend on the amount of brokerage transactions directed to Raymond James. In addition, there is no corresponding commitment made by Barnes Pettey to Raymond James to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of participation in the program. While as a fiduciary, we endeavor to act in our clients’ best interests, our requirement that Program clients maintain their assets in accounts at RJA will be based in part on the benefit to Barnes Pettey of the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by Raymond James. The receipt of these benefits creates a potential conflict of interest and may indirectly influence Barnes Pettey’s choice of Raymond James for custody and brokerage services. 17  Barnes Pettey Financial Advisors, LLC Disclosure Brochure Barnes Pettey will periodically review its arrangements with the BD/Custodians and other broker-dealers against other possible arrangements in the marketplace as it strives to achieve the best execution on behalf of its clients. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including, but not limited to, the following: • a broker-dealer’s trading expertise, including its ability to complete trades, execute and settle difficult trades, obtain liquidity to minimize market impact and accommodate unusual market conditions, maintain anonymity, and account for its trade errors and correct them in a satisfactory manner; • a broker-dealer’s infrastructure, including order-entry systems, adequate lines of communication, timely order execution reports, an efficient and accurate clearance and settlement process, and capacity to accommodate unusual trading volume; • a broker-dealer’s ability to minimize total trading costs while maintaining its financial health, such as whether a broker-dealer can maintain and commit adequate capital when necessary to complete trades, respond during volatile market periods, and minimize the number of incomplete trades; • a broker-dealer’s ability to provide research and execution services, including advice as to the value or advisability of investing in or selling securities, analyses and reports concerning such matters as companies, industries, economic trends and political factors, or services incidental to executing securities trades, including clearance, settlement and custody; and • a broker-dealer’s ability to provide services to accommodate special transaction needs, such as the broker-dealer’s ability to execute and account for client-directed arrangements and soft dollar arrangements, participate in underwriting syndicates, and obtain initial public offering shares. Brokerage for Client Referrals Barnes Pettey does not select or recommend BD/Custodians based solely on whether or not it may receive client referrals from a BD/Custodian or third party. Trade Errors Barnes Pettey’s goal is to execute trades seamlessly and in the best interests of the client. In the event a trade error occurs, Barnes Pettey endeavors to identify the error in a timely manner, correct the error so that the client’s account is in the position it would have been had the error not occurred, and, after evaluating the error, assess what action(s) might be necessary to prevent a recurrence of similar errors in the future. Trade errors generally are corrected through the use of a “trade error” account or similar account at RJA, as the case may be. Barnes Pettey will work with the custodian to take the appropriate measures to return the client’s account to its intended position. 18  Barnes Pettey Financial Advisors, LLC Disclosure Brochure Trade Aggregation To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which the Firm’s supervised persons may invest, the Firm will generally do so in a fair equitable manner in accordance with applicable rules promulgated under the Advisers Act and guidance provided by the staff of the SEC and consistent with policies and procedures established by the Firm. Item 13 – Review of Accounts Periodic Reviews Investment Management Account Reviews While investment management accounts are monitored on an ongoing basis, Barnes Pettey’s investment adviser representatives seek to have at least one annual meeting with each client to conduct a formal review of the clients’ accounts. Accounts are reviewed for consistency with the investment strategy and other parameters set forth for the account and to determine if any adjustments need to be made. Financial Planning and Consulting Services Account Reviews Upon completion of the initial financial plan, ongoing annual review services are established, if provided for in the client agreement. Generally, Barnes Pettey meets with clients on an annual basis; however, more frequent reviews are not uncommon. The nature of the annual review is to evaluate the client’s progress from the previous year based on their goals and objectives. Barnes Pettey will collaborate with the client to update their financial information (i.e. insurance, investments, assets, income and expenses) and craft their yearly financial planning reports. Financial planning reports are written and may consist of a net worth statement, cash flow statement, estimated tax projections, education analysis, retirement analysis, insurance needs analysis, estate tax calculation, and an investment analysis. Reviews are conducted by an advisor of Barnes Pettey who is appropriately licensed to provide financial planning services. In addition, Barnes Pettey provides financial planning services that are completed upon the delivery of the financial plan to the client. In such situations, Barnes Pettey does not provide any ongoing reviews of the client’s financial plan. Other Reviews and Triggering Factors In addition to the periodic reviews described above, reviews may be triggered by changes in an account holder’s personal, tax or financial status. Other events that may trigger a review of an account are material changes in market conditions as well as macroeconomic and company- specific events. Clients are encouraged to notify Barnes Pettey of any changes in their personal financial situation that might affect their investment needs, objectives, or time horizon. 19  Barnes Pettey Financial Advisors, LLC Disclosure Brochure Regular Reports Written brokerage statements are generated no less than quarterly and are sent directly from the qualified custodian. These reports list the account positions, activity in the account over the covered period, and other related information. Clients are also sent confirmations following each brokerage account transaction unless confirmations have been waived. Barnes Pettey may also determine to provide account statements and other reporting to clients on a periodic basis. Clients are urged to carefully review all custodial account statements and compare them to any statements and reports provided by Barnes Pettey. Barnes Pettey statements and reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 14 – Client Referrals and Other Compensation Economic Benefits Provided by Third Parties for Advice Rendered to Clients Barnes Pettey does not receive benefits from third parties for providing investment advice to clients. As disclosed in Item 5 - Fees and Compensation above, some individuals providing