PASADENA PRIVATE WEALTH, LLC

Item 1: Cover Page Part 2A of Form ADV: Firm Brochure February 2026 2 North Lake Avenue, Suite 520 Pasadena, CA 91101 228 Pine St, Exeter, CA 93221 https://pasadenaprivatewealth.com Firm Contact: Craig Colbath Chief Compliance Officer This brochure provides information about the qualifications and business practices of Pasadena Private Wealth, LLC. If clients have any questions about the contents of this brochure, please contact us at (626) 993-9300 or ccolbath@pasadenapw.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. Additional information about our firm is also available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD #295178. Please note that the use of the term “registered investment adviser” and description of our firm and/or our associates as “registered” does not imply a certain level of skill or training. Clients are encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise clients for more information on the qualifications of our firm and our employees.  Item 2: Material Changes Pasadena Private Wealth, LLC is required to make clients aware of information that has changed since the last annual update to the Firm Brochure (“Brochure”) and that may be important to them. Clients can then determine whether to review the brochure in its entirety or to contact us with questions about the changes. Since the last annual amendment filed on 03/21/2025, our firm does not have material changes to disclose. ADV Part 2A – Firm Brochure Page 2 Pasadena Private Wealth, LLC  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 & Compensation ................................................................................................................. 6 Item 6: Performance-Based Fees & Side-By-Side Management ....................................................... 9 Item 7: Types of Clients & Account Requirements ............................................................................. 9 Item 8: Methods of Analysis, Investment Strategies & Risk of Loss .............................................. 10 Item 9: Disciplinary Information ......................................................................................................... 17 Item 10: Other Financial Industry Activities & Affiliations ............................................................ 17 Item 11: Code of Ethics, Participation or Interest in ........................................................................ 20 Item 12: Brokerage Practices ............................................................................................................... 21 Item 13: Review of Accounts or Financial Plans ............................................................................... 24 Item 14: Client Referrals & Other Compensation ............................................................................. 25 Item 15: Custody ...................................................................................................................................... 26 Item 16: Investment Discretion............................................................................................................ 27 Item 17: Voting Client Securities .......................................................................................................... 27 Item 18: Financial Information ............................................................................................................ 27 ADV Part 2A – Firm Brochure Page 3 Pasadena Private Wealth, LLC  Item 4: Advisory Business Our firm is dedicated to providing individuals and other types of clients with a wide array of investment advisory services. Our firm is a limited liability company formed under the laws of the State of Delaware in 2018 and has been in business as an investment adviser since that time. Our firm is majority owned by Iain A. Whyte, Simon M. Holford, Bryan A. Muth and Simon S. Reeves. The purpose of this Brochure is to disclose the conflicts of interest associated with the investment transactions, compensation and any other matters related to investment decisions made by our firm or its representatives. As a fiduciary, it is our duty to always act in the client’s best interest. This is accomplished in part by knowing our client. Our firm has established a service-oriented advisory practice with open lines of communication for many different types of clients to help meet their financial goals while remaining sensitive to risk tolerance and time horizons. Working with clients to understand their investment objectives while educating them about our process, facilitates the kind of working relationship we value. Types of Advisory Services Offered Asset Management: As part of our Asset Management service, a portfolio is created, consisting of individual stocks, bonds, exchange traded funds (“ETFs”), options, mutual funds and other public and private securities or investments. The client’s individual investment strategy is tailored to their specific needs and may include some or all of the previously mentioned securities. Portfolios will be designed to meet a particular investment goal, determined to be suitable to the client’s circumstances. Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. Financial Planning & Consulting: Our firm provides a variety of standalone financial planning and consulting services to clients for the management of financial resources based upon an analysis of current situation, goals, and objectives. Financial planning services will typically involve preparing a financial plan or rendering a financial consultation for clients based on the client’s financial goals and objectives. This planning or consulting may encompass Investment Planning, Retirement Planning, Estate Planning, Charitable Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study, Corporate Structure, Real Estate Analysis, Mortgage/Debt Analysis, Insurance Analysis, Lines of Credit Evaluation, or Business and Personal Financial Planning. Written financial plans or financial consultations rendered to clients usually include general recommendations for a course of activity or specific actions to be taken by the clients. Implementation of the recommendations will be at the discretion of the client. Our firm provides clients with a summary of their financial situation, and observations for financial planning engagements. Financial consultations are not typically accompanied by a written summary of observations and recommendations, as the process is less formal than the planning service. Assuming that all the information and documents requested from the client are provided promptly, plans or consultations are typically completed within 6 months of the client signing a contract with our firm. ADV Part 2A – Firm Brochure Page 4 Pasadena Private Wealth, LLC  Retirement Plan Consulting: Our firm provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company’s participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising may include: • • Establishing an Investment Policy Statement – Our firm will assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. Investment Options – Our firm will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes. • • Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation models to aid Participants in developing strategies to meet their investment objectives, time horizon, financial situation and tolerance for risk. Investment Monitoring – Our firm will monitor the performance of the investments and notify the client in the event of over/underperformance and in times of market volatility. • Participant Education – Our firm will provide opportunities to educate plan participants about their retirement plan offerings, different investment options, and general guidance on allocation strategies. In providing services for retirement plan consulting, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accepts appointment to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Portfolio Monitoring: Our Portfolio Monitoring Service provides for general asset allocation guidance within parameters of a plan held with outside custodians. This service is solely consultative in nature and involves no on- going supervision, trading, or discretion with respect to securities transactions. Clients are responsible for placing and executing their own trades, either on their own or with another investment adviser. We provide non-continuous and periodic outside account monitoring. Referrals to Third Party Money Managers: Our firm utilizes the services of a third-party money manager for the management of client accounts. Our firm will not offer advice on any specific securities or other investments in connection with this service. Prior to referring clients, our firm will provide initial due diligence on third party money managers and ongoing reviews of their management of client accounts. In order to assist in the selection of a third-party money manager, our firm will gather client information pertaining to financial situation, investment objectives, and reasonable restrictions to be imposed upon the management of the account. ADV Part 2A – Firm Brochure Page 5 Pasadena Private Wealth, LLC  Our firm will periodically review third party money manager reports provided to the client at least annually. Our firm will contact clients from time to time in order to review their financial situation and objectives; communicate information to third party money managers as warranted; and, assist the client