Pennington Partners & Co., LLC

Item 1 | Cover Page Brochure (Form ADV Part 2A) March 31, 2026 7500 Old Georgetown Road, Suite 705 Bethesda, Maryland 20814 www.penningtonpartners.co This Brochure provides information about the qualifications and business practices of Pennington Partners & Co., LLC (“Pennington Partners”). If you have any questions about the contents of this Brochure, please contact us at (202) 370-6435. 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 Pennington Partners also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC as an investment adviser does not imply that Pennington Partners or its officers or employees possess a particular level of skill or training.  Item 2 | Material Changes This Brochure provides information about a variety of topics relating to Pennington Partners’ business practices, compliance policies and procedures, investment risks, and conflicts of interest. Pennington Partners routinely updates the Brochure to improve and clarify the description of such information or in response to evolving industry or firm practices. Pennington Partners’ most recent update of this Brochure was made on March 31, 2025. This Brochure amendment contains certain updated information to reflect the following: • • • • • • Item 4 - Advisory Business: The variety of services we offer has been updated to include bookkeeping, bill payment, loan participation management services, and household concierge, and healthcare concierge services, among other things. Additionally, the type of clients to whom we provide services has been updated to include special purpose vehicles. Item 5 - Fees and Compensation: Descriptions of the variety of fee arrangements and billing practices were updated, including the fact that fees are generally negotiable, in some cases are subject to automatic annual increases, and that additional types of fees and expenses may apply, including sub-advisor, origination, and administration fees, among others. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss: Disclosures related to a variety of risks were added or enhanced, including risks related to tax management strategies, artificial intelligence, alternative investments, and privacy, among others. Item 12 - Brokerage Practices: Benefits we may receive from broker-dealers/custodians have been updated to include account transition services, among other things. Additionally, we updated disclosures related to our handling of trade errors. Item 10 - Other Financial Industry Activities and Affiliations: Disclosures related to conflicts of interest associated with client investments in Pennington Partners and the general partners and managers to privately offered pooled investment vehicles and special purpose vehicles were added, among other things. Item 15 - Custody: The variety of ways in which we may be deemed to have custody has been updated to include bill payment services, broad powers of attorney, and letters of authorization, among other things. Pennington Partners encourages all current and prospective clients to read this Brochure carefully and in its entirety and to discuss any questions you may have with us. Item 3 | Table of Contents Item 1 | Cover Page ...................................................................................................................................... 1 Item 2 | Material Changes ............................................................................................................................ 2 Item 3 | Table of Contents ............................................................................................................................ 2 Item 4 | Advisory Business ............................................................................................................................ 3 Item 5 | Fees and Compensation .................................................................................................................. 6 Item 6 | Performance-Based Fees and Side-by-Side Management ............................................................ 10 Item 7 | Types of Clients ............................................................................................................................. 11 Item 8 | Methods of Analysis, Investment Strategies and Risk of Loss ...................................................... 11 Item 9 | Disciplinary Information ............................................................................................................... 20 Item 10 | Other Financial Activities and Affiliations ................................................................................... 20 2  Item 11 | Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 24 Item 12 | Brokerage Practices .................................................................................................................... 27 Item 13 | Review of Accounts ..................................................................................................................... 29 Item 14 | Client Referrals and Other Compensation .................................................................................. 30 Item 15 | Custody ....................................................................................................................................... 30 Item 16 | Investment Discretion ................................................................................................................. 31 Item 17 | Voting Client Securities ............................................................................................................... 32 Item 18 | Financial Information .................................................................................................................. 33 Item 4 | Advisory Business Pennington Partners & Co., LLC (“Pennington Partners”) is a limited liability company formed in January 2016 in the State of Delaware. Pennington Partners is an SEC registered investment adviser. Brian Gaister and Rodd Macklin are co-founders of Pennington Partners. Mr. Gaister is Chief Executive Officer and principal owner of Pennington Partners. Guy Scott is the Chief Compliance Officer responsible for managing the compliance program of the firm. Pennington Partners offers the following services: INVESTMENT ADVISORY SERVICES Pennington Partners provides discretionary and non-discretionary investment advisory services tailored to meet each client’s individual needs, life circumstances, and investment goals. Prior to engaging Pennington Partners to provide investment advisory services, each client is required to enter into one or more investment advisory agreements that define the terms, conditions, authority, and responsibilities of us and the client. We then engage with each client to determine their investment objectives, risk tolerance, time horizons and liquidity needs. Clients can impose reasonable restrictions and guidelines on investing, such as investments in certain securities, types of securities, or industry sectors. Pennington Partners may engage sub-advisors for the purpose of assisting with the management of client accounts on a discretionary basis. We monitor investments and securities in client accounts on a continuous and regular basis, unless otherwise agreed, and make adjustments and reallocations as necessary due to changes in market conditions and the client’s circumstances as communicated to us. Clients are responsible for promptly notifying Pennington Partners of any changes to their financial situation or investment objectives, so that any prior recommendations and services can be reviewed and, if necessary, revised. In providing discretionary services, Pennington Partners is granted authority by the client to effect securities transactions on behalf of a client without the client’s prior approval of each specific transaction and in accordance with the client’s investment objectives set forth in the applicable investment advisory agreement or related documentation. Clients reserve the right to limit our discretionary authority by providing us with written communication that details restrictions and other guidelines. The investment advisory relationship and discretionary authority will continue until a client notifies us otherwise in writing. In providing non-discretionary services, we are required to obtain client consent prior to executing any trades on a client’s behalf. Accordingly, the client maintains the ultimate decision-making authority regarding the purchase or sale of investments for the client’s account. Prospective clients should be aware that in the event of a market correction or other time-sensitive 3  market movement during which a non-discretionary client is unavailable, Pennington Partners will be unable to take action—unlike in discretionary accounts—until the client’s explicit approval is received. Additionally, Pennington Partners could be limited in aggregating trades with other client orders, which could adversely affect the timing of non-discretionary trades and result in the execution of a trade at a price that differs from the price for the aggregated trades. FAMILY OFFICE SERVICES AND BUSINESS STRATEGY CONSULTING Pennington Partners also offers family office and business strategy consulting services in conjunction with the provision of investment advisory services. Periodic consulting services may include, but are not limited to, governance, structure, strategy, operations, succession planning, global benchmarking, and best practices. Ongoing services may include, but are not limited to, tax analysis, estate planning, bookkeeping, bill payment, household concierge, and healthcare concierge services. Services are customized to the unique needs of each family. Prior to providing family office or business strategy consulting services, clients are typically required to enter into an investment advisory agreement with Pennington Partners. This agreement outlines the terms and conditions of the engagement, including the scope of services, applicable fees, and termination provisions. If requested by the client, Pennington Partners may recommend other professionals for implementation purposes (e.g., attorneys, accountants, etc.). Clients are under no obligation to engage any recommended professional and are free to accept or reject any recommendation made by Pennington Partners. If a client engages a recommended professional and a dispute arises, Pennington Partners is not responsible for the services provided by such professional. PRIVATE INVESTMENT FUND ADVISORY SERVICES Pennington Partners and/or affiliates of Pennington Partners provide discretionary investment management services to private investment funds that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”) (each such client referred to as a “Private Fund” and collectively the “Private Funds”). The Private Funds may make investments across a variety of asset classes, including private real estate holdings, private equity, and private credit investments. Certain Private Funds are established to primarily invest in one or more underlying investment vehicles advised by third-party investment managers that we research, conduct diligence on, and recommend. Pennington Partners and/or affiliates manage the Private Funds in accordance with the objectives and investment strategies set forth in the applicable offering documents of each Private Fund and not in accordance with the individual needs or objectives of any particular investor therein. The terms, conditions, risks, and fees pertaining to an investment in a Private Fund are outlined in the applicable offering documents, which include as applicable, the Private Fund’s governing documents, private placement memorandum or disclosure document, subscription agreement, ancillary agreements, and all amendments thereto (the “Offering Documents”). Our clients are under no obligation to consider or make an investment in the Private Funds. Each prospective investor interested in investing in a Private Fund, including a client of Pennington Partners, will be required to complete a subscription agreement in which the prospective investor attests as to whether he/she is qualified to invest in the Private Fund and acknowledges and accepts the various risk factors that are associated with such an investment. 4  In general, investors in the Private Funds are not permitted to impose restrictions or limitations. However, the Private Funds themselves have entered into and could in the future enter into side letters or other written agreements with one or more Private Fund investors which have the effect of establishing rights under, or altering, modifying, or changing the terms of interest held by investors. Certain types of side letters may create a conflict of interest among Pennington Partners and investors, and/or among investors themselves. For more detailed information on investment objectives, policies, and guidelines, please refer to each Private Fund’s Offering Documents. SPECIAL PURPOSE VEHICLE ADVISORY SERVICES Pennington Partners and/or affiliates of Pennington Partners also provide discretionary investment management services to special purpose vehicles (each such client referred to as an “SPV” and collectively the “SPVs”) established to primarily invest in a single or multiple related investments. Pennington Partners and/or affiliates manage the SPVs in accordance with the applicable governing documents of each SPV and not in accordance with the individual needs or objectives of any particular investor therein. The terms, conditions, risks, and fees pertaining to an investment in an SPV are outlined in the applicable governing documents, which include as applicable, the SPV’s governing documents, disclosure documents, operating agreement, partnership agreement, ancillary agreements, and all amendments thereto (the “SPV Governing Documents”). Our clients are under no obligation to consider or make an investment in SPVs. Each prospective investor interested in investing in an SPV will be required to sign an operating, partnership, or other similar agreement in which the prospective investor attests as to whether he/she is qualified to invest in the SPV and acknowledges and accepts the various risk factors that are associated with such an investment. SPV investors are not permitted to impose restrictions or limitations. However, SPVs may enter into side letters or other written agreements with one or more investors which have the effect of establishing rights under, or altering, modifying, or changing the terms of interest held by investors. Certain types of side letters may create a conflict of interest among Pennington Partners and investors, and/or among investors themselves. LOAN PARTICIPATION MANAGEMENT SERVICES Pennington Partners may recommend to clients investments in certain loan participations involving interests in loans made to unaffiliated companies. These participations may involve direct agreements with the underlying issuer of the investment or a secondary offering issued by a Private Fund managed by Pennington Partners and/or affiliates, and may involve a cross transaction, subject to applicable regulatory requirements and client consent where required. While a loan remains outstanding, Pennington Partners and/or affiliates may provide investment management services related to participation in the loan by investment advisory clients. ASSETS UNDER MANAGEMENT As of December 31, 2025, Pennington Partners had a total of $5,087,641,631 in regulatory assets under management, of which $2,432,576,418 is managed on a discretionary basis and $2,655,065,213 is managed on a non-discretionary basis. 