PINGORA PARTNERS LLC

Form ADV Part 2A – Firm Brochure Item 1: Cover Page March 2025 Pingora Partners, LLC 200 Crescent Ct., Suite 1300 Dallas, Texas 75201 307-739-8686 This brochure provides information about the qualifications and business practices of Pingora Partners, LLC. If the client has any questions about the contents of this brochure, please contact us by telephone at 307-739-8686 or email Keith Ohnmeis, Managing Member and Chief Compliance Officer, at kohnmeis@pingorapartners.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any State Securities Authority. Additional information about Pingora Partners, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD# 148262. Please note that the use of the term “registered investment advisor” and description of Pingora Partners, LLC. and/or our associates as “registered” does not imply a certain level of skill or training. The client is encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise clients for more information on the qualifications of our firm and our employees. 1  Item 2: Material Changes Pingora Partners, LLC (“Pingora” or the “firm”) is required to advise clients of any material changes to our Firm Brochure (“Brochure”) from our last annual update in March 2024. • In Item 4: Advisory Business, we have updated assets under management as of December 31, 2024. • The firm submitted their registration with the SEC as an investment adviser in May 2024. • The firm’s main office address has changed. 2  Item 3: Table of Contents Section: Page(s): Item 1. Cover Page .............................................................................................................................................................................1 Item 2. Material Changes ...............................................................................................................................................................2 Item 3. Table of Contents ...............................................................................................................................................................3 Item 4: Advisory Business ................................................................................................................. 4 Item 5: Fees and Compensation ......................................................................................................... 5 Item 6: Performance-Based Fees and Side-By-Side Management .................................................... 6 Item 7: Types of Clients and Account Requirements ........................................................................ 6 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ............................................. 6 Item 9: Disciplinary Information ..................................................................................................... 11 Item 10: Other Financial Industry Activities and Affiliations.......................................................... 11 Item 11: Code of Ethics, ................................................................................................................... 12 Participation or Interest in Client Transactions, and Personal Trading ......................................... 12 Item 12: Brokerage Practices........................................................................................................... 12 Item 13: Review of Accounts ........................................................................................................... 13 Item 14: Client Referrals and Other Compensation ........................................................................ 14 Item 15: Custody .............................................................................................................................. 14 Item 16: Investment Discretion ....................................................................................................... 14 Item 17: Voting Client Securities ..................................................................................................... 14 Item 18: Financial Information ........................................................................................................ 14 3  Item 4: Advisory Business Pingora Partners, LLC (“Pingora” or “the Firm”) is an investment adviser based in Dallas, Texas that is solely owned by Keith Ohnmeis who founded in the firm in 2008. Description of the Types of Advisory Services We Offer Asset Management: We provide tailored and customized advisory services for each client. We conduct continuous and regular account supervision for all clients. We manage each client’s portfolio to their specific needs and goals. As part of our asset management service, we generally create a portfolio, consisting of cash, cash equivalents, individual stocks and bonds including investment and non-investment grade bonds, exchange traded funds (“ETFs”), options, MLP’s, mutual funds and other public and private securities or investments. The client’s individual investment strategy is tailored to their specific needs and may include some or all of the previously mentioned securities. Each portfolio is initially designed to meet a particular investment goal, which we determine to be suitable to the client’s circumstances. Once the appropriate portfolio has been determined, we review the portfolio at least quarterly and if necessary, rebalance the portfolio based upon the client’s individual financial circumstances, needs, stated goals and objectives. Each client account will have a unique set of securities’ holdings; however, the same security(ies) may be held by our clients. Open Prairie Rural Opportunities Fund Consulting: Our firm provides a variety of consulting services to Open Prairie Management, LLC, an Illinois limited liability company (“OPM”) which manages a private equity fund, Open Prairie Rural Opportunities Fund (the “Fund”). This service will typically involve rendering consultations to OPM in connection to the Fund. Our consulting on the Fund may encompass deal flow management and review, development of other fund concepts and investment vehicles, and general strategic guidance. In addition, Mr. Ohnmeis serves on the investment advisory committee for OPM. Tailoring of Advisory Services We offer individualized investment advice to all clients. Clients have the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Restrictions on investments in certain securities or types of securities may not be possible due to the level of difficulty this would entail in managing the account. Participation in Wrap Fee Programs We do not offer wrap fee programs. Regulatory Assets under Management We manage $186,583,810 on a discretionary basis as of December 31, 2024. 