investment advice on behalf of our firm are licensed insurance agents. For information on the compensation these individuals receive for insurance advice, the conflicts of interest this presents, and how Barnes Pettey addresses these conflicts, refer to Item 5 above. As disclosed in Item 12 - Brokerage Practices above, Barnes Pettey receives an economic benefit from RJA and their affiliates in the form of support products and services made available to Barnes Pettey and other independent investment advisors whose clients maintain accounts at RJA. These products and services, how they benefit Barnes Pettey, and the related conflicts of interest are described in Item 12 above. The availability of RJA's products and services to Barnes Pettey is based solely on our participation in the programs and not on the provision of any particular investment advice. Compensation to Non-Supervised Persons for Client Referrals Barnes Pettey seeks to enter into agreements with individuals and organizations, some of whom may be affiliated or unaffiliated with Barnes Pettey for the referral of clients to Barnes Pettey. All such agreements will be in writing and comply with the applicable state and federal regulations. If a client is introduced to Barnes Pettey by a solicitor, Barnes Pettey will pay that solicitor a flat fee in accordance with the applicable federal and state securities law requirements. Each prospective client who is referred to Barnes Pettey under such an arrangement will receive a copy of this Brochure and a separate written disclosure document disclosing the nature of the relationship between the third-party solicitor and Barnes Pettey and the compensation that will be paid by Barnes Pettey to the third party. The solicitor is required to obtain the client’s signature acknowledging receipt 20  Barnes Pettey Financial Advisors, LLC Disclosure Brochure of this Brochure and the solicitor’s written disclosure statement. In any case, applicable state laws may require these persons to become licensed either as representatives of Barnes Pettey or as an independent investment adviser. Barnes Pettey will request that our clients acknowledge this arrangement prior to acceptance of the clients’ account. Item 15 – Custody All clients must utilize a “qualified custodian” as detailed in Item 12. Clients are required to engage the custodian to retain their funds and securities and direct Barnes Pettey to utilize the custodian for the client’s securities transactions. Barnes Pettey’s agreement with clients and/or the clients’ separate agreements with the B/D Custodian may authorize Barnes Pettey through such BD/Custodian to debit the clients’ accounts for the amount of Barnes Pettey’s fee and to directly remit that fee to Barnes Pettey in accordance with applicable custody rules. Barnes Pettey is also deemed to have custody pursuant to the authority granted by the client through standing letters of authorization (SLOAs”) to move money from their account to a third-party. The BD/Custodian recommended by Barnes Pettey has agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to Barnes Pettey. Barnes Pettey encourages clients to review the official statements provided by the custodian, and to compare such statements with any reports or other statements received from Barnes Pettey. For more information about custodians and brokerage practices, see “Item 12 - Brokerage Practices.” Item 16 – Investment Discretion Clients have the option of providing Barnes Pettey with investment discretion on their behalf, pursuant to a grant of a limited power of attorney contained in Barnes Pettey’s client agreement. By granting Barnes Pettey investment discretion, a client authorizes Barnes Pettey to direct securities transactions and determine which securities are bought and sold, the total amount to be bought and sold, and at what price to execute trades. Clients may impose reasonable limitations in the form of specific constraints on any of these areas of discretion with the consent and written acknowledgement of Barnes Pettey if Barnes Pettey determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Barnes Pettey. Non-discretionary agreements prevent Barnes Pettey from executing trades without the approval of the Client. The Client has the unrestricted right to implement or decline any advice provided by Barnes Pettey. See also Item 4(C), Client-Tailored Advisory Services. Item 17 – Voting Client Securities Barnes Pettey does not accept the authority to and does not vote proxies on behalf of clients. Clients retain the responsibility for receiving and voting proxies for all and any securities maintained in client portfolios. 21  Barnes Pettey Financial Advisors, LLC Disclosure Brochure Item 18 – Financial Information Barnes Pettey is not required to disclose any financial information pursuant to this item due to the following: a) Barnes Pettey does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of rendering services; b) Barnes Pettey is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts; and c) Barnes Pettey has never been the subject of a bankruptcy petition. 22  FORM ADV PART 2A, APPENDIX 1 WRAP FEE PROGRAM BROCHURE Item 1 – Cover Page July 28, 2025 252 Sunflower Avenue Clarksdale, MS 38614 Telephone: 662-627-2225 Facsimile: 662-627-2088 www.barnespettey.com This wrap fee program brochure provides information about the qualifications and business practices of Barnes Pettey Financial Advisors, LLC. If you have any questions regarding the contents of this brochure, please contact our Chief Compliance Officer, Christy Fabian, by telephone at (813) 543-9862 or by email at christy.fabian@dinsmorecomplianceservices.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Barnes Pettey Financial Advisors, LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. Additional information about Barnes Pettey Financial Advisors, LLC, is available on the SEC’s website at www.adviserinfo.sec.gov.  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure Item 2 – Material Changes Form ADV Part 2A requires registered investment advisers to amend their wrap fee program brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s wrap fee program brochure, the adviser is required to notify you and provide you with a description of the material changes. The last annual update of our Firm Brochure occurred on April 4, 2025. As part of this annual update, this Brochure was revised to reflect the following material changes: Barnes Pettey no longer offers a wrap fee program enrollment to new clients. Barnes Pettey no longer participates in the Ambassador, IMPAC or Passport Wrap Programs sponsored through Raymond James & Associates, Inc. Barnes Pettey Financial Advisors, LLC executive officers have changed, Janea Burgess has been replaced as Chief Compliance Officer by Christy Fabian. Christy Fabian is available by telephone at 813-543-9862 or by email at christy.fabian@dinsmorecomplianceservices.com. 2  Item 3 - Table of Contents Item 1 – Cover Page ...................................................................................................................................... 1 Item 2 – Material Changes ............................................................................................................................ 