5  Item 5 | Fees and Compensation This section of the Brochure details the typical fee structures and compensation methodologies for services provided by Pennington Partners. However, fees are generally negotiable and vary from client to client based on a number of factors including, but not limited to, the aggregate assets under advisement, the complexity, scope, and types of services to be provided, and the scope of the overall relationship with such client. Clients should review their investment advisory agreement or other relevant agreement for detailed information related to fees and compensation. INVESTMENT ADVISORY SERVICES FEES Pennington Partners charges an annual investment advisory fee for discretionary and non-discretionary investment advisory services that is generally a fixed annual fee of a minimum of $100,000, subject to negotiation. Alternatively, Pennington Partners may charge an investment advisory fee based upon a percentage (%) of the market value and type of assets placed under Pennington Partners’ management. Annualized rates for such services generally range up to 1.5% and are billed in accordance with the terms set forth in the applicable investment advisory agreement. These terms may include, i) monthly, quarterly, or annual billing, ii) billing based on the values of billable assets as of the last business day of the preceding period, iii) billing based on the average daily balance of billable assets during the preceding period, iv) billing in arrears or in advance, or v) another methodology specified in a client’s investment advisory agreement or other relevant agreement. To the extent advisory services begin after the start of a billing period, the investment advisory fee in the first billing period is generally prorated. For fixed fee investment advisory services engagements, and as set forth in the investment advisory agreement, the investment advisory fee generally increases automatically as of the anniversary date of the investment advisory agreement. Automatic increases generally range between 0% and 5%, as disclosed in the investment advisory agreement and agreed to by the client. In the event of the termination of an investment advisory agreement prior to the end of a billing period, the prorata portion of any fee paid in advance generally will be promptly refunded. Securities held in accounts managed by Pennington Partners that are listed on a national securities exchange shall generally be independently valued by the account custodians. Investments that do not have readily available market prices provided by third parties are generally valued in good faith by Pennington Partners using relevant information available. Pennington Partners may deduct its investment advisory fees from clients’ assets or bill clients for fees incurred, as agreed to with each client. When permitted pursuant to written client authorization, Pennington Partners’ investment advisory fees are deducted directly from a managed account held by a custodian. Clients paying fees to Pennington Partners via direct deduction will be provided with a statement, at least quarterly, from the custodian reflecting the deduction of the advisory fees. We urge all Clients to carefully review the advisory fees shown in the custodial statements. If the client account does not contain sufficient cash or cash equivalents to pay the advisory fees due, Pennington Partners has limited authority to sell or redeem securities in sufficient amounts to cover those fees. In the event Pennington Partners bills a client for the investment advisory fee, payment is due upon receipt of Pennington Partners’ invoice. Pennington Partners’ annual investment advisory fee includes investment advisory services, and, to the extent specifically requested by the client, financial planning services. In the event that the client requires extraordinary planning services, Pennington Partners may determine to charge for such 6  additional services, the amount of which shall be negotiable and set forth in a separate written notice to the client. In the event Pennington Partners engages a sub-advisor to assist with the discretionary management of a client account, such client will typically incur additional fees payable to the sub-advisor for its investment sub-advisory services. All fees and expenses of sub-advisors are exclusive of, and in addition to, Pennington Partners’ fees. Clients can access certain sub-advisors directly and, in such cases, may be able to access the services of such sub-advisors at lower cost than available through Pennington Partners. Access to certain sub-advisors could be limited to certain types of accounts and could be subject to account minimums as determined by the sub-advisor. FAMILY OFFICE SERVICES AND BUSINESS STRATEGY CONSULTING FEES Periodic consulting services, such as projects involving governance, structure, strategy, operations, succession planning, global benchmarking, and best practices, are customized to the unique needs of each family and are generally priced on a fixed fee basis according to the project and scope of work or on an hourly basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). With the exception of bookkeeping and bill payment services, ongoing family office services, such as tax analysis, estate planning, household concierge, and healthcare concierge services, are generally included in Pennington Partners’ fixed annual investment advisory fee. To the extent an investment advisory client whose annual fee is based upon a percentage (%) of the market value and type of assets placed under Pennington Partners’ management wishes to receive ongoing family office services, Pennington Partners typically requires such a client to move to a fixed annual fee arrangement. In the event that the client requires extraordinary ongoing family office services, Pennington Partners may determine to charge for such additional services, the amount of which shall be negotiable and set forth in a separate written notice to the client. Bookkeeping and bill payment services are generally subject to an additional fee as agreed to with each client. Subject to negotiation, bill payment may be included in the investment advisory fee. Where bill payment is included in the investment advisory fee, clients may pay a higher investment advisory fee than they otherwise would if bill payment services were not included. Clients may elect to have Pennington Partners’ family office services and business strategy consulting fees deducted from their custodial accounts in the event there is an applicable investment advisory agreement in place at the time. In the event that Pennington Partners bills the client directly, payment is due upon receipt of Pennington Partners’ invoice. Billing or the debiting of fees may occur in advance or in arrears or a combination thereof and at a frequency set forth in the investment advisory agreement or other relevant agreement. PRIVATE INVESTMENT FUNDS ADVISORY FEES Pennington Partners and/or affiliates receive fees from the Private Funds to which investment advisory services are provided, as described and disclosed in their respective Offering Documents. Such fees can include management fees, performance-based fees or “carried interest”, (see Item 6 of this Brochure), and certain additional fees. In addition, each Private Fund, and any subsidiaries and intermediate entities, bears certain organizational and other expenses as described in the Offering Documents that are not reimbursed by portfolio investments. Examples of direct and indirect expenses borne by Private Funds can include third-party professional fees such as legal fees and audit fees, consulting fees and expenses, insurance premiums, custodial fees, fund administration fees, treasury fees, wire fees, 7  fundraising expenses including travel, and expenses of meetings of the limited partners, among other types of expenses. Reimbursements from portfolio investments can include out-of-pocket expenses incurred in connection with the making, monitoring, and/ or disposing of such portfolio investments, including follow-on investments and refinancings. As the fees and expenses incurred by each Private Fund vary, prospective and current investors should review the applicable Private Fund’s Offering Documents for a description of all relevant fees and expenses to be paid by or allocable to an investor in a Private Fund. As discussed earlier in this Brochure, Private Funds enter into side letters or other written agreements with one or more investors which have the effect of establishing rights under, or altering, modifying, or changing the terms of interest held by investors, including those related to fees and expenses. As a result, certain fees may be waived or reduced for some Private Fund investors and not others. Additionally, a Private Fund, the general partner to a Private Fund, Pennington Partners, and/or affiliates may enter into side letters or similar agreements that allow certain Private Fund investors, including Pennington Partners’ investment advisory services clients, to receive interests in, and participate in the profits of, the general partner to a Private Fund. Certain types of side letters create a conflict of interest among Pennington Partners and investors, and/or among investors themselves. Additionally, the opportunity to offer to certain investors, including investment advisory services clients, to participate in the profits of a Private Fund general partner also creates an incentive to favor certain investors, clients, and prospective clients over others in the offering of such opportunities. In the event Pennington Partners’ investment advisory clients invest in Private Funds managed by Pennington Partners and/or affiliates, such clients will frequently bear both the investment advisory fee payable to Pennington Partners and the Private Fund’s management fees, performance-based fees, and/or certain additional fees payable to Pennington Partners and/or affiliates. All fees and expenses of Private Funds are exclusive of, and in addition to, Pennington Partners’ investment advisory fees. Certain Private Funds may waive or agree to reduced fees for some or all investors that are investment advisory services clients of Pennington Partners, including but not limited to clients paying Pennington Partners a fixed annual investment advisory fee. Clients can access certain Private Fund underlying investments directly and, in such cases, may be able to access such investments at lower costs than available through Pennington Partners. Access to certain underlying investments could be limited to certain types of investors and in certain amounts. As is typical for privately-offered pooled investment vehicles, the Private Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds, and there can be no assurance that the benefits to investors will be commensurate with such expenses. For more detailed information on the fees, expenses, and compensation received by Pennington Partners, supervised persons, and/or affiliates, prospective investors should refer to the respective Private Fund’s Offering Documents. SPECIAL PURPOSE VEHICLE ADVISORY SERVICES FEES Pennington Partners and/or affiliates receive fees from the SPVs to which investment advisory services are provided, as described and disclosed in their respective SPV Governing Documents. Such fees can include management fees, performance-based fees or “carried interest”, (see Item 6 of this Brochure), and certain additional fees. In addition, each SPV, and any subsidiaries and intermediate entities, bears certain organizational and other expenses as described in the SPV Governing Documents that are not reimbursed by portfolio investments. Examples of direct and indirect expenses borne by SPVs can 8  include professional fees such as legal fees and audit fees, consulting fees and expenses, insurance premiums, custodial fees, administration fees, treasury fees, wire fees, fundraising expenses including travel, and expenses of meetings of the limited partners, among other types of expenses. Reimbursements from portfolio investments can include out-of-pocket expenses incurred in connection with the making, monitoring, and/ or disposing of such portfolio investments, including follow-on investments and refinancings. As the fees and expenses incurred by each SPV vary, prospective and current investors should review the applicable SPV Governing Documents for a description of all relevant fees and expenses to be paid by or allocable to an investor in an SPV. As discussed earlier in this Brochure, SPVs may enter into side letters or other written agreements with one or more investors which have the effect of establishing rights under, or altering, modifying, or changing the terms of interest held by investors, including