in understanding and evaluating the services provided by the third-party money manager. Clients will be expected to notify our firm of any changes in their financial situation, investment objectives, or account restrictions that could affect their financial standing. Tailoring of Advisory Services PPW provides portfolio management services using investment models designed to meet a variety of client investment objectives. Client portfolios are managed on the basis of individual clients’ financial situation and investment objectives. Clients may impose reasonable restrictions on the management of their accounts if PPW determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for PPW’s management efforts. Each Asset Management client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Restrictions on investments in certain securities or types of securities may not be possible due to the level of difficulty this would entail in managing the account. Participation in Wrap Fee Programs Our firm does not offer or sponsor a wrap fee program. Regulatory Assets Under Management Our firm manages $951,263,030 on a discretionary basis and $660,106,739 on a non-discretionary basis for a total of $1,611,369,769 in Assets Under Management as of December 31, 2025. Item 5: Fees & Compensation Compensation for Our Advisory Services Asset Management: Assets Under Management Up to $1,999,999 $2,000,000 to $4,999,999 $5,000,000 to $9,999,999 $10,000,000 to $14,999,999 $15,000,000 to $24,999,999 $25,000,000 to $49,999,999 $50,000,000 to $99,999,999 $100,000,000 and above Annual Percentage of Assets Charge 1.25% 0.95% 0.85% 0.75% 0.65% 0.55% 0.45% Negotiable For the sub-advisory services rendered to our clients, our firm compensates third party investment advisory firms or individual advisors a percentage of the overall investment advisory fee charged by ADV Part 2A – Firm Brochure Page 6 Pasadena Private Wealth, LLC  our firm. The advisory fee paid shall not exceed the fee published for this service. The client shall be provided a copy of the chose manager’s Form ADV outlining the investment strategies and associated risks employed in their management of client accounts. Fees to be assessed will be outlined in the advisory agreement to be signed by the Client. If fixed, the advisory fee will be specified on the fee schedule as set forth in the agreement previously mentioned. The occurrence and basis for the billing of Annualized Fees will be determined in the signed service agreement. Fees are negotiable and will be deducted from client account(s). Our firm does not offer direct invoicing. As part of this process, Clients understand the following: a) The client’s independent custodian sends statements at least quarterly showing the market values for each security included in the Assets and all account disbursements, including the amount of the advisory fees paid to our firm; b) Clients will provide authorization permitting our firm to be directly paid by these terms. Our firm will send an invoice directly to the custodian; and c) If our firm sends a copy of our invoice to the client, a legend urging the comparison of information provided in our statement with those from the qualified custodian will be included. Financial Planning & Consulting: Our firm charges on a flat, hourly and monthly fee basis for financial planning and consulting services. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client. The maximum hourly fee to be charged will not exceed $800. The initial flat fee for data gathering shall not exceed $2,500 and the total flat fee shall not exceed $200,000 per annum payable on a monthly basis. Our firm requires the payment of the initial flat fee at time of signing. The remainder of the fee will be directly billed to the client and due within 30 days of a financial plan being delivered or consultation rendered. Our firm will not require a retainer exceeding $1,200 when services cannot be rendered within 6 months. Portfolio Monitoring: The maximum annual fee charged for this service will not exceed 0.5%. Annualized fees are billed on a pro-rata basis quarterly, in arrears, based on the value of the account(s) on the last day of the previous quarter. Fees are negotiable. Clients will be directly billed for our portfolio monitoring service unless debited from an account managed by our firm. If directly invoiced, our bill is due and payable within 30 days. Retirement Plan Consulting: Our Retirement Plan Consulting services are billed on an hourly or flat fee basis or a fee based on the percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client. Fees based on a percentage of managed Plan assets will not exceed 1.00%. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. PPW Credit Opportunities Fund I LP (“COF1”) PPW is the General Partner of PPW Credit Opportunities Fund I LP as further described in item 10 of this brochure. As such, PPW is entitled to $40,000 per annum in compensation for the administrative ADV Part 2A – Firm Brochure Page 7 Pasadena Private Wealth, LLC  duties of COF1. It is important to note that clients who participate in this investment will also pay the advisory fees as negotiated in their advisory agreement on the portion of their assets invested in COF1. Other Types of Fees & Expenses Clients will incur transaction fees for trades executed by their chosen custodian. These transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen custodian. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (i.e., fund management fees, initial or deferred sales charges, mutual fund sales loads, 12b-1 fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, fees for trades executed away from custodian, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. Our firm does not receive a portion of these fees. Fidelity Brokerage Services (“Fidelity”) eliminated transaction fees for U.S. listed equities and exchange traded funds for clients who opt into electronic delivery of statements or maintain at least $1 million in assets at Fidelity. Clients who do not meet either criteria will be subject to transaction fees charged by Fidelity for U.S. listed equities and exchange traded funds. Termination & Refunds Either party may terminate the advisory agreement signed with our firm for Asset Management services in writing at any time. Upon notice of termination pro-rata advisory fees for services rendered to the point of termination will be charged. If advisory fees cannot be deducted, our firm will send an invoice for due advisory fees to the client. Financial Planning & Consulting clients may terminate their agreement at any time before the delivery of a financial plan by providing written notice. For purposes of calculating refunds, all work performed by us up to the point of termination shall be calculated at the hourly fee currently in effect. Clients will receive a pro-rata refund of unearned fees based on the time and effort expended by our firm. Either party to a Retirement Plan Consulting Agreement may terminate at any time by providing written notice to the other party. Full refunds will only be made in cases where cancellation occurs within 5 business days of signing an agreement. After 5 business days from initial signing, either party must provide the other party 30 days written notice to terminate billing. Billing will terminate 30 days after receipt of termination notice. Clients will be charged on a pro-rata basis, which takes into account work completed by our firm on behalf of the client. Clients will incur charges for bona fide advisory services rendered up to the point of termination (determined as 30 days from receipt of said written notice) and such fees will be due and payable. Pasadena Private Business Management clients may terminate their agreement at any time. Clients will incur charges for bona fide management services rendered up to the point of termination (determined as the balance of the current month based on the date of the delivery of termination notice) and such fees will be due and payable. ADV Part 2A – Firm Brochure Page 8 Pasadena Private Wealth, LLC  Commissionable Securities Sales Representatives of our firm are registered representatives of GT Securities, Inc. (“GTS”), member FINRA/SIPC. As such they are able to accept compensation for the sale of securities or other investment products, including distribution or service (“trail”) fees from the sale of mutual funds. Clients should be aware that the practice of accepting commissions for the sale of securities presents a conflict of interest and gives our firm and/or our representatives an incentive to recommend investment products based on the compensation received. Our firm generally addresses commissionable sales conflicts that arise when explaining to clients these sales create an incentive to recommend based on the compensation to be earned and/or when recommending commissionable mutual funds, explaining that “no-load” funds are also available. Our firm does not prohibit clients from purchasing recommended investment products through other unaffiliated brokers or agents. Item 6: Performance-Based Fees & Side-By-Side Management Our firm does not charge performance-based fees, however, our firm and its supervised persons may earn compensation on a performance basis through various proprietary vehicles recommended to clients. Please note that the performance-based compensation structure will be disclosed in each fund’s Private Placement Memorandum. Item 7: Types of Clients & Account