2 Item 3 - Table of Contents ............................................................................................................................ 3 Item 4 – Services, Fees and Compensation .................................................................................................. 4 Item 5 – Account Requirments and Types of Clients .................................................................................... 6 Item 6 – Portfolio Manager Selection and Evaluation .................................................................................. 7 Item 7 – Client Information Provided to Portfolio Managers ..................................................................... 14 Item 8 – Client Contact with Portfolio Managers ....................................................................................... 14 Item 9 – Additional Information ................................................................................................................. 15  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure Item 4 – Services, Fees and Compensation Barnes Pettey Financial Advisors, LLC (“Barnes Pettey” or the “Firm”) is a limited liability company organized in the State of Mississippi. Barnes Pettey is an investment advisory firm registered with the United States Securities and Exchange Commission (“SEC”). Holmes Pettey, Andrew Yee, Art Smith, Ryan Barnes, Richard DeVoe, Julie Flowers, Joey Friend, and Daniel Myrick are indirect owners of Barnes Pettey Financial Advisors. This Brochure describes the Wrap Fee Program (“Wrap Program”) as it relates to clients receiving services through the Wrap Program. The Wrap Program is only made available to clients (i.e. “Legacy Clients”) of Barnes Pettey who participated in a previous wrap program that is no longer available to Barnes Pettey as of July 1, 2025. The provision of investment management services through the Barnes Pettey Wrap Fee Program is limited to the Legacy Clients. This program is no longer offered to new clients. In addition to the Wrap Program, the Firm offers a variety of advisory services, which include financial planning and consulting services, and investment management services under different arrangements than those described in this Brochure. Information about these services is contained in the Firm’s Form ADV Part 2A. New clients of Barnes Pettey, who are not Legacy Clients, are not provided investment management and other services through the Wrap Program. Description of the Program A. Barnes Pettey provides investment management services as the sponsor and manager of the Program. The Program utilizes registered mutual funds and exchange traded funds (“ETFs”), but may also utilize equity securities, corporate bonds, REITS, private funds/alternative investments and variable annuities, separately managed accounts (“SMAs”), among others, if we determine such investments fit within a client’s objectives and are in the best interest of our clients. Under the Wrap Program the client pays a single fee (“Program Fee”) for Barnes Pettey’s investment advice, custody and commissions for securities transactions executed through the Program custodian/broker-dealer, as described below. See Additional Fees and Expenses below for information regarding fees and expenses not included in the Program Fee. As part of the Wrap Program, Barnes Pettey may further recommend to clients that all or a portion of their investment portfolio be managed on a discretionary basis by one or more unaffiliated money managers or investment platforms (“External Managers”). The client may be required to enter into a separate agreement with the External Manager(s), which will set forth the terms and conditions of the client’s engagement of the External Manager. Barnes Pettey generally renders services to the client relative to the selection of External Managers. Barnes Pettey also assists in establishing the client’s investment objectives for the assets managed by External Managers, monitors and reviews the account performance and defines any restrictions on the account. The investment management fees charged by the designated External Managers, are exclusive of, and in addition to, the annual advisory fee charged by Barnes Pettey. Commissions for securities transactions executed at the direction of an External Manager, as defined below, are included in the Program Fee. Prior to receiving services under the Program, clients are required to enter into a written agreement with Barnes Pettey setting forth the relevant terms and conditions of the advisory relationship. Client must also open a securities brokerage account and complete a new account agreement with Raymond James 4  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure & Associates, Inc. (“RJA”), which is a “qualified custodian” as that term is described in Rule 206(4)-2 of the Investment Advisers Act of 1940. In the Wrap Program, the advisory fee and transaction costs are wrapped into one fee billed to your account quarterly in advance. Raymond James & Associates, Inc., is the custodian, Barnes Pettey is the plan sponsor. As the custodian, RJA deducts the wrap fee from your account, and receives a portion of the fee for administrative services. The Program Fee is based on a percentage of the value of assets under management and the Program Fee shall be paid quarterly in advance, based on the value of the assets in your account as of the last business day of the preceding quarter, as provided by third-party sources, such as pricing services, custodians, fund administrators, and client-provided sources. For Accounts opened after the beginning of a new calendar quarter the Management Fee for the initial quarter will be paid, on a pro rata basis, in arrears, based on the value of the Assets in your Account at the end of such initial quarter. For Accounts closed after the beginning of a new calendar quarter, our fees will be prorated. In addition, cash and accrued interest will be included for billing purposes unless determined otherwise in our sole discretion. Note for IRA and Retirement Plan Clients: When Barnes Pettey provides investment advice to you regarding your retirement plan account or individual retirement account, Barnes Pettey is 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. The way Barnes Pettey makes money creates some conflicts with your interests, so Barnes Pettey operates under a special rule that requires Barnes Pettey to act in your best interest and not put Barnes Pettey’s interest ahead of yours. The Program Fee B. The Program Fee covers Barnes Pettey’s advisory services, custody and commissions for securities transactions executed through Raymond James, whether on the instruction of Barnes Pettey or an External Manager. The Program Fee does not cover the investment management fees charged by the designated External Managers. The number of transactions made in clients’ accounts, the size of the accounts, and the securities used to construct a portfolio, as well as the commissions charged for each transaction, determines the relative cost of the Program versus paying for execution on a per transaction basis and paying a separate fee for advisory services. Participants in the Program may pay a higher or lower aggregate fee than if the investment management and brokerage services are purchased separately. Barnes Pettey does not charge its clients higher advisory fees based on their trading activity, but clients should be aware that Barnes Pettey may have an incentive to limit its trading activities in client accounts because Barnes Pettey is charged for executed trades. Barnes Pettey addresses this conflict of interest by this disclosure and by its policies and procedures which work to ensure that accounts are managed in accordance with clients’ goals and objectives without consideration of trading costs incurred by Barnes Pettey. 