those related to fees and expenses. As a result, certain fees may be waived or reduced for some SPV investors and not others, including but not limited to Pennington Partners and its affiliates. Additionally, an SPV, the manager to an SPV, Pennington Partners, and/or affiliates may enter into side letters or similar agreements that allow certain SPV investors, including Pennington Partners’ investment advisory services clients, to receive interests in, and participate in the profits of, the manager to an SPV. Certain types of side letters create a conflict of interest among Pennington Partners and investors, and/or among investors themselves. Additionally, the opportunity to offer to certain investors, including investment advisory services clients, to participate in the profits of an SPV manager also creates an incentive to favor certain investors, clients, and prospective clients over others in the offering of such opportunities. In the event Pennington Partners investment advisory clients invest in SPVs managed by Pennington Partners and/or affiliates, such clients will typically bear both an investment advisory fee payable to Pennington Partners and the SPV’s management fees, performance-based fees, and/or certain additional fees payable to Pennington Partners and/or affiliates. All fees and expenses of SPVs are exclusive of, and in addition to, Pennington Partners’ investment advisory fees. Certain SPVs may waive or agree to reduced fees for some or all investors that are investment advisory services clients of Pennington Partners. LOAN PARTICIPATION MANAGEMENT SERVICES FEES Pennington Partners and/or affiliates receive fees related to clients’ investments in loan participations, as described and disclosed in their respective loan participation agreements or similar governing documents. Such fees can include a periodic management fee and/or performance-based or incentive fee (see Item 6 of this Brochure). In addition, each loan participation bears certain organizational and/or other expenses as described in the loan participation agreements or similar governing documents. As the fees and expenses associated with loan participations vary, prospective and current investors should review the applicable loan participation agreement or other relevant governing document for a description of all relevant fees to be paid by or allocable to an investor in a loan participation. For more detailed information on the compensation received by Pennington Partners and/or affiliates, clients should refer to the applicable loan participation agreement or other relevant governing document. OTHER FEES AND COSTS PAYABLE TO PENNINGTON PARTNERS As referenced above, Pennington Partners, supervised persons, and/or affiliates are permitted to receive additional fees and compensation in connection with origination, management, and/or other 9  services performed for portfolio investments of the Private Funds and SPVs, including, among other things, origination, administration, and/or servicing of real estate related investments. In certain circumstances, such additional compensation may be paid to the Private Funds or SPVs for the benefit of investors or offset in part the management fees otherwise payable to Pennington Partners and/or affiliates by the Private Funds or SPVs. In other circumstances, however, such additional compensation will not directly benefit investors or offset the management fees paid by the Private Funds or SPVs. Pennington Partners and/or its affiliates may have discretion over whether to charge certain fees to a portfolio investment and, if so, the rate, amount, and/or timing. In exercising any such discretion, fees are generally based upon amounts believed to be charged by other providers for comparable services. The receipt of such fees has the potential to give rise to conflicts of interest between the Private Funds and SPVs, on the one hand, and Pennington Partners, supervised persons, and/or its affiliates on the other hand, particularly when such additional fees do not directly benefit investors or offset management fees borne by the Private Funds and SPVs. In certain circumstances, Pennington Partners, supervised persons, and/or affiliates may subcontract to a third party some or all of the management, administration and/or other services performed for portfolio investments at a lower cost than the total fee charged to the portfolio investment, resulting in Pennington Partners, supervised persons, and/or affiliates retaining the difference in such rates. OTHER FEES AND COSTS PAYABLE TO THIRD PARTIES Clients generally bear the costs and expenses associated with holding investments, custodial fees, brokerage fees (see Item 12 of this Brochure), sub-advisor fees, fees and expenses related to mutual funds, exchange-traded funds, and third-party private funds, additional applicable transaction fees, and other related costs and expenses, as applicable. Pennington Partners does not receive any portion of these costs or fees except as otherwise disclosed in this Brochure. COMPENSATION FOR THE SALE OF SECURITIES Neither Pennington Partners, nor its supervised persons, accept compensation from the sale of securities or other investment products. Item 6 | Performance-Based Fees and Side-by-Side Management Pennington Partners may enter into performance-based fees arrangements (i.e., fees based on a share of capital gains on or capital appreciation of the assets of a client) with “qualified clients”. Performance- based fee arrangements are negotiated with clients on a case-by-case basis. Clients may be offered a choice between Pennington Partners’ standard fee structure that is a fixed fee or based upon a percentage of assets managed and a performance-based fee arrangement, or combination thereof. Performance-based fee arrangements may be paired with a lower percentage of assets fee rate fee than would otherwise be offered in the absence of a performance-based fee arrangement. Any performance- based fee charged by Pennington Partners would consist of an agreed upon percentage of performance that exceeds a mutually agreed upon benchmark or threshold. Performance-based fee arrangements are described in the investment advisory agreement presented to relevant clients. Clients must understand proposed methods of compensation and related risks prior to entering into an investment advisory agreement. 10  As referenced earlier in this Brochure, Pennington Partners and/or affiliates may be entitled to a performance-based fee or “carried interest” on the profits of a Private Fund or SPV in accordance with the provisions of the respective Offering Documents or SPV Governing Documents, and a performance- based fee on a loan participation investment’s profits in accordance with respective loan participation agreement. The carried interest amount or performance-based fee and how it is calculated varies by Private Fund, SPV, and loan participation. However, most carried interest amounts and performance- based fees are generally equal to a percentage of the investment proceeds distributable to investors in excess of their capital invested, their allocable share of fees and expenses and, if applicable, a preferred return. Carried interest and performance-based fees may be paid out of cash otherwise distributable to investors. Additional information regarding the calculation of such fees is disclosed in the applicable Private Fund’s Offering Documents or applicable loan participation agreement. Performance-based fee arrangements may create an incentive for Pennington Partners to recommend investments which may be riskier or more speculative than those which would be recommended under different fee arrangements. Such fee arrangements also create an incentive to favor higher fee-paying accounts over other accounts in the allocation of investment opportunities. In addition to mitigating these potential conflicts of interest through disclosures in this Brochure, Pennington Partners maintains policies and procedures designed to ensure that all clients are treated fairly and equitably, and to prevent this conflict from influencing the allocation of investment opportunities among clients. Only "qualified clients" are eligible for performance-based fee arrangements. Item 7 | Types of Clients Pennington Partners provides investment advisory services and/or family office services to individuals, business entities, trusts, estates, charitable organizations, family offices, and pooled investment vehicles, among others. Pennington Partners generally requires a minimum annual fee of $100,000 for investment advisory services. Pennington Partners may, in its sole discretion, waive its minimum annual fee requirement or charge a lesser investment advisory fee based upon certain criteria (e.g., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with client). Certain sub-advisors utilized by Pennington Partners may impose more restrictive account requirements and billing practices than in place at Pennington Partners. In these instances, Pennington Partners may alter its corresponding account requirements and/or billing practices to accommodate those of the sub-advisor. Item 8 | Methods of Analysis, Investment Strategies and Risk of Loss Pennington Partners generally believes in broadly diversified investment solutions customized to reflect unique client circumstances. When making investment recommendations, we generally take into account a client's total financial picture, including assets already owned, assets not managed by us, needs for liquidity, goals and risk tolerance. Pennington Partners develops an overall financial strategy, identifies the asset management resources ideally suited to a client's needs, and manages the allocation of client assets among those resources. Once asset allocation plans are finalized, portfolios may be income, invested among various asset classes including cash/cash equivalents, equities, fixed 11  investments including private equity, private credit, venture capital, derivatives, alternatives, real estate, and private investments. Investments are implemented on a discretionary or non-discretionary basis in separately managed accounts and/or through sub-advisors across common stocks, bonds, options, various types of pooled investment vehicles including, but not limited to, exchange traded funds, mutual funds, and limited partnerships as well as other types of loan public and private participations, real estate, and real assets. When performing security analysis as part of formulating investment advice, Pennington Partners may utilize charting analysis using patterns to identify current trends and trend reversals to forecast the direction of prices, cyclical analysis on historical relationships between price and market trends to forecast the direction of prices, fundamental analysis on historical and present data to develop financial forecasts, and technical analysis on historical and present data focusing on price and trade volume to forecast the direction of prices. When implementing investment advice provided to clients, Pennington Partners may utilize investment strategies that call for long term purchases (securities held at least a year), short term purchases (securities sold within a year), and trading (securities sold within thirty (30) days). Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Pennington Partners) will be profitable or equal any specific performance level(s). The following is a summary of some of the risks associated with Pennington Partners’ methods of investment analysis, investment strategies, and types of investments recommended. Our investment strategies involve a substantial degree of risk, including the risk of complete loss. Nothing in this Brochure is intended to imply, and no one is or will be authorized to represent, that our investment strategies are low risk or risk free. The investment strategies and risks summarized below are not intended to be comprehensive or exhaustive. The various risks outlined below are not the only risks associated with our investment strategies and processes and will not necessarily apply to each client or investor. For information regarding the investment strategies and risks for each Private Fund, prospective investors should refer to the applicable Offering Documents of each Fund for detailed disclosures regarding the risks and conflicts of interest applicable thereto. INVESTMENT ANALYSIS METHODS Every method of analysis has its own inherent risks. To perform an accurate market analysis Pennington Partners must have access to current/new market information. Pennington Partners has no control over the dissemination rate of market information; therefore, unbeknownst to Pennington Partners, certain analyses may be compiled with stale information, severely limiting the value of Pennington Partners’ analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. INVESTMENT STRATEGIES Pennington Partners’ primary investment strategies - long term purchases, short term purchases, and trading - are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer-term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer-term investment 12  strategy. Trading, an investment strategy that requires the purchase and sale of securities within a thirty (30) day investment time period, involves a very short investment time period but will incur higher transaction costs when compared to a short-term investment strategy and substantially higher transaction costs than a longer-term investment strategy. SUB-ADVISORS Pennington Partners may engage sub-advisors for the purpose of assisting with the management of client accounts on a discretionary basis. Factors Pennington Partners considers in engaging sub-advisors include the client’s stated investment objective(s), and the sub-advisor’s industry, market focus, management style, performance, reputation, financial strength, reporting, pricing, and research. Pennington Partners shall continue to render ongoing and continuous advisory services to the client relative to the monitoring and review of account performance, client investment objectives, and asset allocation. Despite this, there can be no assurances that sub-advisors meet client investment