Requirements Our firm has the following types of clients: Individuals and High Net Worth Individuals; • • Families and Family Offices; • Trusts, Estates or Charitable Organizations; • Pension and Profit-Sharing Plans; • Corporations, Limited Liability Companies and/or Other Business Types Our firm generally requires a minimum of $2,000,000 in assets under management or a net worth of $25,000,000 for our Asset Management, Portfolio Monitoring or Retirement Plan Consulting services. This minimum requirement may be waived on a case-by-case basis by our firms management. ADV Part 2A – Firm Brochure Page 9 Pasadena Private Wealth, LLC  Item 8: Methods of Analysis, Investment Strategies & Risk of Loss Methods of Analysis PPW primarily employs fundamental analysis methods in developing investment strategies for its clients. Research and analysis from PPW are based on numerous sources, including third-party research materials and publicly available materials, such as company annual reports, prospectuses, and press releases. Third-Party Money Manager Analysis: The analysis of the experience, investment philosophies, and past performance of independent third-party investment managers in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. Analysis is completed by monitoring the manager’s underlying holdings, strategies, concentrations and leverage as part of our overall periodic risk assessment. Additionally, as part of the due-diligence process, the manager’s compliance and business enterprise risks are surveyed and reviewed. A risk of investing with a third-party manager who has been successful in the past is that they may not be able to replicate that success in the future. In addition, as our firm does not control the underlying investments in a third-party manager’s portfolio, there is also a risk that a manager may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for our clients. Moreover, as our firm does not control the manager’s daily business and compliance operations, our firm may be unaware of the lack of internal controls necessary to prevent business, regulatory or reputational deficiencies. Fundamental Analysis: The analysis of a business’s financial statements (usually to analyze the business’s assets, liabilities, and earnings), health, and its competitors and markets. When analyzing a stock, futures contract, or currency using fundamental analysis there are two basic approaches one can use: bottom-up analysis and top-down analysis. The terms are used to distinguish such analysis from other types of investment analysis, such as quantitative and technical. Fundamental analysis is performed on historical and present data, but with the goal of making financial forecasts. There are several possible objectives: (a) to conduct a company stock valuation and predict its probable price evolution; (b) to make a projection on its business performance; (c) to evaluate its management and make internal business decisions; (d) and/or to calculate its credit risk.; and I to find out the intrinsic value of the share. When the objective of the analysis is to determine what stock to buy and at what price, there are two basic methodologies investors rely upon: (a) Fundamental analysis maintains that markets may misprice a security in the short run but that the "correct" price will eventually be reached. Profits can be made by purchasing the mispriced security and then waiting for the market to recognize i“s "mistake" and reprice the security.; and (b) Technical analysis maintains that all information is reflected already in the price of a security. Technical analysts analyze trends and believe that sentiment changes predate and predict trend changes. Investors’' emotional responses to price movements lead to recognizable price chart patterns. Technical analysts also analyze historical trends to predict future price movement. Investors can use one or both of these different but complementary methods for stock picking. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. ADV Part 2A – Firm Brochure Page 10 Pasadena Private Wealth, LLC  Mutual Fund and/or Exchange Traded Fund (“ETF”) Analysis: Analysis of the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. The underlying assets in a mutual fund or ETF are also reviewed in an attempt to determine if there is significant overlap in the underlying investments held in other fund(s) in the Client’s portfolio. The funds or ETFs are monitored in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as our firm does not control the underlying investments in a fund or ETF, managers of different funds held by the Client may purchase the same security, increasing the risk to the Client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s) less suitable for the Client’s portfolio. Investment Strategies We Use PPW 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. Preferred Securities We prefer to invest our advisory client’s in the following securities in managing client accounts, provided that such securities are appropriate to the needs of the client and consistent with the client’s investment objectives, risk tolerance, and time horizons, among other considerations: Individual Securities • ETF’s • Mutual Funds • • Municipal Bonds • Corporate Bonds Bond Funds: A fund that invests in bonds, or other debt securities. Bond funds can be contrasted with stock funds and money funds. Bond funds typically pay periodic dividends that include interest payments on the fund’s underlying securities plus periodic realized capital appreciation. Bond funds typically pay higher dividends than a certificate of deposit (“CD”) and money market accounts. Most bond funds pay out dividends more frequently than individual bonds. Bond Funds can be classified by their primary underlying assets: (a) Government: Government bonds are considered safest, since a government can always "print more money" to pay its debt. In the United States, these are United States Treasury securities or Treasury’s. Due to the safety, the yields are typically low.; (b) Agency: In the United States, these are bonds issued by government agencies such as the Government National Mortgage Association (Ginnie Mae), Federal Home Loan Mortgage Corp. (Freddie Mac), and Federal National Mortgage Association (Fannie Mae).; (c) Municipal: Bonds issued by state and local governments and agencies are subject to certain tax preferences and are typically exempt from federal taxes. In some cases, these bonds are even exempt from state or local taxes.; and (d) Corporate: Bonds are issued by corporations. All corporate bonds are guaranteed by the borrowing (issuing) company, and the risk depends on the company's ability to pay the loan at ADV Part 2A – Firm Brochure Page 11 Pasadena Private Wealth, LLC  maturity. Some bond funds specialize in high-yield securities (junk bonds), which are corporate bonds carrying a higher risk, due to the potential inability of the issuer to repay the bond. Bond funds specializing in junk bonds – also known as "below investment-grade bonds" – pay higher dividends than other bond funds, with the dividend return correlating approximately with the risk. Bond funds may also be classified by factors such as type of yield (high income) or term (short, medium, long) or some other specialty such as zero-coupon bonds, international bonds, multisector bonds or convertible bonds. Fund managers provide dedicated management and save the individual investor from researching issuer creditworthiness, maturity, price, face value, coupon rate, yield, and countless other factors that affect bond investing. Bond funds invest in many individual bonds, so that even a relatively small investment is diversified—and when an underperforming bond is just one of many bonds in a fund, its negative impact on an investor's overall portfolio is lessened. In a fund, income from all bonds can be reinvested automatically and consistently added to the value of the fund. Investors can sell shares in a bond fund at any time without regard to bond maturities. Bond funds typically charge a fee, often as a percentage of the total investment amount. This fee is not applicable to individually held bonds. Bond fund dividend payments may not be fixed as with the interest payments of an individually held bond, leading to potential fluctuation of the value of dividend payments. The net asset value (“NAV”) of a bond fund may change over time, unlike an individual bond in which the total issue price will be returned upon maturity (provided the bond issuer does not default). Debt Securities (Bonds): Issuers use debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero- coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. Bonds with longer rates of maturity tend to have greater interest rate risks. Certain additional risk factors relating to debt securities include: (a) When interest rates are declining, investors have to reinvest their interest income and any return of principal, whether scheduled or unscheduled, at lower prevailing rates.; (b) Inflation causes tomorrow’s dollar to be worth less than today’s; in other words, it reduces the purchasing power of a bond investor’s future interest payments and principal, collectively known as “cash flows.” Inflation also leads to higher interest rates, which in turn leads to lower bond prices.; (c) Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. Investors can also expect periods of economic change and uncertainty, which can result in increased volatility of market prices and yields of certain debt securities. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. (d) Debt securities may contain redemption or call provisions entitling their issuers to redeem them at a specified price on a date prior to maturity. If an issuer exercises these provisions in a lower interest rate market, the account would have to replace the security with a lower yielding security, resulting in decreased income to investors. Usually, a bond is called at or close to par value. This subjects investors that paid a premium for their bond risk of lost principal. In reality, prices of callable bonds are unlikely to move much above the call price if lower interest rates make the bond likely to be called.; (e) If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, the account may ADV Part 2A – Firm Brochure Page 12 Pasadena Private Wealth, LLC  incur losses or expenses in seeking recovery of amounts owed to it.; (f) There may be little trading in the secondary market for particular debt securities, which may affect adversely the account's ability to value accurately or dispose of such debt securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of debt securities. Our firm attempts to reduce the risks described above through diversification of the client’s portfolio and by credit analysis of each issuer, as well as by monitoring broad economic trends and corporate and legislative developments, but there can be no assurance that our firm will be successful in doing so. Credit ratings for debt securities provided by rating agencies reflect an evaluation of the safety of principal and interest payments, not market value risk. The rating of an issuer is a rating agency's view of past and future potential developments related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between the time of developments relating to an issuer and the time a rating is assigned and updated. Digital Assets: Digital Assets generally refers to an asset that is issued and/or transferred using distributed ledger or blockchain technology, including, “virtual currencies” (also known as crypto- currencies), “coins”, and “tokens”. We may invest client accounts in and/or advise clients on the purchase or sale of digital assets. This advice or investment may be in actual digital coins/tokens/currencies or via investment vehicles such as exchange traded funds (ETFs) or separately managed accounts (SMAs). The investment characteristics of Digital Assets generally differ from those of traditional securities, currencies. Digital Assets are not backed by a central bank or a national, international organization, any hard assets, human capital, or other form of credit and are relatively new to the marketplace. Rather, Digital Assets are market-based: a Digital Asset’s value is determined by (and fluctuates often, according to) supply and demand factors, its adoption in the traditional commerce channels, and/or the value that various market participants place on it through their mutual agreement or transactions. The lack of history to these types of investments entail certain unknown risks, are speculative and are not appropriate for all investors. Exchange Traded Funds (“ETFs”): An ETF is a type of Investment Company (usually, an open-end fund or unit investment trust) whose primary objective is to achieve the same return as a particular market index. The vast majority of ETFs are designed to track an index, so their performance is close to that of an index mutual fund, but they are not exact duplicates. A tracking error, or the difference between the returns of a fund and the returns of the index, can arise due to differences in composition, management fees, expenses, and handling of dividends. ETFs benefit from continuous pricing; they can be bought and sold on a stock exchange throughout the trading day. Because ETFs trade like stocks, you can place orders just like with individual stocks - such as limit orders, good- until-canceled orders, stop loss orders etc. They can also be sold short. Traditional mutual funds are bought and redeemed based on their net asset values (“NAV”) at the end of the day. ETFs are bought and sold at the market prices on the exchanges, which resemble the underlying NAV but are independent of it. However, arbitrageurs will ensure that ETF prices are kept very close to the NAV of the underlying securities. Although an investor can buy as few as one share of an ETF, most buy in board lots. Anything bought in less than a board lot will increase the cost to the investor. Anyone can buy any ETF no matter where in the world it trades. This provides a benefit over mutual funds, which generally can only be bought in the country in which they are registered. One of the main features of ETFs are their low annual fees, especially when compared to traditional mutual funds. The passive nature of index investing, reduced marketing, and distribution and accounting expenses all contribute to the lower fees. However, individual investors must pay a brokerage commission to purchase and sell ETF shares; for those investors who trade frequently, ADV Part 2A – Firm Brochure Page 13 Pasadena Private Wealth, LLC  this can significantly increase the cost of investing in ETFs. That said, with the advent of low-cost brokerage fees, small or frequent purchases of ETFs are becoming more cost efficient. Equity Securities: Equity securities represent an ownership position in a company. Equity securities typically consist of common stocks. The prices of equity securities fluctuate based on, among other things, events specific to their issuers and market, economic and other conditions. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. There may be little trading in the secondary market for particular equity securities, which may adversely affect our firm 's ability to value accurately or dispose of such equity securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of equity securities. Investing in smaller companies may pose additional risks as it is often more difficult to value or dispose of small company stocks, more difficult to obtain information about smaller companies, and the prices of their stocks may be more volatile than stocks of larger, more established companies. Clients should have a long-term perspective and, for example, be able to tolerate potentially sharp declines in value. Fixed Income: Fixed income is a type of investing or budgeting style for which real return rates or periodic income is received at regular intervals and at reasonably predictable levels. Fixed-income investors are typically retired individuals who rely on their investments to provide a regular, stable income stream. This demographic tends to invest heavily in fixed-income investments because of the reliable returns they offer. Fixed-income investors who live on set amounts of periodically paid income face the risk of inflation eroding their spending power. Some examples of fixed-income investments include treasuries, money market instruments, corporate bonds, asset-backed securities, municipal bonds and international bonds. The primary risk associated with fixed-income investments is the borrower defaulting on his payment. Other considerations include exchange rate risk for international bonds and interest rate risk for longer- dated securities. The most common type of fixed-income security is a bond. Bonds are issued by federal governments, local municipalities and major corporations. Fixed-income securities are recommended for investors seeking a diverse portfolio; however, the percentage of the portfolio dedicated to fixed income depends on your own personal investment style. There is also an opportunity to diversify the fixed-income component of a portfolio. Riskier fixed-income products, such as junk bonds and longer-dated products, should comprise a lower percentage of your overall portfolio. The interest payment on fixed-income securities is considered regular income and is determined based on the creditworthiness of the borrower and current market rates. In general, bonds and fixed- income securities with longer-dated maturities pay a higher rate, also referred to as the coupon rate, because they are considered riskier. The longer the security is on the market, the more time it has to lose its value and/or default. At the end of the bond term, or at bond maturity, the borrower returns the amount borrowed, also referred to as the principal or par value. Mutual Funds: A mutual fund is a company that pools money from many investors and invests that money in a variety of differing security types based on the objectives of the fund. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares are the fund’s per share net asset value (“NAV”) plus any shareholder fees that the fund imposes at the time of purchase (such as sales loads). Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence ADV Part 2A – Firm Brochure Page 14 Pasadena Private Wealth, LLC  which securities the fund manager buys and sells or the timing of those trades. With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which is calculated daily after market close. The benefits of investing through mutual funds include: (a) Mutual funds are professionally managed by an investment adviser who researches, selects, and monitors the performance of the securities purchased by the fund; (b) Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds.; (c) Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both.; and (d) At any time, mutual fund investors can readily redeem their shares at the current NAV, less any fees and charges assessed on redemption. Mutual funds also have features that some investors might view as disadvantages: (a) Investors must pay sales charges, annual fees, and other expenses regardless of how the fund performs. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distributions they receive. This includes instances where the fund performed poorly after purchasing shares.; (b) Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades.; and (c) With an individual stock, investors can obtain real-time (or close to real- time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. When investors buy and hold an individual stock or bond, the investor must pay income tax each year on the dividends or interest the investor receives. However, the investor will not have to pay any capital gains tax until the investor actually sells and makes a profit. Mutual funds, however, are different. When an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary dividends in the year the investor receives or reinvests them. Moreover, in addition to owing taxes on any personal capital gains when the investor sells shares, the investor may have to pay taxes each year on the fund’s capital gains. That is because the law requires mutual funds to distribute capital gains to shareholders if they sell securities for a profit and cannot use losses to offset these gains. Master Limited Partnerships (“MLPs”): MLPs are publicly traded partnerships that trade mainly on the New York Stock Exchange and/or the NASDAQ, the same as stocks. With a few exceptions, MLPs hold and operate assets related to the transportation and storage of energy (certain MLPs may have commodity risk). Most publicly traded companies are corporations. Corporate earnings are usually taxed twice. The business entity is taxed on any money it makes and then shareholders are taxed on the earnings the company distributes to them. In the 1980s, Congress allowed public trading of certain types of companies as partnerships instead of corporations. The main advantage a ADV Part 2A – Firm Brochure Page 15 Pasadena Private Wealth, LLC  partnership has over a corporation is that partnerships are “pass through” entities for tax purposes. This means that the company does not pay any tax on its earnings. Distributions are still taxed, but this avoids the problem of double taxation that most publicly traded companies face. Congress requires that any company designated as an MLP has to produce 90% of its earnings from “qualified resources” (natural resources and real estate). Most MLPs are involved in energy infrastructure, i.e. things like pipelines. MLPs are required to pay minimum quarterly distributions to limited partners. A contract establishes the payments, so distributions are predictable. Otherwise, the shareholders could find the company in breach of contract. MLPs bear three primary risks: (a) The government could step in and change the rules of the game. That can always happen. Since one of the main advantages of these securities is their tax advantages, this poses a considerable risk for an investor.; (b) It is commonly thought that these types of investments do better when interest rates are low, making their yield higher in relation to the safest investments, such as Treasury bills and securities that are guaranteed by the U.S. government. Consequently, MLPs may perform better during periods of declining or relatively low interest rates or, more poorly during periods of rising or high interest rates.; and (c) MLPs are pass-through entities, passing earnings through to the limited partners. Investors must be aware that there are potentially significant tax implications of investing in MLPs and they should consult with their tax advisor before investing in these securities. Alternative Investments: Hedge funds, commodity pools, Real Estate Investment Trusts (“REITs”), Business Development Companies (“BDCs”), and other alternative investments involve a high degree of risk and can be illiquid due to restrictions on transfer and lack of a secondary trading market. They can be highly leveraged, speculative and volatile, and an investor could lose all or a substantial amount of an investment. Alternative investments may lack transparency as to share price, valuation and portfolio holdings. Complex tax structures often result in delayed tax reporting. Compared to mutual funds, hedge funds and commodity pools are subject to less regulation and often charge higher fees. Alternative investment managers typically exercise broad investment discretion and may apply similar strategies across multiple investment vehicles, resulting in less diversification. Digital Asset Risk Price Volatility of Digital Assets – A principal risk in trading Digital Assets is the rapid fluctuation of market price. The value of client portfolios relates in part to the value of the Digital Assets held in the client portfolio and fluctuations in the price of Digital Assets could adversely affect the value of a client’s portfolio. There is no guarantee that a client will be able to achieve a better than average market price for Digital Assets or will purchase Digital Assets at the most favorable price available. The price of Digital Assets achieved by a client may be affected generally by a wide variety of complex factors such as supply and demand; availability and access to Digital Asset service providers (such as payment processors), exchanges, miners or other Digital Asset users and market participants; perceived or actual security vulnerability; and traditional risk factors including inflation levels; fiscal policy; interest rates; and political, natural and economic events. Digital Asset Service Providers – Service providers that support Digital Assets and the Digital Asset marketplace(s) may not be subject to the same regulatory and professional oversight as traditional securities service providers. Further, there is no assurance that the availability of and access to virtual currency service providers will not be negatively affected by government regulation or supply and demand of Digital Assets. Accordingly, companies or financial institutions that currently support virtual currency may not do so in the future. ADV Part 2A – Firm Brochure Page 16 Pasadena Private Wealth, LLC  Custody of Digital Assets – Under the Advisers Act, SEC registered investment advisers are required to hold securities with “qualified custodians,” among other requirements. Certain Digital Assets may be deemed to be securities. Many Digital Assets do not currently fall under the SEC definition of security and therefore many of the companies providing Digital Assets custodial services fall outside of the SEC’s definition of “qualified custodian”. Accordingly, clients seeking to purchase actual digital coins/tokens/currencies may need to use nonqualified custodians to hold all or a portion of their Digital Assets. Government Oversight of Digital Assets – Regulatory agencies and/or the constructs responsible for oversight of Digital Assets or a Digital Asset network may not be fully developed and subject to change. Regulators may adopt laws, regulations, policies or rules directly or indirectly affecting Digital Assets their treatment, transacting, custody, and valuation. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. While the stock market may increase and the account(s) could enjoy a gain, it is also possible that the stock market may decrease, and the account(s) could suffer a loss. It is important that clients understand the risks associated with investing in the stock market, and that their assets are appropriately diversified in investments. Clients are encouraged to ask our firm any questions regarding their risk tolerance. Description of Material, Significant or Unusual Risks Our firm generally invests client cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper and/or government backed debt instruments. Ultimately, our firm tries to achieve the highest return on client cash balances through relatively low-risk conservative investments. In most cases, at least a partial cash balance will be maintained in a money market account so that our firm may debit advisory fees for our services related to our Asset Management and Portfolio Monitoring services, as applicable. Item 9: Disciplinary Information There are no legal or disciplinary events that are material to the evaluation of our advisory business or the integrity of our management. Item 10: Other Financial Industry Activities & Affiliations Representatives of our firm are registered representatives of GT Securities, Inc. (“GTS”), members FINRA/SIPC, and licensed insurance agents. As a result of these transactions, they receive normal and customary commissions. A conflict of interest exists as these commissionable securities sales create an incentive to recommend products based on the compensation earned. To mitigate this potential conflict, our firm will act in the client’s best interest. Pasadena Private Lending ADV Part 2A – Firm Brochure Page 17 Pasadena Private Wealth, LLC  Pasadena Private Lending, LLC (“PPL”) is an entity organized for the principal purpose of making commercial loans of $1 million to $10 million to established lower middle market companies and will initially focus on companies headquartered in Southern California. PPL is a direct lender buying loans originated by others in syndicated credit facilities arranged by