5  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure Cash Positions At any specific point in time, depending upon perceived or anticipated market conditions or events (there being no guarantee that such anticipated market conditions/events will occur), Barnes Pettey may maintain cash positions for defensive or other purposes. All cash positions (money markets, etc.) will be included as part of assets under management for purposes of calculating the Program Fee. Additional Fees and Expenses In addition to the Program Fee, clients will be responsible for transfer taxes, odd lot differentials, exchange fees, interest charges, ADR processing fees and any charges, taxes or other fees mandated by any federal, state or other applicable law, retirement plan account fees (where applicable), electronic fund and wire fees. Furthermore, Barnes Pettey fees do not cover transaction fees or “trade away” fees imposed for trades placed away from Raymond James. Fee Schedule Barnes Pettey charges an annual Program Fee described below. Fees are negotiable. Fee Based Relationship Values Up to $1,000,000 Over $1,000,000 to $2,000,000 Over $2,000,000 to $5,000,000 Over $5,000,000 to $10,000,000 Over $10,000,000 Annualized Fee 2.25% 2.00% 1.75% 1.50% 1.25% As described above, the Program is only made available to Legacy Clients. The Program Fee for Legacy Clients is a continuation of each individual Legacy Client’s fee schedule in the previous wrap program. The Program Fee charged by the Firm will apply to all of the client’s assets in the Program, unless specifically excluded in the client agreement. The Program Fee does not cover the investment management fees charged by the designated External Managers. Although Barnes Pettey believes that its fees are competitive, clients should understand that lower fees for comparable services may be available from other sources and firms. Compensation for Recommending the Program C. Barnes Pettey does not have any arrangements where it receives an economic benefit from a third party for recommending the Program. Item 5 – Account Requirements and Types of Clients Barnes Pettey offers investment advisory services to individuals, including high net worth individuals, and entities, including, but not limited to, trusts, estates, private foundations, and qualified retirement plans. Barnes Pettey does not impose a minimum portfolio size or a minimum initial investment to open a 6  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure Program account. However, Barnes Pettey does reserve the right to accept or decline a potential client for any reason in its sole discretion. In addition, as described above the Program is only made available to Legacy Clients. Item 6 – Portfolio Manager Selection and Evaluation Selection and Review of Portfolio Managers A. As referenced above, Barnes Pettey may utilize the advisory services of External Managers. In utilizing External Managers as portfolio managers for the Program, Barnes Pettey reviews External Managers based on the following factors: investment philosophy; • past performance; • cost; • • market outlook; • experience of portfolio managers and executive team; • opinions of third-party analysts; and • disciplinary, legal and regulatory histories of the firm and its associates. Barnes Pettey does not calculate External Manager’s portfolio management performance. Instead, Barnes Pettey relies upon the performance figures based on the client’s account statements or reports provided to Barnes Pettey by the External Managers. Barnes Pettey does not verify the accuracy of such performance information or its compliance with presentation standards. As a result, performance information may not be calculated on a uniform and consistent basis. Advisory Services Offered by Barnes Pettey B. See Item 4 of this Wrap Fee Program Brochure for a full description of the Program. In addition to the Program, Barnes Pettey provides investment management on a non-wrap fee basis, financial planning and consulting services, as well as investment management services to retirement plans. Investment Management Services Barnes Pettey offers investment management services on a discretionary basis and non- discretionary basis in a non-wrap fee format. All investment advice provided is customized to each client’s investment objectives and financial needs. The information provided by the client, together with any other information relating to the client’s overall financial circumstances, will be used by Barnes Pettey to determine the appropriate portfolio asset allocation and investment strategy for the client. Financial planning services are also provided, depending on the needs of the client. Investment Management Services to Retirement Plans Barnes Pettey offers non-discretionary advisory services to qualified plans, including 401k plans. These services include, depending upon the needs of the plan client, recommending, or for discretionary clients selecting, investment options for plans to offer to participants, ongoing monitoring of a plan’s investment options, assisting plan fiduciaries in creating and/or updating 7  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure the plan’s written investment policy statements, working with plan service providers, and providing general investment education to plan participants. Financial Planning and Consulting Services Barnes Pettey offers personal comprehensive financial planning services to set forth goals, objectives and implementation strategies for the client over the long term. Depending upon individual client requirements, the comprehensive financial plan will include recommendations for retirement planning, educational planning, estate planning, cash flow planning, tax planning and insurance needs and analysis. Barnes Pettey prepares and provides the financial planning client with a written comprehensive financial plan and performs quarterly, semi-annual, or annual reviews of the plan with the client, dependent on the client’s needs in accordance with the financial planning agreement. In addition, Barnes Pettey provides financial planning services that are completed upon the delivery of the financial plan to the client. In such situations, Barnes Pettey does not provide any ongoing reviews of the client’s financial plan. Clients should notify us promptly anytime there is a change in their financial situation, goals, objectives, or needs and/or if there is any change to the financial information