objectives, achieve specific performance levels, or avoid loss. Additionally, there can be no assurances that client assets managed by such third parties are not at substantial risk of theft or misappropriation. RETIREMENT ROLLOVERS A client leaving an employer typically has four options (and may engage in a combination of these options), including i) leave the money in the former employer’s plan, if permitted, ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, iii) rollover to an Individual Retirement Account (“IRA”), or iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). Pennington Partners may recommend a roll-over of plan assets to an IRA managed by Pennington Partners, in which case we would earn an asset-based or fixed fee. In contrast, a recommendation that a client or prospective client leave plan assets with the prior employer or roll the assets to a plan sponsored by a new employer will generally result in no compensation to Pennington Partners (unless Pennington Partners is engaged to monitor and/or manage the account while maintained at the employer). Pennington Partners has an economic incentive to encourage a prospective client to roll plan assets into an IRA that Pennington Partners will manage or to engage Pennington Partners to monitor and/or manage the account while maintained at the employer. There are various factors that Pennington Partners may consider before recommending a rollover, including but not limited to, i) the investment options available in the plan versus the investment options available in an IRA, ii) fees and expenses in the plan versus the fees and expenses in an IRA, iii) the services and responsiveness of the plan’s investment professionals, iv) protection of assets from creditors and legal judgments, v) required minimum distributions and age considerations, and vi) employer stock tax consequences, if any. No client is under any obligation to rollover plan assets to an IRA managed by Pennington Partners or to engage Pennington Partners to monitor and/or manage the account while maintained at the employer. TAX MANAGEMENT STRATEGIES Tax management strategies involve buying and selling investments in a manner intended to reduce the negative impact of taxes. They often involve buying or selling investments to limit taxable investment gains or to offset taxable investment gains with investment losses or selling investments to avoid recognition of taxable investment gains. Tax management strategies are not intended to, and likely will not, eliminate a client’s tax obligations. A tax management strategy may not actually lower a client’s tax obligations or otherwise achieve a client’s tax goals. The performance of accounts utilizing a tax management strategy will vary from similarly managed accounts that do not utilize such a strategy, 13  possibly in a materially negative manner, and an account may not be successful in pursuing its primary investment strategies, objectives or goals. CASH AND EQUIVALENTS At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Pennington Partners may maintain cash or equivalent positions for defensive purposes or other reasons. All cash positions (money markets, etc.) shall be included as part of assets under management for purposes of calculating Pennington Partners’ advisory or management fee. Available cash and cash equivalents generally will be held in accounts at third party financial institutions (which may not bear interest or generate income). Access to invested cash and cash equivalents may be impacted by adverse conditions in the financial markets. Cash balances in operating accounts could be impacted if the underlying financial institutions fail or other adverse conditions in the financial markets occur. EQUITIES An equity investment generally involves buying stocks of individual companies in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to the specific situations of each company, the industry conditions and the general economic environment. Exposure to equity securities may include the following risks, among others: • Market Capitalization: Market Capitalization refers to the total value of a company’s outstanding shares at its present market price. Investing primarily in issuers within the same market capitalization range carries the risk that the market capitalization category may be out of favor due to current market conditions or changing investor opinions. Prices of small capitalization and even medium capitalization stocks are often more volatile than prices of large-capitalization stocks, and the risk of bankruptcy or insolvency of many smaller companies is higher than for larger companies. Securities of small and medium capitalization companies may be thinly traded, resulting in decreased liquidity. • Growth Equity: Growth equities are generally defined as companies that are poised for strong revenue and business momentum. Growth stocks may be more sensitive to market movements because their prices tend to emphasize future profitability, rather than current profits. • Value Equity: Investing in value equities involves identifying companies that are currently trading below an expected value, giving an investor the opportunity to buy a highly valued company at a lower than-expected price. The risks of investing in value stocks are that they may continue to perform below expectations and remain undervalued for an extended period. • • Dividends: Dividend investing focuses on companies that generate consistently higher dividends to produce income streams beyond the potential capital gains of owning the equity. The risks of investing in these securities are that the investor has no control over whether the company will continue to issue dividends, and the reduction in the dividend may result in a declined price. • Domestic Equity: Relative to investments in equities of less developed nations, investing in U.S. domiciled companies reduces the potential exposure to entities that operate in less developed capital markets, infrastructure and regulatory/legal environment. However, being exposed to U.S. domiciled equities creates risk to the investments when domestic geopolitical issues arise. International (“Non-U.S.”) Equity: Investments in the securities of foreign issuers may experience more rapid and extreme changes in value than funds with investments solely in securities of U.S. companies. This is because the securities markets of many foreign countries 14  are relatively small, with a limited number of companies representing a small number of industries. Additionally, foreign securities issuers may not be subject to the same degree of regulation as U.S. issuers. Reporting, accounting and auditing standards of foreign countries differ, in some cases significantly, from U.S. standards. Also, nationalization, expropriation or confiscatory taxation, currency blockage, political changes or diplomatic developments could adversely affect investments in a foreign country. • Emerging Markets: The risks associated with foreign investments are heightened when investing in emerging markets. The governments and economies of emerging market countries may show greater instability than those of more developed countries. Such investments tend to fluctuate in price more widely and to be less liquid than other foreign investments. FIXED INCOME Securities that provide for interest or a stream of payments to the investor, including but not limited to interests in loan participations, have several risks including: interest rate risk, which is the chance that bond prices overall will decline because of rising interest rates; income risk, which is the chance that a strategy's income will decline because of falling interest rates; credit risk, which is the chance that a bond issuer 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 bond to decline; and call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (repay) securities with higher coupons or interest rates before their maturity dates. The investment would then lose any price appreciation above the bond's call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the investment's income. MUTUAL FUNDS Most mutual funds are available directly to the public. Thus, a client or prospective client can obtain many of the mutual funds that may be recommended and/or utilized by Pennington Partners independent of engaging Pennington Partners as an investment advisor. Investing in mutual funds carries the risk of capital loss. All mutual funds incur costs that lower investment returns. Additionally, funds will be subject to risks based on the types of securities held by each fund. For example, fixed income funds will primarily hold bonds and other fixed income securities and be subject to the types of risks outlined above under “Fixed Income,” while equity funds will hold equity securities that are subject to the types of risks outlined above under “Equities.” In addition, actively managed funds may be subject to the risk that fund management fails to meet a fund's objective or, in the case of a passive fund, will be subject to holding the securities that comprise an underlying index and may not be able to divest itself of such holdings at a time or price that the fund's manager may otherwise think appropriate. Some funds might invest in derivative instruments that could effectively leverage a fund’s portfolio. As a result, small price movements in the assets underlying a derivative contract held by a fund can cause significant differences in the value of the derivatives and result in large profits or losses (depending on the direction of the change) for the fund. Derivative instruments held by a fund may also experience dramatic price changes and imperfect correlations between the price of a derivative contract and the underlying security or index, which may increase a mutual fund's volatility. A mutual fund may also make illiquid investments or may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more challenging to value. ETFS 15  An exchange traded fund (“ETF”) is a pooled investment fund, the shares of which trade on an exchange at a market price in a manner similar to shares of stock issued by individual companies. Investors in ETFs are exposed to the risks associated with the ETF’s underlying portfolio (i.e., equities or fixed income risk, as described above). Like other funds, investing in ETFs carries the risk of capital loss. Additionally, the market price of an ETF may not always reflect the value of the underlying portfolio, and an ETF may trade at either a premium or a discount to the net asset value of its underlying portfolio. A leveraged ETF seeks to generate a return that is a multiple of its benchmark index’s performance over a specific time period, usually one day. An inverse ETF attempts to mimic the inverse, or opposite, of its stated benchmark over the specified time. Leveraged and inverse ETFs are not suitable for all investors, and each has unique characteristics and risks. Although there are limited occasions where a leveraged or inverse ETF can be useful for some types of investors, holding these types of ETFs for longer than a day (or other specified time period) can negatively impact returns and compound losses. MASTER LIMITED PARTNERSHIPS An investment in a master limited partnership (“MLP”) unit involves risks that differ from those associated with investments in similar equity securities, such as common stock of a corporation. Holders of MLP units usually have the rights typically afforded to limited partners in a partnership, and as such have limited control and voting rights on matters affecting the partnership. In addition, there is the risk that an MLP could be, contrary to its intention, taxed as a corporation, resulting in decreased returns from such MLP. Further, conflicts of interest may exist between common unit holders, subordinated unit holders and the general partner of the MLP, including those arising from incentive distribution payments. OPTIONS The use of options has a high level of inherent risk. Option transactions establish a contract between two parties concerning the buying or selling of an asset at a predetermined price during a specific period of time. During the term of the option contract, the buyer of the option gains the right to demand fulfillment by the seller. Fulfillment may take the form of either selling or purchasing a security depending upon the nature of the option contract. Generally, the purchase or the recommendation to purchase an option contract by Pennington Partners shall be with the intent of offsetting (“hedging”) a potential market risk in a client’s portfolio. Although the intent of the options-related transactions that may be implemented by Pennington Partners is to hedge against principal risk, certain of the options- related strategies (i.e., straddles, short positions, etc.), may, in and of themselves, produce principal volatility and/or risk. Thus, a client must be willing to accept these enhanced volatility and principal risks associated with such strategies. In light of these enhanced risks, a client may direct Pennington Partners, in writing, not to employ any or all such strategies for their accounts. IPOS From time to time, and only in those cases where the client is eligible to do so, Pennington Partners may recommend participating in initial and secondary public offerings (“IPOs”). Given the nature of such offerings, they may present more volatility in price than existing equities that are currently traded and have a trading history. ALTERNATIVE INVESTMENTS Alternative investments including direct investments and investments in special purpose vehicles and private investment funds (e.g., hedge funds, private equity funds, venture capital funds, private real 16  estate funds, private credit – including the Private Funds managed by Pennington Partners and/or affiliates) generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each investment’s offering, governing, and/or similar documents. Unlike liquid investments that a client may maintain, alternative investments generally do not provide daily liquidity or pricing. An investment may be considered an alternative based on the type of assets it holds, the strategy it