others. The Owners of PPW are also equity owners of PPL, further, Mr. Iain Whyte Chairman and Manager of PPW also serves as the Chairman and CEO of PPL. Furthermore, Mr. Craig Colbath Chief Operations Officer and Chief Compliance Officer of PPW also serves as Chief Administrative Officer and Secretary of PPL. Mr. Whyte, Mr. Holford and Mr. Colbath as well as Bryan Muth have ownership interests in PPL. These ownership arrangements present a conflict of interest in that PPW personnel have an incentive to recommend that PPW clients utilize the lending services of PPL. PPW addresses this conflict through this disclosure and works to ensure that any recommendations relating to the services provided by PPL are in the best interests of its clients. Also, a conflict of interests exists when a client of PPW is, or becomes, an owner of any of the securities/issuances of PPL. PPW addresses this conflict through this disclosure and by the policy of PPW personnel must perform recommendations that are in the client’s best interest. Furthermore, PPL and PPW have entered into a referral agreement pursuant to which PPW has agreed to pay PPL twenty five percent (25%) of all investment advisory fees earned and collected by PPW during the first (12) months or the client relationship of any clients referred by PPL and accepted pursuant to the referral agreement. Such a referral arrangement inherently gives rise to potential conflicts of interest because PPL receives an economic benefit for the recommendation of advisory services. PPW addresses these conflicts through this disclosure. In addition, Rule 204-3 of the Investment Advisers Act of 1940 (the “Advisers Act”) requires that such referral arrangements be covered by a written agreement and that PPL provide clients with a copy of this brochure and a copy of a solicitor’s disclosure statement describing the terms and conditions of the referral arrangement, including the compensation that PPL is to receive. Solicited clients are required to sign an acknowledgment that they have received this brochure and the solicitor’s disclosure statement. Pasadena Private Holdings, LLC dba Pasadena Private Financial Group Pasadena Private Business Management (“PPBM”) is a service offered through our affiliate Pasadena Private Holdings, LLC (“PPH”) which also acts as a general Partner to Pasadena Private Equity Fund 1 discussed below. As part of our PPBM offering, PPH provides a multitude of services to lower middle market companies, family offices and high net worth individuals with its core goal to alleviate the challenges associated with the logistics of managing back office and day to day operations. By assisting clients with these core aspects of their business or personal situation, we aim to simplify and streamline time-consuming aspects of their lives giving them more time to focus on the growth of their business or financial situation. A conflict of interest exists as PPW are incentivized to recommend the services of PPH due to the common ownership of the two entities and the compensation to be earned. In order to mitigate this conflict, PPW and its supervised persons will only recommend the services of PPH when in the client’s best interest. Pasadena Private Financial Group is an entity owned by Iain Whyte, Simon Holford, Bryan Muth and Craig Colbath. This entity is an ownership vehicle/management company for the following: Pasadena Private Strategic Advisors Pasadena Private Strategic Advisors, LLC (“PPSA”) is an entity designed to provide Merger & Acquisition consulting, Buy/Sell Side Advice, and assist companies with the raising of debt and/or ADV Part 2A – Firm Brochure Page 18 Pasadena Private Wealth, LLC  equity. This presents a conflict of interest in that PPW personnel have an incentive to recommend that PPW clients engage with PPSA for its services. PPW addresses this conflict through this disclosure and works to ensure that any recommendations relating to the services provided by PPSA are in the best interests of its clients. Fees for engagements between PPSA and clients is paid directly to GTS, who then compensates Pasadena Private Financial Group for the engagement minus a ten percent (10%) fee. Please see above for an explanation of the execution of these activities through the unaffiliated broker-dealer GTS. Pasadena Private Real Estate Pasadena Private Real Estate, LLC (PPRE) specializes in the Management and investment in various commercial real estate properties through Managed Limited Partnerships. Currently, PPRE manages two limited partnership, Pasadena Private Real Estate Fund 1, L.P. (“PPREF1”). PPREF1 is a Delaware registered Limited Partnership that invests in commercial income-producing real estate in the United States and Pasadena Private Real Estate Fund 2, L.P. (“PPREF2”). PPRE2 is a Delaware registered Limited Partnership which invests in small-to-mid-size commercial real estate properties in the United States. PPRE is the General Partner and an investor in PPREF1 and PPREF2. Furthermore, PPRE provides property management services The control of PPRE by our related persons presents a conflict of interest in that PPW personnel have an incentive to recommend that PPW clients invest in PPREF1 and PPREF2 or receive management services from PPRE. PPW addresses this conflict through this disclosure and fiduciary requirement to act in the client’s best interest. Pasadena Private Equity Pasadena Private Equity, LLC (PPE) specializes in making direct equity Investments ranging from seed investments to A-round in various local startups through limited partnerships as the investment vehicles. Currently PPE acts as the General Partner of Pasadena Private Equity Fund 1, LP Early State (“PPEF1”) and SoCal Catalyst Fund 1 LP (“SoCalCF1”), additional information about the purpose of PPEF1 and SoCalCF1 is available in PPLE1’s and SoCalCF1’s Subscription Agreements and Private Placement Memorandums. A conflict of interest exists as the control of PPE by our related persons presents a conflict of interest in that PPW personnel have an incentive to recommend that PPW clients invest in PPEF1 and SoCalCF1. Furthermore, in certain instances Investment Vehicles managed by PPE may invest in companies which are clients of the other financial industry affiliates of PPW disclosed above. PPW addresses these conflicts through this disclosure and fiduciary requirement to act in the client’s best interest. In the event clients of PPW are involved on both sides of a given transaction (investor or receipt of invested funds), PPW will ensure that the transaction is in the best interest of both parties. PPW Credit Opportunities Fund I LP PPW is the General Partner of PPW Credit Opportunities Fund I LP (“COF1”) which is a fund specializing in the investment of other private fund and nontraditional debt investment in order to seek current income and long-term capital appreciation. Additional information about COF1 can be found in the Funds Private Placement Memorandum. In addition to the fees due to Pasadena Private Wealth, LLC from the partnership for administrative duties as the General Partner, all participants in COF1 are also advisory clients of PPW and as such will be charged the customary advisory fees for the management of their assets invested in the Limited Partnership. A conflict of interest exists as PPW as the General Partner of COF1 has an incentive to recommend this investment vehicle. PPW ADV Part 2A – Firm Brochure Page 19 Pasadena Private Wealth, LLC  addresses this conflict through this disclosure and fiduciary requirement to act in the client’s best interest. Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. Our fiduciary duty is the underlying principle for our firm’s Code of Ethics, which includes procedures for personal securities transaction and insider trading. Our firm requires all representatives to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment with our firm, and at least annually thereafter, all representatives of our firm will acknowledge receipt, understanding and compliance with our firm’s Code of Ethics. Our firm and representatives must conduct business in an honest, ethical, and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. If a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided promptly upon request. Our firm recognizes that the personal investment transactions of our representatives demand the application of a Code of Ethics with high standards and requires that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, our firm also believes that if investment goals are similar for clients and for our representatives, it is logical, and even desirable, that there be common ownership of some securities. In order to prevent conflicts of interest, our firm has established procedures for transactions effected by our representatives for their personal accounts1. In order to monitor compliance with our personal trading policy, our firm has pre-clearance requirements and a quarterly securities transaction reporting system for all of our representatives. Neither our firm nor a related person recommends, buys or sells for client accounts, securities in which our firm or a related person has a material financial interest without prior disclosure to the client. Related persons of our firm may buy or sell securities and other investments that are also recommended to clients. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Likewise, related persons of our firm buy or sell securities for themselves at or about the same time they buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. 