initially provided to us. Clients are under no obligation to implement any of the recommendations provided in their written financial plan. However, should a client decide to proceed with the implementation of the investment recommendations then the client can either have Barnes Pettey implement those recommendations or utilize the services of any investment adviser or broker-dealer of their choice. Barnes Pettey cannot provide any guarantees or promises that a client’s financial goals and objectives will be met. Client Tailored Advisory Services C. Clients may impose reasonable restrictions on the management of their accounts if Barnes Pettey determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Barnes Pettey’s management efforts. The Program D. As described above, Barnes Pettey and External Managers serve as the portfolio managers of the Program. Barnes Pettey provides investment management services to Legacy Clients through the Program. See Item 4 above for a description of the Program and the other advisory services offered by Barnes Pettey. Clients may impose reasonable restrictions on the management of their accounts if Barnes Pettey determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Barnes Pettey’s management efforts. As described above in Item 4, Barnes Pettey receives all of the Program Fee after the payment of the brokerage, execution and custodian fees and expenses. In addition, as described in Item 4, the Program Fee does not cover the investment management fees charged by the designated External Managers. 8  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure Performance-Based Fees and Side-By-Side Management E. Barnes Pettey does not charge performance-based fees or participate in side-by-side management. Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client’s account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance- based fees. Barnes Pettey’s fees are calculated as described in Item 5 above. F. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis, Investment Strategies A primary step in Barnes Pettey’s investment strategy is getting to know the clients – to understand their financial condition, risk profile, investment goals, tax situation, liquidity constraints – and assemble a complete picture of their financial situation. To aid in this understanding, Barnes Pettey offers clients financial planning that is highly customized and tailored. This comprehensive approach is integral to the way that Barnes Pettey does business. Once Barnes Pettey has a true understanding of its clients’ needs and goals, the investment process can begin, and the Firm can recommend strategies and investments that it believes are aligned with the client’s goals and risk profile. Barnes Pettey primarily employs fundamental analysis methods in developing investment strategies for its clients. Research and analysis from Barnes Pettey is based on numerous sources, including third-party research materials and publicly available materials, such as company annual reports, prospectuses, and press releases. Barnes Pettey generally employs a long-term investment strategy for its clients, as consistent with their financial goals. At times, the Firm may also buy and sell positions that are more short-term in nature, depending on the goals of the client and/or the fundamentals of the security, sector or asset class. Client portfolios with similar investment objectives and asset allocation goals may own different securities and investments. The client’s portfolio size, tax sensitivity, desire for simplicity, income needs, long-term wealth transfer objectives, time horizon and choice of custodian are all factors that influence Barnes Pettey’s investment recommendations. Investing in securities involves a risk of loss. A client can lose all or a substantial portion of his/her investment. A client should be willing to bear such a loss. Some investments are intended only for sophisticated investors and can involve a high degree of risk. Material Risks Involved Investing in securities involves a significant risk of loss which clients should be prepared to bear. Barnes Pettey’s investment recommendations are subject to various market, currency, economic, political and business risks, and such investment decisions will not always be profitable. Clients should be aware that there may be a loss or depreciation to the value of the client’s account. 9  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure There can be no assurance that the client’s investment objectives will be obtained and no inference to the contrary should be made. Generally, the market value of equity stocks will fluctuate with market conditions, and small- stock prices generally will fluctuate more than large-stock prices. The market value of fixed income securities will generally fluctuate inversely with interest rates and other market conditions prior to maturity. Fixed income securities are obligations of the issuer to make payments of principal and/or interest on future dates, and include, among other securities: bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, or by a non-U.S. government or one of its agencies or instrumentalities; municipal securities; and mortgage-backed and asset-backed securities. These securities may pay fixed, variable, or floating rates of interest, and may include zero coupon obligations and inflation-linked fixed income securities. The value of longer duration fixed income securities will generally fluctuate more than shorter duration fixed income securities. Investments in overseas markets also pose special risks, including currency fluctuation and political risks, and it may be more volatile than that of a U.S. only investment. Such risks are generally intensified for investments in emerging markets. In addition, there is no assurance that a mutual fund or ETF will achieve its investment objective. Past performance of investments is no guarantee of future results. Additional risks involved in the securities recommended by Barnes Pettey pursuant to the Program include, among others: • Stock market risk, which is the chance that stock prices overall will decline. The market value of equity securities will generally fluctuate with market conditions. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Prices of equity securities tend to fluctuate over the short term as a result of factors affecting the individual companies, industries or the securities market as a whole. Equity securities generally have greater price volatility than fixed income securities. • Sector risk, which is the chance that significant problems will affect a particular sector, or that returns from that sector will trail returns from the overall stock market. Daily fluctuations in specific market sectors are often more extreme than fluctuations in the overall market. • Issuer risk, which is the risk that the value of a security will decline for reasons directly related to the issuer, such as management performance, financial leverage, and reduced demand for the issuer's goods or services. • Non-diversification risk, which is the risk of focusing investments in a small number of issuers, industries or foreign currencies, including being more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. • Value investing risk, which is the risk that value stocks not increase in price, not issue the anticipated stock dividends, or decline in price, either because the market fails to recognize the stock’s intrinsic value, or because the expected value was misgauged. If the market does not recognize that the securities are undervalued, the prices of those securities might not appreciate as anticipated. They also may decline in price even though in theory they are already undervalued. Value stocks are typically less volatile than growth stocks, but may lag behind growth stocks in an up market. • Smaller company risk, which is the risk that the value of securities issued by a smaller company will go up or down, sometimes rapidly and unpredictably as compared to more widely held 10  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure securities. Investments in smaller companies are subject to greater levels of credit, market and issuer risk. • • Foreign (non-U.S.) investment risk, which is the risk that investing in foreign securities result in the portfolio experiencing more rapid and extreme changes in value than a portfolio that invests exclusively in securities of U.S. companies. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in the U.S. markets. Interest rate risk, which is the chance that prices of fixed income securities decline because of rising interest rates. Similarly, the income from fixed income securities may decline because of falling interest rates. • Margin risk, which is the risk that margin borrowing will result in increased gain if the value of the securities in the account go up, but will result in increased losses if the value of the securities in the account goes down. The custodian, acting as the Client’s creditor, will have the authority to liquidate all or part of the account to repay any portion of the margin loan, even if the timing would be disadvantageous to the Client. For performance illustration purposes, the margin interest charge will be treated as a withdrawal and will, therefore, not negatively impact the performance figures reflected on the quarterly advisory reports. • Credit risk, which is the chance that an issuer of a fixed income security will fail to pay interest and principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of that fixed income security to decline. • Exchange Traded Fund (ETF) risk, which is the risk of an investment in an ETF, including the possible loss of principal. ETFs typically trade on a securities exchange and the prices of their shares fluctuate throughout the day based on supply and demand, which may not correlate to their net asset values. Although ETF shares will be listed on an exchange, there can be no guarantee that an active trading market will develop or continue. Owning an ETF generally reflects the risks of owning the underlying securities it is designed to track. ETFs are also subject to secondary market trading risks. In addition, an ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain securities in the secondary market, or discrepancies between the ETF and the index with respect to weighting of securities or number of securities held. • Management risk, which is the risk that the investment techniques and risk analyses applied by Barnes Pettey may not produce the desired results and that legislative, regulatory, or tax developments, affect the investment techniques available to Barnes Pettey. There is no guarantee that a client’s investment objectives will be achieved. • • Real Estate risk, which is the risk that an investor’s investments in Real Estate Investment Trusts (“REITs”) or real estate-linked derivative instruments will subject the investor to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. An investment in REITs or real estate-linked derivative instruments subject the investor to management and tax risks. Investment Companies (“Mutual Funds”) risk, when an investor invests in mutual funds, the investor will bear additional expenses based on his/her pro rata share of the mutual fund’s 11  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure operating expenses, including the management fees. The risk of owning a mutual fund generally reflects the risks of owning the underlying investments the mutual fund holds. • Commodity risk, generally commodity prices fluctuate for many reasons, including changes in market and economic conditions or political circumstances (especially of key energy- producing and consuming countries), the impact of weather on demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation (agricultural, trade, fiscal, monetary and exchange control), international politics, policies of OPEC, taxation and the availability of local, intrastate and interstate transportation systems and the emotions of the marketplace. The risk of loss in trading commodities can be substantial. • Cybersecurity risk, which is the risk related to unauthorized access to the systems and networks of Barnes Pettey and its service providers. The computer systems, networks and devices used by Barnes Pettey and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Cybersecurity breaches cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or other compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issues of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers and other financial institutions; and other parties. In addition, substantial costs may be incurred by those entities in order to prevent any cybersecurity breaches in the future. • Alternative Investments / Private Funds risk, investing in alternative investments is speculative, not suitable for all clients, and intended for experienced and sophisticated investors who are willing to bear the high economic risks of the investment, which can include: • • loss of all or a substantial portion of the investment due to leveraging, short-selling or other speculative investment practices; lack of liquidity in that there may be no secondary market for the investment and none expected to develop; volatility of returns; restrictions on transferring interests in the investment; • • • potential lack of diversification and resulting higher risk due to concentration of trading authority when a single adviser is utilized; absence of information regarding valuations and pricing; • • delays in tax reporting; • • less regulation and higher fees than mutual funds; risks associated with the operations, personnel, and processes of the manager of the funds investing in alternative investments. 