pursues, or the structure of the investment itself – an alternative investment may or may not be listed on a public exchange (e.g., REITs). These risks are potentially greater than and substantially different from those associated with traditional equity or fixed income investments. REAL ESTATE All real estate and real estate related investments, including real estate investment trusts (“REITs”) are subject to varying degrees and varieties of risk. Certain real estate investments or their underlying assets are relatively illiquid and therefore can be limited in responding to changes in economic and other conditions. Real estate historically has experienced significant fluctuation and cycles in value and specific market conditions may result in occasional or permanent reductions in the value of such investments. The ability to realize anticipated rental and interest income on real estate equity and debt investments will depend on many factors including but not limited to the financial reliability of the investments’ tenants and borrowers, the location and attractiveness of the properties, the supply of comparable space in the areas in which properties are located (affected, for instance, by overbuilding) and general economic conditions. There is no assurance that any direct or indirect real estate or real estate-related investments will be profitable or that cash flow will be available for distribution to investors. Unanticipated changes in real estate prices or values in various geographic areas (or with respect to certain types of real estate properties) could result in material losses. Real estate investments can also be difficult to value accurately or consistently, and even independent appraisals may differ materially from actual or realizable value. REAL ASSETS Investments in other forms of real assets, including but not limited to equipment and transportation assets, are subject to varying degrees and varieties of risk. Such assets are generally relatively illiquid. Additionally, real assets can be subject to residual value risk, lessee credit risk, demand and utilization risk, maintenance risk, and regulatory compliance risk. Further, real assets can suffer from exposure to fuel prices and geopolitical events and related risks. There is no assurance that any direct or indirect real asset investments will be profitable or that cash flow will be available for distribution to investors. Real asset investments can also be difficult to value accurately or consistently, and even independent appraisals may differ materially from actual or realizable value. SHORT SELLING Short selling involves selling securities which are not owned by the short seller and borrowing such securities for delivery to the purchaser with an obligation to replace the borrowed securities at a later date. Short selling allows the seller to profit from declines in market prices of the sold securities to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position. There can be no assurance that clients or Private Funds will be able to maintain the ability to borrow securities sold short. In such cases, clients or Private Funds can be “bought-in” (i.e., forced to 17  repurchase securities in the open market in order to return them to the lender). There also can be no assurances that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices and with respect to futures and other instruments. Short strategies can also be implemented on a leveraged basis. Lastly, even though a client or a Private Fund secures a “good borrow” of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing a client or the Private Fund to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short by a client or the Private Fund. MARGIN LEVERAGE While leverage presents opportunities for increasing a client account’s or Private Fund’s total return, it results in interest costs and also has the effect of potentially increasing losses. Accordingly, any event that adversely affects the value of an investment, either directly or indirectly, could be magnified to the extent that leverage is employed. Where a client account or Private Fund purchases securities on margin, if the securities that are pledged to brokers to secure the relevant margin accounts decline in value, or if the brokers from which the client or Private Fund has borrowed increase their maintenance margin requirements (i.e., reduce the percentage of a position that can be financed), then the client account or Private Fund could be subject to a “margin call,” pursuant to which they it either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a precipitous drop in the value of the assets of a client account or Private Fund, the client account or Private Fund might not be able to liquidate assets quickly enough to pay off the margin debt and might suffer mandatory liquidation by the broker of positions in a declining market at relatively low prices, thereby incurring substantial losses. PORTFOLIO MARGIN Portfolio Margin bases margin requirements on the risk of an entire portfolio rather than the sum of individual positions and strategies. The process simulates up- and down-market movements in a theoretical pricing model to determine the amount of risk in a portfolio. These scenarios can measure the potential loss in the account that would result if certain changes in price or implied volatility occur to the positions in the account. Portfolio margin allows for higher leverage compared to traditional margin accounts. While this can amplify potential gains, it also magnifies potential losses. Small market movements can result in large losses, possibly exceeding the initial investment. INVESTMENT RECOMMENDATION CONFLICTS OF INTEREST The amount of compensation that Pennington Partners and its supervised persons receive depends on a number of factors. It can be greater when Pennington Partners and/or supervised persons recommends, selects, or approves for clients certain investments, which presents a material conflict of interest. It is generally greater when a client invests in a Private Fund, which in certain cases can be a riskier investment. Accordingly, Pennington Partners and its supervised persons have incentives to make recommendations, selections, or approvals that maximize their compensation. In some cases, decisions that benefit Pennington Partners and/or its supervised persons may result in additional expenses or opportunity costs to clients, which can reduce client returns. Pennington Partners maintains policies and procedures designed to ensure that all clients are treated fairly and equitably, that investment recommendations are suitable, and that fiduciary duties are complied with. 18  GENERAL RISKS Economic and Political Conditions Economic changes, such as fluctuations in interest rates, inflation, currency values, industry conditions, competition, technological advancements, trade relations, political events and tax laws, can adversely affect investment performance. Economic, political and financial conditions, including military conflicts and sanctions, can cause market volatility, illiquidity and other negative effects. Economic or political instability, diplomatic issues or disasters in regions where client assets are invested could harm many kinds of investments. The potential for recession and its impact on different asset classes is uncertain and beyond Pennington Partners’ control, with no guarantees that Pennington Partners can predict these developments. Valuation Securities held in accounts managed by Pennington Partners that are listed on a national securities exchange shall generally be independently valued by the account custodians. Investments that do not have readily available market prices provided by third parties are generally valued in good faith by Pennington Partners using relevant information available, including information from other third parties. We may not have sufficient information in order to be able to confirm or review or contest the accuracy of valuation information and data provided by third parties. Furthermore, valuation information available from third parties may be estimates only, and such valuations may be used to value account portfolios and/or Private Funds and calculate fees. Such valuations may be subject to later adjustment based on valuation information available at that time, including, without limitation, as a result of year- end audit adjustments. In certain situations, we may value or estimate the value of assets internally instead of relying on one or more third parties as described above. To the extent that we value securities and assets directly, we generally attempt to determine or estimate the value of such investments at their fair value in accordance with our valuation policies and procedures (as amended from time to time). We may face actual or potential conflicts of interest with respect to such valuations as they may affect our compensation. We may obtain independent appraisals and valuations of certain assets and investments at a client’s expense. Cybersecurity and Privacy Investing involves various privacy, information security, operational, and cybersecurity risks. These risks include both intentional and unintentional events at Pennington Partners or one of its third-party counterparties or service providers, that may result in a loss or corruption of data, result in the unauthorized release or other misuse of confidential information, and generally compromise Pennington Partners’ ability to conduct its business. A cybersecurity breach may also result in a third- party obtaining unauthorized access to Pennington Partners clients’ information, including social security numbers, home addresses, account numbers, account balances, and account holdings. Pennington Partners has established information security policies and procedures to reduce the risk associated with privacy and information security breaches. Pennington Partners is committed to safeguarding clients’ nonpublic personal information in accordance with applicable privacy laws, such as Regulation S-P. We maintain written policies and procedures reasonably designed to protect the confidentiality and security of client information, including administrative, technical, and physical safeguards that are proportionate to our size and operations. 19  Access to nonpublic personal information is limited to supervised persons who require it to perform their job responsibilities, and we oversee service providers that have access to such information to help ensure client information is appropriately protected. Pennington Partners also maintains an incident response program designed to promptly respond to, and recover from, a security event materially affecting the confidentiality, integrity, or availability of client nonpublic personal information in our control. In the event of a security incident involving sensitive client information, we will investigate, contain, and remediate the matter and, if required, provide notice to affected individuals. Clients receive a separate Privacy Notice describing our information collection, safeguarding, and information- sharing practices. Despite the aforementioned practices, policies, and procedures, inherent limitations remain, including certain risks may not have been identified, in large part because different or unknown threats may emerge in the future. Additionally, nonpublic personal information may be provided to third parties that are not service providers of Pennington Partners at the direction of a client, and thus such third parties are not subject to Pennington Partners’ due diligence and oversight. As such, there is no guarantee that such efforts will succeed, especially because Pennington Partners does not directly control the security systems of issuers, trading counterparties, or third-party service providers. There is also a risk that breaches may not be detected. Artificial Intelligence is uncertain and rapidly evolving and could require changes Pennington Partners uses artificial intelligence (“AI”) tools to support certain aspects of our internal processes. These tools assist with tasks such as investment research assistance, summarizing content, checking grammar and spelling, and clarifying written communication. Our use of AI tools is expected to change and evolve over time, and we may use additional or other tools or AI-enabled features to support additional functions and processes in the future, at our discretion. AI tools are highly complex, and may be flawed, hallucinate, reflect biases included in the data on which such tools are trained, be of poor quality, or be otherwise harmful. As such, AI-generated outputs may contain inaccuracies or incomplete information. Additionally, the legal and regulatory environment relating to the use of AI tools in Pennington Partners’ implementation of AI tools. All discretionary investment decisions and fiduciary judgments are made exclusively by Pennington Partner’s advisory personnel. No artificial intelligence tool independently makes investment decisions on behalf of clients. Item 9 | Disciplinary Information Pennington Partners has not been the subject of any disciplinary actions. Item 10 | Other Financial Activities and Affiliations BROKER-DEALERS Neither Pennington Partners, nor its management, are registered or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. FUTURES COMMISSION MERCHANTS, COMMODITY POOL OPERATORS, AND COMMODITY TRADING ADVISORS 20  Neither Pennington Partners, nor its management, are registered or have an application pending to register, as a futures commission merchant, a commodity pool operator, a commodity trading advisor, or an associated person of the foregoing. THIRD-PARTY INVESTMENT ADVISORS As discussed previously in this Brochure, Pennington Partners may engage sub-advisors for the purpose of assisting with the management of client accounts on a discretionary basis. Additionally, Pennington Partners may recommend that clients invest in mutual funds, exchange-traded funds, and private funds managed by third parties. Although not a material consideration when determining whether to engage a particular sub-advisor or recommend a particular mutual fund, exchange-traded fund, private