1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse, his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect beneficial interest in. ADV Part 2A – Firm Brochure Page 20 Pasadena Private Wealth, LLC  Item 12: Brokerage Practices Selecting a Brokerage Firm While our firm does not maintain physical custody of client assets, we are deemed to have custody of certain client assets if given the authority to withdraw assets from client accounts (see Item 15 Custody, below). Client assets must be maintained by a qualified custodian. Our firm seeks to recommend a custodian who will hold client assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. The factors considered, among others, are these: • Timeliness of execution • Timeliness and accuracy of trade confirmations • Research services provided • Ability to provide investment ideas • Execution facilitation services provided • Record keeping services provided • Custody services provided • Frequency and correction of trading errors • Ability to access a variety of market venues • Expertise as it relates to specific securities • Financial condition • Business reputation • Quality of services With this in consideration, our firm has an arrangement with Fidelity Clearing and Custody Solutions, a division of Fidelity Brokerage Services, LLC (“Fidelity”), as well as, Charles Schwab & Co., Inc. (“Schwab”), both qualified custodians from whom our firm is independently owned and operated (collectively, the "Custodians"). Our Custodians offer services to independent investment advisers which includes custody of securities, trade execution, clearance and settlement of transactions. Our Custodians enable us to obtain many securities without transaction charges and other no-load funds at nominal transaction charges. Our Custodians do not charge client accounts separately for custodial services. Client accounts will be charged transaction fees, commissions or other fees on trades that are executed or settle into the client’s custodial account. Transaction fees may be charged via individual transaction charges. These fees are negotiated with our Custodians and are generally discounted from customary retail commission rates. This benefits clients because the overall fee paid is often lower than would be otherwise. Our Custodians may make certain research and brokerage services available at no additional cost to our firm. Research products and services provided by our Custodians may include: research reports on recommendations or other information about particular companies or industries; economic surveys, data and analyses; financial publications; portfolio evaluation services; financial database software and services; computerized news and pricing services; quotation equipment for use in running software used in investment decision-making; and other products or services that provide lawful and appropriate assistance by our Custodians to our firm in the performance of our investment decision-making ADV Part 2A – Firm Brochure Page 21 Pasadena Private Wealth, LLC  responsibilities. The aforementioned research and brokerage services qualify for the safe harbor exemption defined in Section 28(e) of the Securities Exchange Act of 1934. Our Custodians do not make client brokerage commissions generated by client transactions available for our firm’s use. The aforementioned research and brokerage services are used by our firm to manage accounts for which our firm has investment discretion. Without this arrangement, our firm might be compelled to purchase the same or similar services at our own expense. As part of our fiduciary duty to our clients, our firm will endeavor at all times to put the interests of our clients first. Clients should be aware, however, that the receipt of economic benefits by our firm or our related persons creates a potential conflict of interest and may indirectly influence our firm’s choice when making a custodial recommendation to clients. Our firm examined this potential conflict of interest when our firm chose to recommend our Custodians and have determined that the recommendation is in the best interest of our firm’s clients and satisfies our fiduciary obligations, including our duty to seek best execution. 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 the value of research provided, execution capability, commission rates, and responsiveness. Although our firm will seek competitive rates, to the benefit of all clients, our firm may not necessarily obtain the lowest possible commission rates for specific client account transactions. Soft Dollars Our firm does not receive soft dollars in excess of what is allowed by Section 28(e) of the Securities Exchange Act of 1934. The safe harbor research products and services obtained by our firm will generally be used to service all of our clients but not necessarily all at any one particular time. Client Brokerage Commissions In addition to the benefits described above, our Custodians also make available to our firm other products and services that benefit our firm. These benefits may include national, regional or investment adviser specific educational events organized and/or sponsored by our Custodians. Other potential benefits may include occasional business entertainment of personnel of our firm by our Custodians personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Some of these products and services assist our firm in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of our fees from clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services may be used to service all or some substantial number of our accounts, including accounts not maintained at our Custodians. Our Custodians also make available to our firm other services intended to help our firm manage and further develop our business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance, and marketing. Our Custodians may also make available, arrange and/or pay vendors for these types of services rendered to our firm by independent third parties. Our Custodians may discount ADV Part 2A – Firm Brochure Page 22 Pasadena Private Wealth, LLC  or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to our firm. While, as a fiduciary, our firm endeavors to act in our clients’ best interests, our recommendation/requirement that clients maintain their assets in accounts at our Custodian may be based in part on the benefit to our firm of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost, or quality of custody and brokerage services provided by our Custodians, which creates a potential conflict of interest. As a result of receiving such products and services for no cost, our firm may have an incentive to continue to place client trades through broker-dealers that offer soft dollar arrangements/the aforementioned services and products. This interest conflicts with the clients' interest of obtaining the lowest commission rate available. Therefore, our firm must determine in good faith, based on the best execution policy stated above that such commissions are reasonable in relation to the value of the services provided by such executing broker-dealers. Client Transactions in Return for Soft Dollars Our firm does not direct client transactions to a particular broker-dealer in return for soft dollar benefits. Brokerage for Client Referrals Our firm does not receive brokerage for client referrals. Client-Directed Brokerage Generally, in the absence of specific instructions to the contrary, for brokerage accounts that clients engage PPW to manage on a discretionary basis, PPW has full discretion with respect to securities transactions placed in the accounts. This discretion includes the authority, without prior notice to the client, to buy and sell securities for the client’s account and establish and affect securities transactions through the BD/Custodian of the client’s account or other broker-dealers selected by PPW. In selecting a broker-dealer to execute a client’s securities transactions, PPW seeks prompt execution of orders at favorable prices. A client, however, may instruct PPW to custody his/her account at a specific broker-dealer and/or direct some or all of his/her brokerage transactions to a specific broker-dealer. In directing brokerage transactions, a client should consider whether the commission expenses, execution, clearance, settlement capabilities, and custodian fees, if any, are comparable to those that would result if PPW exercised its discretion in selecting the broker-dealer to execute the transactions. Directing brokerage to a particular broker-dealer may involve the following disadvantages to a directed brokerage client: • PPW’s ability to negotiate commission rates and other terms on behalf of such clients could be • impaired; such clients could be denied the benefit of PPW’s experience in selecting broker-dealers that are able to efficiently execute difficult trades; • opportunities to obtain lower transaction costs and better prices by aggregating (batching) the • client’s orders with orders for other clients could be limited; and the client could receive less favorable prices on securities transactions because PPW may place transaction orders for directed brokerage clients after placing batched transaction orders for other clients. ADV Part 2A – Firm Brochure Page 23 Pasadena Private Wealth, LLC  In addition to accounts managed by PPW on a discretionary basis where the client has directed the brokerage of his/her account(s), certain institutional accounts may be managed by PPW on a non- discretionary basis and are held at custodians selected by the institutional client. The decision to use a particular custodian and/or broker-dealer generally resides with the institutional client. PPW endeavors to understand the trading and execution capabilities of any such custodian and/or broker-dealer, as well as its costs and fees. PPW may assist the institutional client in facilitating trading and other instructions to the custodian and/or broker-dealer in carrying out PPW’s investment recommendations. Special Considerations for ERISA Clients A retirement or ERISA plan client may direct all or part of portfolio transactions for its account through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, our firm will request that plan sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. Aggregation of Purchase or Sale Our firm provides investment management services for various clients. There are occasions on which portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the same security for numerous accounts served by our firm, which involve accounts with similar investment objectives. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to any one or more particular accounts, they are affected only when our firm believes that to do so will be in the best interest of the effected accounts. When such concurrent authorizations occur, the objective is to allocate the executions in a manner which is deemed equitable to the accounts involved. In any given situation, our firm attempts to allocate trade executions in the most equitable manner possible, taking into consideration client objectives, current asset allocation and availability of funds using price averaging, proration and consistently non-arbitrary methods of allocation. Item 13: Review of Accounts or Financial Plans Our management personnel or financial advisors’ reviews accounts on at least an annual basis for our Asset Management and Third-Party Money Management clients. The nature of these reviews is to learn whether client accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. Our firm does not provide written reports to clients, unless asked to do so. Verbal reports to clients take place on at least an annual basis when our Asset Management and Third-Party Money Management clients are contacted. Our firm may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s life events, requests by the client, etc. Financial Planning clients do not receive reviews of their written plans unless they take action to schedule a financial consultation with us. Our firm does not provide ongoing services to financial ADV Part 2A – Firm Brochure Page 24 Pasadena Private Wealth, LLC  planning clients, but are willing to meet with such clients upon their request to discuss updates to their plans, changes in their circumstances, etc. Financial Planning clients do not receive written or verbal updated reports regarding their financial plans unless they separately engage our firm for a post-financial plan meeting or update to their initial written financial plan. Retirement Plan Consulting clients receive reviews of their retirement plans for the duration of the service. Our firm also provides ongoing services where clients are met with upon their request to discuss updates to their plans, changes in their circumstances, etc. Retirement Plan Consulting clients do not receive written or verbal updated reports regarding their plans unless they choose to engage our firm for ongoing services. Item 14: Client Referrals & Other Compensation Fidelity Clearing and Custody Solutions, a division of Fidelity Brokerage Services, LLC Except for the arrangements outlined in Item 12 of Form ADV Part 2A, our firm has no additional arrangements to disclose. Charles Schwab & Co., Inc. Our firm receives economic benefit from Schwab in the form of the support products and services made available to our firm and other independent investment advisors that have their clients maintain accounts at Schwab. These products and services, how they benefit our firm, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). The availability of Schwab’s products and services is not based on our firm giving particular investment advice, such as buying particular securities for our clients. Product Sponsor Funded Events Various product wholesalers provide financial assistance to allow us to sponsor client educational seminars, or attend such seminars hosted by the product sponsor. This money is not directly tied to our use of their products, nor it is contingent upon any future business to be directed to their products, nonetheless it creates a conflict of interest that may incentivize us to utilize their products. Our firm will adhere to our fiduciary duty to act in our client’s best interest when selecting what products to use in client accounts. Referral Fees Our firm pays referral fees (non-commission based) to independent solicitors (non-registered representatives) for the referral of their clients to our firm in accordance with Rule 206 (4)-3 of the Investment Advisers Act of 1940. Such referral fee represents a share of our investment advisory fee charged to our clients. This arrangement will not result in higher costs to the referred client. In this regard, our firm maintains Solicitors Agreements in compliance with Rule 206 (4)-3 of the Investment Advisers Act of 1940 and applicable state and federal laws. All clients referred by Solicitors to our firm will be given full written disclosure describing the terms and fee arrangements between our firm and Solicitor(s). In cases where state law requires licensure of solicitors, our firm ensures that no solicitation fees are paid unless the solicitor is registered as an investment adviser ADV Part 2A – Firm Brochure Page 25 Pasadena Private Wealth, LLC  representative of our firm. If our firm is paying solicitation fees to another registered investment adviser, the licensure of individuals is the other firm’s responsibility. Item 15: Custody Pasadena Private Wealth through its duties as the General Partner of the PPW Credit Opportunities Fund I LP as well as through our affiliation with Pasadena Private Lending, Pasadena Private Real Estate and Pasadena Private Equity, described above in Item 10, our firm is deemed to have custody of client assets invested in the underlying investment vehicles they manage. Under the custody rule, an adviser to a pooled investment vehicle that is subject to an annual audit by an independent public accountant registered with, and subject to regular inspection by the PCAOB and distributes the audited financial statements to each investor in the pool within 120 days after the pool's fiscal year end is deemed to have satisfied the requirement to obtain an annual surprise examination, as such Pasadena Private Wealth is not subject to an Annual Surprise examination of clients assets. On February 21, 2017, the SEC issued a no‐action letter (“Letter”) with respect to Rule 206(4)‐2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a third party under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguarding procedures in conjunction with our custodian, Fidelity: • The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. • The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. • The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. • The client has the ability to terminate or change the instruction to the client’s qualified custodian. • The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. • The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. • The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. ADV Part 2A – Firm Brochure Page 26 Pasadena Private Wealth, LLC  Item 16: Investment Discretion Clients have the option of providing our firm with investment discretion on their behalf, pursuant to an executed investment advisory client agreement. By granting investment discretion, our firm is authorized to execute securities transactions, determine which securities are bought and sold, and the total amount to be bought and sold. Should clients grant our firm non-discretionary authority, our firm would be required to obtain the client’s permission prior to effecting securities transactions. Limitations may be imposed by the client in the form of specific constraints on any of these areas of discretion with our firm’s written acknowledgement. Item 17: Voting Client Securities Our firm does not accept the proxy authority to vote client securities. Clients will receive proxies or other solicitations directly from their custodian or a transfer agent. In the event that proxies are sent to our firm, our firm will forward them to the appropriate client and ask the party who sent them to mail them directly to the client in the future. Clients may call, write or email us to discuss questions they may have about particular proxy votes or other solicitations. Item 18: Financial Information Inclusion of a Balance Sheet Our firm does not require nor is prepayment solicited for more than $1,200 in fees per client, 6 months or more in advance. Therefore, our firm has not included a balance sheet for our most recent fiscal year. Disclosure of Financial Condition While the following does not have any negative impact on our firms’ financial condition, we wish to disclose that SunWest Bank provides financing to Pasadena Private Wealth. ADV Part 2A – Firm Brochure Page 27 Pasadena Private Wealth, LLC