12  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure • Closed-End Funds risk, Closed-end funds typically use a high degree of leverage. They may be diversified or non-diversified. Risks associated with closed-end fund investments include liquidity risk, credit risk, volatility and the risk of magnified losses resulting from the use of leverage. Additionally, closed-end funds may trade below their net asset value. • Structured Notes risk, Structured notes are complex financial instruments. Clients should understand the reference asset(s) or index(es) and determine how the note’s payoff structure incorporates such reference asset(s) or index(es) in calculating the note’s performance. This payoff calculation may include leverage multiplied on the performance of the reference asset or index, protection from losses should the reference asset or index produce negative returns, and fees. Structured notes may have complicated payoff structures that can make it difficult for clients to accurately assess their value, risk and potential for growth through the term of the structured note. Determining the performance of each note can be complex and this calculation can vary significantly from note to note depending on the structure. Notes can be structured in a wide variety of ways. Payoff structures can be leveraged, inverse, or inverse-leveraged, which may result in larger returns or losses. Clients should carefully read the prospectus for a structured note to fully understand how the payoff on a note will be calculated and discuss these issues with Barnes Pettey. • • Market risk, Some structured notes provide for the repayment of principal at maturity, which is often referred to as “principal protection.” This principal protection is subject to the credit risk of the issuing financial institution. Many structured notes do not offer this feature. For structured notes that do not offer principal protection, the performance of the linked asset or index may cause clients to lose some, or all, of their principal. Depending on the nature of the linked asset or index, the market risk of the structured note may include changes in equity or commodity prices, changes in interest rates or foreign exchange rates, and/or market volatility. Issuance price and note value, The price of a structured note at issuance will likely be higher than the fair value of the structured note on the date of issuance. Issuers now generally disclose an estimated value of the structured note on the cover page of the offering prospectus, allowing investors to gauge the difference between the issuer’s estimated value of the note and the issuance price. The estimated value of the notes is likely lower than the issuance price of the note to investors because issuers include the costs for selling, structuring and/or hedging the exposure on the note in the initial price of their notes. After issuance, structured notes may not be re-sold on a daily basis and thus may be difficult to value given their complexity. • Liquidity, The ability to trade or sell structured notes in a secondary market is often very limited, as structured notes (other than exchange-traded notes known as ETNs) are not listed for trading on securities exchanges. As a result, the only potential buyer for a structured note may be the issuing financial institution’s broker-dealer affiliate or the broker-dealer distributor of the structured note. In addition, issuers often specifically disclaim their intention to repurchase or make markets in the notes they issue. Clients should, therefore, be prepared to hold a structured note to its maturity date, or risk selling the note at a discount to its value at the time of sale. 13  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure • Credit risk, Structured notes are unsecured debt obligations of the issuer, meaning that the issuer is obligated to make payments on the notes as promised. These promises, including any principal protection, are only as good as the financial health of the structured note issuer. If the structured note issuer defaults on these obligations, investors may lose some, or all, of the principal amount they invested in the structured notes as well as any other payments that may be due on the structured notes. There also are risks surrounding various insurance products that are recommended to Barnes Pettey clients from time to time. Such risks include, but are not limited to loss of premiums. Prior to purchasing any insurance product, clients should carefully read the policy and applicable disclosure documents. Clients are advised that they should only commit assets for management that can be invested for the long term, that volatility from investing can occur, and that all investing is subject to risk. Barnes Pettey does not guarantee the future performance of a client’s portfolio, as investing in securities involves the risk of loss that clients should be prepared to bear. Past performance of a security or a fund is not necessarily indicative of future performance or risk of loss. Voting Client Securities G. Barnes Pettey does not accept the authority to and does not vote proxies on behalf of clients. Clients retain the responsibility for receiving and voting proxies for all and any securities maintained in client Program portfolios. Item 7 – Client Information Provided to Portfolio Managers Barnes Pettey and External Managers are the portfolio managers under the Program. External Managers have access to client information due to their access, for trading purposes, to the custodian’s system. Barnes Pettey does not provide information otherwise to the External Managers. Item 8 – Client Contact with Portfolio Managers Clients may contact Barnes Pettey personnel during regular business hours to discuss the Program and their Program accounts. Therefore, no restrictions are placed on a client’s ability to contact or consult with Barnes Pettey. Clients are not provided the opportunity to contact and consult with External Managers. 14  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure Item 9 – Additional Information Disciplinary Information A. Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the adviser and the integrity of the adviser’s management. Barnes Pettey has no information applicable to this Item. B. Other Financial Industry Activities and Affiliations Insurance Agent Activities Some advisory persons of Barnes Pettey are licensed as insurance professionals. Such persons earn commission-based compensation for selling insurance products to clients. Insurance commissions earned by advisory persons who are insurance professionals are separate from and in addition to Barnes Pettey’s advisory fee. This practice presents a conflict of interest as an advisory person who is an insurance professional has an incentive to recommend insurance products for the purpose of generating commissions rather than solely based on client needs. Barnes Pettey addresses this conflict through disclosure and strives to make recommendations which are in the best interests of its clients. Clients are under no obligation to purchase insurance products through any person affiliated with Barnes Pettey. Barnes Pettey clients should understand that lower fees and/or commissions for comparable services may be available from other insurance providers. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading C. Barnes Pettey has a Code of Ethics (the “Code”) which requires Barnes Pettey’s employees (“supervised persons”) to comply with their legal obligations and fulfill the fiduciary duties owed to the Firm’s clients. Among other things, the Code of Ethics sets forth policies and procedures related to conflicts of interest, outside business activities, gifts and entertainment, compliance with insider trading laws and policies and procedures governing personal securities trading by supervised persons. Personal securities transactions of supervised persons present potential conflicts of interest with the price obtained in client securities transactions or the investment opportunity available to clients. The Code addresses these potential conflicts by prohibiting securities trades that would breach a fiduciary duty to a client and requiring, with certain exceptions, supervised persons to report their personal securities holdings and transactions to Barnes Pettey for review by the Firm’s Chief Compliance Officer. The Code also requires supervised persons to obtain pre-approval of certain investments, including initial public offerings and limited offerings. Barnes Pettey will provide a copy of the Code of Ethics to any client or prospective client upon request. Review of Accounts D. While Program accounts are monitored on an ongoing basis, Barnes Pettey’s investment adviser representatives seek to have at least one annual meeting with each client to conduct a formal review of 15  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure the clients’ accounts. Program accounts are reviewed for consistency with the investment strategy and other parameters set forth for the account and to determine if any adjustments need to be made. Other Reviews and Triggering Factors In addition to the periodic reviews described above, reviews may be triggered by changes in a Program account holder’s personal, tax or financial status. Other events that may trigger a review of a Program account are material changes in market conditions as well as macroeconomic and company-specific events. Program clients are encouraged to notify Barnes Pettey of any changes in his/her personal financial situation that might affect his/her investment needs, objectives, or time horizon. Regular Reports Written brokerage statements are generated no less than quarterly and are sent directly from the qualified custodian. These reports list the account positions, activity in the account over the covered period, and other related information. Clients are also sent confirmations following each brokerage account transaction unless confirmations have been waived. Barnes Pettey may also determine to provide account statements and other reporting to clients on a periodic basis. Barnes Pettey also provides account reports during client meetings. Clients are urged to carefully review all custodial account statements and compare them to any statements and reports provided by Barnes Pettey. Barnes Pettey statements and reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. E. Client Referrals and Other Compensation Client Referrals Barnes Pettey seeks to enter into agreements with individuals and organizations, some of whom may be affiliated or unaffiliated with Barnes Pettey for the referral of clients to us. All such agreements will be in writing and comply with the applicable state and federal regulations. If a client is introduced to Barnes Pettey by a solicitor, Barnes Pettey will pay that solicitor a fee in accordance with the applicable federal and state securities law requirements. While the specific terms of each agreement may differ, generally, the compensation will be based upon Barnes Pettey’s engagement of new clients and the retention of those clients and would be calculated using a varying percentage of the fees paid to Barnes Pettey by such clients until the account is closed by written authorization from the client. Any such fee shall be paid solely from Barnes Pettey’s fees, and shall not result in any additional charge to the client. As described above, the Program is only made available to Legacy Clients. Therefore, any referred “new” clients of Barnes Pettey are provided investment management and other services pursuant to other programs and service models maintained by Barnes Pettey. 16  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure Other Compensation As described above, Barnes Pettey requires that Program clients utilize Raymond James & Associates, Inc. (“RJA” or “Raymond James”) as the custodian/broker-dealer for their Program account(s). In exchange for using or otherwise recommending the services of Raymond James, Barnes Pettey may receive, without cost, computer software and related systems support that allows Barnes Pettey to monitor and service its clients’ accounts maintained with Raymond James. RJA also makes available to the Firm products and services that benefit the Firm but may not directly benefit the client or the client’s account. These products and services assist Barnes Pettey in managing and administering client accounts. They include investment research, both RJA’s own and that of third parties. Barnes Pettey may use this research to service all or some substantial number of client accounts, including accounts not maintained with Raymond James. In addition to investment research, Raymond James also makes available software and other technology that: • provide access to client account data (such as duplicate trade confirmations and account • statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; facilitate payment of our fees from our clients’ accounts; and • provide pricing and other market data; • • assist with back-office functions, recordkeeping, and client reporting. Raymond James also offers other services intended to help us manage and further develop our business enterprise. These services include: technology, compliance, legal, and business consulting; and • educational conferences and events; • • publications and conferences on practice management and business succession. Raymond James may provide some of these services itself. In other cases, it will arrange for third- party vendors to provide the services to the Firm. Raymond James may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Raymond James may also provide the Firm with other benefits such as occasional business entertainment of Firm personnel. The benefits received by Barnes Pettey through its participation in the RJA custodial platform do not depend on the amount of brokerage transactions directed to Raymond James. In addition, there is no corresponding commitment made by Barnes Pettey to Raymond James to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of participation in the program. While as a fiduciary, we endeavor to act in our clients’ best interests, our requirement that Program clients maintain their assets in accounts at Raymond James will be based in part on the benefit to Barnes Pettey of the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by Raymond James. The receipt of these benefits creates 17  Barnes Pettey Financial Advisors, LLC Wrap Fee Program Brochure a potential conflict of interest and may indirectly influence Barnes Pettey’s choice of RJA for custody and brokerage services. Financial Information F. Barnes Pettey is not required to disclose any financial information pursuant to this item due to the following: a) Barnes Pettey does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of rendering services; b) Barnes Pettey is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts; and c) Barnes Pettey has never been the subject of a bankruptcy petition. 18