fund, and/or other investment strategy managed by a third party, Pennington Partners receives from some third-party investment advisers subsidized, without cost, or at a discount, support services, certain of which assist Pennington Partners in fostering and maintaining client relationships and better servicing and monitoring client accounts sub-advised by such institutions. Such support services that may be received by Pennington Partners include, but are not limited to, conference access, meetings, and other educational and/or social events, marketing services and support in hosting retreats and other events for clients and prospective clients. Pennington Partners’ clients do not pay more for sub-advisory services as a result of the receipt of these benefits. There is no corresponding commitment made by Pennington Partners to any third-party investment adviser to engage with or recommend them on behalf of or to any specific number of clients representing any specific amount of assets. Benefits received could create potential conflicts of interest since Pennington Partners does not have to bear the expenses borne by third-party investment advisers for such services and products. Benefits offered by third-party investment advisers could create an incentive to select or recommend a third- party investment adviser in order to receive benefits, rather than selecting a third-party investment adviser based on merit and client fit alone. Benefits received from third-party investment advisers are generally used to service a variety of client accounts and not just those who receive sub-advisory services from or invest in securities or funds managed and/or offered by the third-party investment adviser. SUBSIDIARIES Pennington Partners wholly owns two subsidiaries established to serve clients locally in additional markets, and certain supervised persons participate in the profits generated by such subsidiaries. Pennington-TX, LLC was established primarily to serve clients in the Texas-area market, while Pennington Partners F1 LLC was established primarily to serve clients in the Southeast market. OTHER INVESTMENT ADVISERS Pennington Partners has an ownership interest in, and Brian Gaister serves as Pennington Partners’ designated manager to, SaaS Ventures, L.L.C. (“SaaS Ventures”), an SEC exempt reporting adviser. SaaS Ventures is an investment manager to privately offered pooled investment vehicles that make investments primarily in pre-seed, seed, and growth stage technology companies. Pennington Partners and/or affiliates may have an incentive to recommend pooled investment vehicles managed by SaaS Ventures to Pennington Partners clients due to the potential to receive additional amounts through its ownership interest in SaaS Ventures, which creates a conflict of interest. Also, performance-based fee arrangements may create an incentive for Pennington Partners to recommend investments which may be riskier or more speculative than those which would be recommended under different fee arrangements. In addition to mitigating these potential conflicts of interest through disclosures in this 21  Brochure, Pennington Partners maintains policies and procedures designed to ensure that all clients are treated fairly and equitably, that investment recommendations are suitable, and to prevent this conflict from influencing the recommendation and allocation of investment opportunities among clients. Pennington Partners, through Pennington GM, LLC, an affiliate owned by Brian Gaister and Rodd Macklin, has an ownership interest in PTM Partners Fund Manager, LLC (“PTM Partners”), of which Brian Gaister serves as a key principal. PTM Partners manages pooled investment vehicles that primarily invest in direct or indirect equity interests in U.S. metropolitan markets located within designated qualified opportunity zones. Pennington Partners and/or its affiliates may have an incentive to recommend these PTM Partners-managed vehicles to clients due to the potential to receive additional economic benefits from this ownership interest, creating a conflict of interest. In addition, performance-based fee arrangements may create an incentive to recommend investments that are riskier or more speculative than those that might be recommended under different fee structures. Pennington Partners seeks to mitigate these potential conflicts through disclosures in this Brochure, as well as through policies and procedures designed to ensure that all clients are treated fairly and equitably, that recommendations are suitable, and that such conflicts do not improperly influence the recommendation or allocation of investment opportunities among clients. Guy Scott is Founder and Managing Member of Wrasse CCO, LLC and Wrasse Private Access, LLC through which he serves as Chief Compliance Officer for other independent investment advisers. PRIVATE FUNDS AND SPVS As noted previously in this Brochure, Pennington Partners and/or its affiliated entities act as general partner, manager, and/or investment manager to client Private Funds and SPVs. Such general partners, managers, and investment managers include: • PTM Partners Fund Manager, LLC; • PTM Partners OZF I GP, LLC; • PREP OZ Fund GP; • Penn Alt Income Fund GP, LLC; • Penn Alt Income IDF GP, LLC; • Penn Alt Income Access GP; • Pennington Private Access GP, LLC; • Pennington Appreciation Fund GP, LLC; • Pennington Alternative Income Management, LLC: and • Fordham Street LLC. Pennington Partners and/or affiliates may have an incentive to recommend the Private Funds or SPVs to Pennington Partners clients due to the potential to receive additional fees, which creates a conflict of interest. Specifically, and as referenced earlier in this Brochure, performance-based fee arrangements may create an incentive for Pennington Partners to recommend investments which may be riskier or more speculative than those which would be recommended under different fee arrangements. In addition to mitigating these potential conflicts of interest through disclosures in this Brochure, Pennington Partners maintains policies and procedures designed to ensure that all clients are treated fairly and equitably, and to prevent this conflict from influencing the allocation of investment opportunities among clients. 22  The investment policies, restrictions, and fee arrangements, among other things, will vary among Private Funds and SPVs. For example, and in some cases, investment policies and objectives of more than one Private Fund may overlap, presenting potential conflicts of interest in determining how much, if any, of certain investment opportunities are offered to a Private Fund. Subject to requirements of relevant Offering Documents, investment opportunities will be allocated among the Private Funds in a manner that the respective general partners, or other governing bodies believe in their sole discretion to be appropriate given factors they believe to be relevant. Such factors may include the investment objectives, geography, sector, industry, scale, transaction sourcing, liquidity, diversification, lender covenants and other limitations of the Private Funds and the amount of capital each has available for such investment at the time. Pennington Partners and/or affiliates also reserve the right to make independent decisions regarding the timing of Private Fund purchase and sale recommendations. As a result, a Private Fund may be purchasing or holding an investment at the same time another Private Fund is selling the same or a similar investment, or vice versa. A Private Fund or SPV may invest in opportunities that another Private Fund has declined, and likewise, a Private Fund may decline to invest in opportunities in which another Private Fund or SPV has invested. Additional conflicts may arise when a Private Fund makes investments in conjunction with an investment being made by another Private Fund, or in a transaction in which another Private Fund has already made an investment. Investment opportunities may be appropriate for a Private Fund and another Private Fund at the same, different, or overlapping levels of a portfolio company’s capital structure. Conflicts may also arise in determining the terms of investments, especially where the general partner controls the structure of a transaction and its capitalization. For example, investments by a Private Fund in transactions controlled by another Private Fund may be subject to investment terms, including with respect to liquidity or governance, that may be more restrictive than those preferable for such Private Fund if it were investing without the other Private Fund. There can be no assurance that the return on one Private Fund’s investments will not be less than the returns obtained by other Private Funds participating in the transaction. Supervised persons of Pennington Partners responsible for managing a particular Private Fund and/or SPV will have responsibilities with respect to other Private Funds and/or SPVs, including funds or vehicles that may be offered in the future. Conflicts of interest may arise in allocating time, services or functions of these supervised persons. Each of the general partners, managers, or other governing bodies, for the Private Funds and SPVs will seek to address conflicts of interest using their best judgment in their sole discretion. When conflicts arise among Private Funds or SPVs by Pennington Partners, the participating general partner, manager, or other governing body, will represent the interests of the Private Funds or SPVs they advise and may consider various factors in attempting to resolve conflicts. Generally, access persons of Pennington Partners are permitted to make investments in or alongside Private Funds and SPVs, subject to personal investment policies and procedures set forth in Pennington Partners’ Code of Ethics. RELYING ADVISERS Pennington Alternative Income Management, LLC is a subsidiary of Pennington Partners that provides investment advisory services with respect to certain Private Funds, specifically Pennington Alternative Income Fund, LP and Pennington Alternative Income IDF, LP. Pennington Alternative Income Management, LLC relies on our investment adviser registration instead of separately registering as an investment adviser with the SEC under the Investment Advisers Act of 1940 (the “Advisers Act”). To rely 23  on our registration, we have entered into investment management agreement with Pennington Alternative Income Management, LLC. In addition, we represent that: • Pennington Alternative Income Management, LLC and persons acting on its behalf are “persons associated with” and “supervised persons” (as each term is defined in the Advisers Act) of Pennington Partners; • The investment advisory services of Pennington Alternative Income Management, LLC and persons acting on its behalf are subject to our supervision and control with respect to any investment advisory functions thereof; • Any investment advisory functions of Pennington Alternative Income Management, LLC is subject to the Advisers Act and the rules and regulations thereunder; and • The activities and books and records of Pennington Alternative Income Management, LLC are subject to our compliance policies and procedures as well as inspection and examination by the SEC. BOOKKEEPERS Pennington Partners is a significant minority owner and board member of NSL, LLC (“NSL”), which owns Aquilance, LLC (“Aquilance”). Aquilance provides bill payment, personal bookkeeping and concierge services to wealthy individuals and families. Clients of Pennington Partners are made aware of the services offered by Aquilance and they may engage Aquilance at their own discretion either as part of the broader investment advisory relationship or separately. Pennington Partners and Aquilance are operationally separate. CLIENT INVESTMENTS Clients have invested in, and may in the future invest in, Pennington Partners. Additionally, clients have invested in, and may in the future invest in, the general partners and/or managers of one or more Private Funds and/or SPVs. Such investments may be the result of interests in a general partner or manager being granted as part of an investor commitment to a Private Fund or SPV. Further, Pennington Partners has advisory clients who have invested in NSL and thus indirectly Aquilance. Such ownership interests may give rise to certain conflicts of interest with Pennington Partners, and the proceeds of any such investment are expected to ultimately accrue, at least in part, to the benefit of Pennington Partners and its affiliates, as well as their owners, officers, and supervised persons. Accordingly, Pennington Partners may have an incentive to present these investment opportunities to clients and/or to recommend or facilitate investments by clients in any such investments. Certain Pennington Partners supervised persons have an ownership interest in Pennington Partners as well, which could incentivize them to encourage clients to participate in any investment offerings made by Pennington Partners. Also, the opportunity to offer to certain clients to invest in a general partner or manager also creates an incentive to favor certain clients and prospective clients over others in the offering of such opportunities. To mitigate these conflicts of interest, Pennington Partners has adopted policies and procedures designed to ensure we serve the best interest of clients and does not subordinate any client interest to those of Pennington Partners and all clients are treated fairly and equitably over time. Item 11 | Code of Ethics, Participation or Interest in Client Transactions and Personal Trading CODE OF ETHICS 24  Pennington Partners maintains a Code of Ethics, which serves to establish a standard of business conduct for all of Pennington Partners’ supervised persons and that is based upon fundamental principles of openness, integrity, honesty and trust. The Code of Ethics contains personal securities transaction policies and procedures that govern the personal investment activities, as applicable, of its access persons. Please contact us at (202) 370-6435 to request a copy of our Code of Ethics. RECOMMENDATIONS TO CLIENTS INVOLVING MATERIAL FINANCIAL INTERESTS As referenced earlier in this Brochure, Pennington Partners recommends to its advisory clients investments in Private Funds that it or an affiliate manages. Such recommendations involve potential conflicts of interest as Pennington Partners has an incentive to recommend the Private Funds to advisory clients due to the potential to receive additional fees. Specifically, performance-based fee arrangements may create an incentive for Pennington Partners to recommend investments which may be riskier or more speculative than those which would be recommended under different fee arrangements. In addition to mitigating these potential conflicts of interest through disclosures in this Brochure, Pennington Partners maintains policies and procedures designed to ensure that all clients are treated fairly and equitably, and to prevent this conflict from influencing the allocation of investment opportunities among clients. Additionally, and as referenced earlier in this Brochure, a Private Fund, an SPV, the general partner to a Private Fund, the manager to an SPV, Pennington Partners, and/or affiliates may enter into agreements that allow certain investors, including Pennington Partners’ investment advisory services clients, to receive interests in, and participate in the profits of, the general partner to a Private Fund or SPV alongside Pennington Partners, affiliates, and/or supervised persons. The opportunity to offer to certain clients and prospective clients to participate in the profits of a Private Fund general partner or SPV manager creates an incentive to favor certain clients and prospective clients over others in the offering of such opportunities. As mentioned above, Pennington Partners maintains policies and procedures designed to ensure clients are treated fairly and equitably and that investment recommendations are suitable. As also referenced earlier in this Brochure, Pennington Partners may recommend to clients investments in certain loan participations involving interests in loans made to unaffiliated companies. These participations may involve direct agreements with the underlying issuer of the investment or a secondary offering issued by a Private Fund managed by Pennington Partners and/or affiliates, which may involve a cross transaction. While a loan remains outstanding, Pennington Partners and/or affiliates may provide investment management services related to participation in the loan by investment advisory clients. Such recommendations involve potential conflicts of interest as Pennington Partners has an incentive to recommend loan participations or the Private Funds that invest in them to advisory clients due to the potential to receive additional fees. Specifically, management fee and/or performance-based fee arrangements may create an incentive for Pennington Partners to recommend investments which may be riskier or more speculative than those which would be recommended under different fee arrangements. As mentioned above, Pennington Partners maintains policies and investment procedures designed to ensure clients are treated fairly and equitably and that recommendations are suitable. Additionally, and as also referenced earlier in this Brochure, Pennington Partners recommends to its advisory clients investments in privately offered pooled investment vehicles managed by SaaS Ventures, which Pennington Partners has an ownership interest in. Such recommendations involve potential 25  conflicts of interest as Pennington Partners has an incentive to recommend the pooled investment vehicles managed by SaaS Ventures to advisory clients due to the potential to receive additional amounts through its ownership interest in SaaS Ventures. Also, performance-based fee arrangements may create an incentive for Pennington Partners to recommend investments which may be riskier or more speculative than those which would be recommended under different fee arrangements. In addition to mitigating these potential conflicts of interest through disclosures in this Brochure, Pennington Partners maintains policies and procedures designed to ensure that all clients are treated fairly and equitably, that investment recommendations are suitable, and to prevent this conflict from influencing the recommendation and allocation of investment opportunities among clients. PERSONAL INVESTMENTS IN THE SAME SECURITIES AS CLIENTS Pennington Partners and/or access persons of Pennington Partners may buy or sell securities that are also recommended to clients. Owning the same securities that we recommend (purchase or sell) to clients presents a potential conflict of interest that, as fiduciaries, we must disclose to you and mitigate through policies and procedures. When trading for personal accounts, access persons could have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of clients can potentially be violated if personal trades are made with more advantageous terms than client trades, or by trading based on material non-public information. Our policies prohibit our access persons from engaging in such actions. As noted above, we have adopted a Code of Ethics that includes personal securities transaction policies and procedures that govern personal investment activities of Pennington Partners access persons. Such policies and procedures contain reporting and review requirements as well. We have also adopted written policies and procedures to address the misuse of material, non- public information. Pennington Partners’ supervised persons may invest in Private Funds that it or an affiliate manages. The terms of any supervised person investment would generally be different from, and more favorable than, those of a client or third-party investor in such Private Funds. Examples of such favorable terms include reduced management fees or performance-based compensation. In addition, the participation by Pennington Partners’ supervised persons in certain Private Funds in which clients are also seeking to invest could, in certain circumstances, limit the ability of clients to invest by, for example, limiting or reducing the available investment capacity for clients and/or by affecting the pricing or terms of such investments. Pennington Partners maintains policies and procedures designed to mitigate conflicts created by such investment activity. PERSONAL INVESTMENTS AT OR ABOUT THE SAME TIME AS CLIENT INVESTMENTS As discussed earlier in this Brochure, Pennington Partners and/or access persons may buy or sell securities around the same time the same securities are recommended to clients. This practice may create a situation where Pennington Partners and/or access persons are in a position to materially benefit from the sale or purchase of those securities. As discussed above, Pennington Partners maintains personal investments policies designed to mitigate risks associated with such conflicts. Additionally, Pennington Partners maintains policies and procedures to monitor the personal securities transactions and securities holdings of each of Pennington Partners’ access persons. Such policies call for Pennington Partners’ access persons to report their securities holdings within ten (10) days of becoming an access person and on an annual basis thereafter. Additionally, access persons are required to report their personal transactions on a quarterly basis. Pennington Partners’ policies require the Chief 26  Compliance Officer or designee to monitor and review all reporting under the Code of Ethics for compliance with personal investment policies and procedures and SEC rules. Item 12 | Brokerage Practices CUSTODIAN RECOMMENDATIONS services, Pennington Partners may In the event that a client requests Pennington Partners to recommend a broker-dealer/custodian for execution and custodial recommend certain broker- dealers/custodians. Although clients are not obligated to use Pennington Partners’ recommended broker-dealer/custodian, Pennington Partners could be limited in the services it can provide if a recommended broker-dealer/custodian is not engaged. Prior to engaging Pennington Partners to provide investment advisory services, a client will be required to enter into a written investment advisory agreement with Pennington Partners setting forth the terms and conditions under which Pennington Partners shall manage the client's assets, and a separate custodial/clearing agreement with each broker-dealer/custodian chosen by the client. Factors that Pennington Partners considers in recommending a broker-dealer/custodian, investment platform and/or mutual fund sponsor include historical relationship with Pennington Partners, financial strength, reputation, execution capabilities, pricing, research, and service. 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 broker-dealer services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although Pennington Partners will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. Pennington Partners’ best execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. RESEARCH AND OTHER BENEFITS Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker-dealer/custodian, Pennington Partners receives from broker- dealers/custodians subsidized, without cost, or at a discount, support services and/or products, certain of which assist Pennington Partners in fostering and maintaining client relationships and better servicing and monitoring client accounts maintained at such institutions. Included in support services that may be received by Pennington Partners are investment-related research, pricing information and market data, account transition services when moving client accounts from one broker-dealer/custodian to another (including covering costs associated with termination fees charged by a client’s former broker- dealer/custodian), software and other technology, consulting services, conference access, meetings, and other educational and/or social events, marketing services and support in hosting retreats and other events for clients and prospective clients, and/or other services and products used by Pennington Partners in furtherance of its investment advisory business operations. Such benefits can include payments to third parties on behalf of Pennington Partners for the aforementioned services and products as agreed to with the broker-dealer/custodian. Pennington Partners’ clients do not pay more for investment transactions executed and/or assets maintained at a particular broker-dealer/custodian as result of the receipt of these benefits. There is no corresponding commitment made by Pennington Partners to any broker-dealer/custodian or any other entity to recommend to any specific number of clients representing any specific amount of assets, 27  conduct any specific amount of trading activity, and/or invest any specific amount or percentage of client assets in any specific mutual funds, securities, or other investment products. Research and additional benefits, regardless of whether received pursuant to a formal soft dollar arrangement, could create potential conflicts of interest since Pennington Partners does not have to bear the expenses for such services and products received from broker-dealers/custodians and does not have to bear all the expense for services and products subsidized by or received at a discounted rate from broker-dealers/custodians. Benefits offered by broker-dealers/custodians could create an incentive to select or recommend a broker-dealer/custodian in order to receive research or other products or services, rather than recommending a broker-dealer/custodian in order to achieve the most favorable execution for clients. Benefits received from broker-dealers/custodians are generally used to service a variety of clients’ accounts or in some cases just the accounts of those clients who custody their account at the particular broker-dealer/custodian. CLIENT REFERRALS Pennington Partners does not receive client referrals from broker-dealers/custodians. DIRECTED BROKERAGE Pennington Partners may accept directed brokerage arrangements when a client requires that its account transactions be executed through a specific broker-dealer. In such client directed arrangements, the client will negotiate terms and conditions for their account with that broker-dealer, and Pennington Partners will not seek better execution services or prices from other broker-dealers or be able to aggregate the client's transactions for execution through other broker-dealers with orders for other accounts managed by Pennington Partners. As a result, clients that direct brokerage may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions than would otherwise be the case. TRADE AGGREGATION Transactions for advisory clients’ accounts generally will be executed independently of one another, unless Pennington Partners decides to purchase or sell the same securities for more than one client at approximately the same time. Pennington Partners may (but is not obligated to) aggregate such orders in an effort to obtain better pricing, commission rates, and/or better overall execution. When aggregating transactions for multiple clients, prices achieved will be averaged and will be allocated among clients in proportion to the purchase and sale orders placed for each client account on the given day. Pennington Partners shall not receive any compensation or remuneration from broker- dealers/custodians for aggregating client transactions. TRADING AWAY Relative to its discretionary authority for relevant client accounts, and when beneficial to the client, individual fixed income transactions may be executed through broker-dealers other than the account custodian, in which event, the executing broker-dealer will charge a fee (commission, mark-up/mark- down) and a separate “trade away” and/or prime broker fee will be charged by the account custodian. TRADE ERRORS From time-to-time Pennington Partners may make an error in submitting a trade order for a client. Pennington Partners generally considers a compensable trade error to be a trade error that results from 28  its action or omission that does not meet the applicable standard of care and that results in a loss to a client. Sometimes an error results in a profit to the client. If Pennington Partners caused an error and the error resulted in a loss to the client’s account, Pennington Partners’ policy is to correct the error in order to place the client in the same position as if the error had not occurred. If Pennington Partners caused an error and the error resulted in a profit to the client account, with the client’s consent, the client will keep the profit. If Pennington Partners did not cause an error that occurred in a client account, Pennington Partners will seek to hold responsible the party that caused the error and advocate for correction of the error on behalf of the client. If Pennington Partners shares responsibility for an error with another party, Pennington Partners will pay the portion of any loss associated with its error. For de minimis trade error losses, certain broker-dealers/custodians will bear the loss as a matter of policy and standard business practice and to avoid its own additional expense and burden of processing small errors. Such situations are a benefit to Pennington Partners and could create potential conflicts of interest since Pennington Partners does not have to bear the costs of de minimis trade error losses. Such benefits could create an incentive to recommend to clients particular broker-dealers/custodians in order to receive such benefits. This potential conflict is mitigated via the de minimis nature of this benefit, the disclosures in this Brochure, and policies and procedures designed to ensure that all clients are treated fairly and equitably and that any broker-dealer/custodian recommendations are in the best interest of clients. ALLOCATIONS OF LIMITED INVESTMENT OPPORTUNITIES As disclosed above, Pennington Partners may recommend participation in initial and secondary offerings, or other limited investment opportunities including loan participations, to eligible clients including Private Funds. In such cases, offerings may be available in limited quantities wherein Pennington Partners may need to allocate shares to clients in a lesser proportion than as requested by or recommended to the client. These situations create a potential conflict of interest and in such cases, Pennington Partners will manage such conflicts through applicable policies and procedures designed to ensure clients are treated fairly and equitably. Item 13 | Review of Accounts For those clients to whom Pennington Partners provides investment advisory services, account reviews are conducted on an ongoing basis by Pennington Partners’ advisory personnel, such as Portfolio Managers. All investment advisory clients are advised that it remains their responsibility to advise Pennington Partners of any changes in their investment objectives and/or financial situation. All clients are encouraged to review financial planning issues (to the extent applicable), investment objectives, and account performance with Pennington Partners on an annual basis. Pennington Partners may conduct account reviews on a periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market events, and upon client request. Clients are generally provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. Clients are also generally able to establish electronic access to the 29  custodian’s website so that the Client can view these reports and their account activity. Pennington Partners may also provide a written periodic report summarizing account activity and performance. Item 14 | Client Referrals and Other Compensation As previously disclosed in this Brochure, Pennington Partners may receive an indirect economic benefit from a broker-dealer/custodian it recommends to clients. Pennington Partners, without cost, subsidized, or at a discounted rate, may receive support services and/or products from a broker-dealer/custodian. Pennington Partners’ clients do not pay more for investment transactions executed and/or assets maintained at these broker-dealers/custodians as result of these arrangements. There is no corresponding commitment made by Pennington Partners to any particular broker-dealer/custodian or any other entity to recommend to any specific number of clients representing any specific amount of assets, conduct any specific amount of trading activity, and/or invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. Pennington Partners refers various unaffiliated, non-advisory professionals (e.g., attorneys, accountants,) to provide certain services necessary to meet the goals of its clients for no compensation. Likewise, Pennington Partners generally receives non-compensated referrals of new clients from various third parties. From time to time, Pennington Partners may engage third-party promoters to refer clients and generally compensates such promoters for those services. Additionally, Pennington Partners enters into agreements to compensate certain supervised persons for client and employee referrals. Such forms of compensation can include, but are not limited to, a percentage of revenue earned from referred client relationships or a fixed fee. Supervised persons’ ability to earn compensation for referring clients may create an incentive for Pennington Partners to recommend investments or arrangements that result in higher fees or additional revenue, or take other actions that may not be in the best interest of clients. Pennington Partners maintains policies and procedures designed to ensure that all clients are treated fairly and equitably, that investment recommendations are suitable, and that fiduciary duties are complied with. In using promoters, Pennington Partners must comply with various Advisers Act requirements. Except for employees and certain affiliated persons of Pennington Partners, and in accordance with relevant Advisers Act exemptions, the promoter must disclose certain aspects of its relationship with Pennington Partners if receiving compensation greater than the de minimis amount. Any such compensation shall be paid solely from the advisory fees earned by or revenue generated for Pennington Partners and shall not result in any additional charge to the client. Item 15 | Custody Although Pennington Partners generally does not take physical possession of client funds or securities, we are deemed to have custody and/or control of certain client assets when Pennington Partners, an affiliate or a supervised person serves as general partner, manager, managing member, or in a similar capacity with regard to a Private Fund; has been granted power of attorney or other authority to provide services that allows Pennington Partners to move money or assets to another account; is 30  permissioned by the client to directly deduct advisory fees from the client account; acts as trustee, executor, officer, director, or trust representative for a client; under a standing letter of authorization with the client’s custodian, is authorized to move assets to a Pennington Partners affiliate, Private Fund, or a third party; is in possession of cash, check, or any security (collectively, “client funds”) and does not return such client funds or forward them to the client or the client’s qualified custodian in a timely manner and in accordance with SEC guidance; has login credentials to a client account that would generally allow for more than just view only rights, i.e., ability to change a client’s profile, contact information, or otherwise provide the ability to conduct transactions on behalf of the client (examples would include access to bank accounts or credit cards to pay for expenses, bills, or other agreed upon services); engages in bill pay practices for clients, as well as any other scenario or circumstance where Pennington Partners is deemed to have custody and/or control of client assets or securities under Rule 206(4)-2 of the Advisers Act (the “Custody Rule”). To the extent required by SEC rules, including the Custody Rule, client assets are maintained with a qualified custodian, which is a broker-dealer, bank, or another eligible firm that holds and maintains client investment assets. Except as noted below with respect to Private Funds, clients receive an account statement quarterly directly from the broker-dealer/custodian and/or program sponsor showing all transactions occurring in the client’s account during the period covered by the account statement and the funds, securities and other property in the client’s account at the end of the period. Pennington Partners may also provide a written periodic report summarizing account activity and performance. We urge all clients to carefully review the statements provided by the broker-dealer/custodian and/or program sponsor and compare any statement or report provided by Pennington Partners with the account statements received from the account custodian. As applicable, clients should also review the advisory fees reflected on the official records provided by the custodian as the account custodian does not typically verify the accuracy of Pennington Partners’ advisory fee calculation. Except in the case of the Private Funds (as discussed below), Pennington Partners engages an independent public accountant that is registered with, and subject to examination by the Public Company Accounting Oversight Board (“PCAOB”) to perform an annual surprise examination (“Surprise Examination”) of those assets and accounts over which Pennington Partners maintains custody. When possible, Private Fund assets are maintained with a qualified custodian. Generally, Pennington Partners relies on the audit exception to the Custody Rule with respect to the Private Funds. In accordance with the audit exemption, each such Private Fund obtains an annual audit of its financial statements performed by an independent public accountant that is registered with, and subject to examination by the PCAOB. Copies of the annual audited financial statements, which are prepared in accordance with generally accepted accounting principles, are distributed to all Private Fund investors within 120 days (or in the case of fund of funds, within 180 days) of the end of each fiscal year. Item 16 | Investment Discretion As discussed previously in this Brochure, prospective clients can choose to engage Pennington Partners to provide investment advisory services on a discretionary basis. Prior to Pennington Partners assuming discretionary authority over a client’s account, the client shall be required to execute an investment advisory agreement, granting Pennington Partners with limited power of attorney to buy, sell, or otherwise effect investment transactions for the client’s discretionary account. 31  Clients who engage Pennington Partners on a discretionary basis may, at any time, impose reasonable restrictions, in writing, on Pennington Partners’ discretionary authority (e.g., limit the types/amounts of particular securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, limit or proscribe Pennington Partners’ use of margin, etc.). Subject to the guidelines, objectives, and restrictions set forth in the applicable Private Fund Offering Documents and SPV Governing Documents, Pennington Partners has discretionary authority over the types of financial instruments to be bought or sold, as well as the amount to be bought or sold on behalf of the Private Funds and SPVs. Investors are not permitted to impose restrictions/limitations on the management of the Private Funds and SPVs. However, Pennington Partners may enter into side letter agreements with one or more investors in the Private Funds and SPVs that alter, modify, or change the terms of the interests held by those investors. Pennington Partners is generally granted limited or no investment discretion with respect to non- discretionary investment advisory clients (or the specific asset types or sub-portfolios of discretionary accounts to which consent requirements pertain) as set forth in the applicable investment advisory agreement. Item 17 | Voting Client Securities Pennington Partners does not vote client proxies for wealth management clients. Wealth management clients maintain exclusive responsibility for directing the manner in which proxies solicited by issuers of securities owned by the client shall be voted and making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact Pennington Partners at (202) 370-6435 to discuss any questions they may have about a particular solicitation. Pennington Partners may vote client proxies, or similar interests such as investor consents, for its Private Fund clients. Accordingly, Pennington Partners has adopted proxy voting policies and procedures to address how it will vote proxies, as applicable, for a Private Fund’s investments, such as the underlying portfolio companies or pooled investment vehicles. Private Fund investors cannot direct Pennington Partners’ vote in a particular solicitation. The proxy voting policies and procedures seek to ensure that Pennington Partners votes proxies (or similar instruments) in the best interest of the Private Funds, including where there may be material conflicts of interest in voting proxies. In the event that there is or may be a conflict of interest in voting proxies, the proxy voting policies and procedures provide that Pennington Partners may address the conflict using several alternatives, such as by seeking the approval or concurrence of a Private Fund’s advisory committee as applicable on the proposed proxy vote or through other alternatives. Pennington Partners does not consider service on portfolio company boards, on pooled investment vehicle investor advisory committees, or on portfolio company creditor committees by Pennington Partners supervised persons to create a material conflict of interest in voting proxies with respect to such companies. A copy of Pennington Partners’ written proxy voting policies and procedures, as well as a record of how Pennington Partners has voted in the past, will be maintained and available for review upon request. 32  Item 18 | Financial Information Pennington Partners does not solicit fees of more than $1,200, per client, six months or more in advance. Pennington Partners 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. Pennington Partners has not been the subject of a bankruptcy petition. Pennington Partners’ Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 33