4  Item 5: Fees and Compensation Compensation for Our Advisory Services Asset Management: Annual Percentage of Assets Charge: Assets under Management All Assets Up to 2.00% Our firm’s annualized fees are billed on a pro-rata basis quarterly in arrears based on the value of the client’s account on the last day of the quarter. Fees will be automatically deducted from the client’s managed account. In some cases, we will agree to directly bill clients. As part of the fee deduction process, the clients understand and acknowledge the following: a) Clients must provide our firm with written authorization permitting direct payment of advisory fees from their account(s) maintained by a custodian who is independent of our firm; b) Our firm sends an invoice to certain clients showing the fee amount, the value of the assets upon which the fee is based, and the specific manner in which the fee is calculated as well as disclosing that it is the client’s responsibility to verify the accuracy of fee calculation; and c) The account custodian sends a statement to the client, at least quarterly, showing all account disbursements, including advisory fees, as applicable. d) Our firm sends quarterly performance reports summarizing account disbursements, including advisory fees, as applicable. *Billing to clients and performance reporting are provided by a third-party group. Open Prairie Rural Opportunities Fund Consulting: Our firm does not charge clients for this service. OPM pays our firm a quarterly consulting fee for this service. The total fee charged as well as the payment cycle is detailed in the signed consulting agreement with OPM. Other Types of Fees and Expenses Clients may incur wire charges, margin interest charges, reorganization fees, as well as individual transaction charges for trades executed in their accounts. These fees are separate from our fees and will be disclosed by the firm or broker that the trades are executed through. It is important to note that Charles Schwab & Co., Inc. typically does not charge transaction fees for U.S. listed equities and exchange traded funds. Also, clients will pay the following separately incurred expenses, which we do not receive any part of: charges imposed directly by a mutual fund, index fund, or exchange traded fund or ADR fees which shall be disclosed in the fund’s prospectus (i.e., fund management fees and other fund expenses). Termination and Refunds We charge our advisory fees quarterly in arrears. If the client wishes to terminate our services, the client needs to contact us in writing and state that the client wishes to cancel this Agreement upon receipt of the client’s letter of termination, we will proceed to close out the client’s account and charge the client a pro-rata advisory fee(s) for services rendered up to the point of termination. 5  Commissionable Securities Sales We do not sell securities for a commission. In order to sell securities for a commission, we would need to have our associated person registered with a broker-dealer. We have chosen not to do so. Item 6: Performance-Based Fees and Side-By-Side Management Our firm does not charge performance-based fees. Item 7: Types of Clients and Account Requirements We have the following types of clients: • Individuals and High Net Worth Individuals; • Trusts, Estates or Charitable Organizations; • Pension and Profit-Sharing Plans; • Corporations, limited liability companies and/or other business types We require a minimum account balance of $500,000 per household for our asset management service. Generally, this minimum account balance requirement is negotiable at the discretion of Mr. Ohnmeis and would be required throughout the course of the client’s relationship with our firm. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis We use the following methods of analysis in formulating our investment advice and/or managing client assets: Fundamental Analysis: We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Investment Strategies We Use We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Concentrated Positions: A portfolio that holds a position that makes up a large portion of the client’s overall portfolio in which the client’s wealth is concentrated on the single position (which is typically represented by a position that makes up more than 10% of the client’s overall portfolio). Concentrated portfolios are reviewed for appropriateness as they can increase the clients risks for 6  market loss as well as significant tax ramifications. While these types of portfolios have an increased risk, they also have an increased potential reward. Investment portfolios that obtain the highest returns for investors are not typically widely diversified portfolios but those with investments concentrated in a few industries, market sectors or asset classes that are substantially outperforming the overall market. A more concentrated portfolio also enables investors to focus on a manageable number of quality investments. Certain clients, for which it is suitable, have concentrated positions in their portfolio.; the concentrated position in certain cases may be greater than 20%. Long-Term Purchases: When utilizing this strategy, we may purchase securities with the idea of holding them for a relatively long time (typically held for at least a year). A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantages of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Typically, we employ this sub-strategy when we believe the securities to be undervalued; and/or we want exposure to a particular asset class over time, regardless of the current projection for this class. The potential risks associated with this investment strategy involve a lower-than-expected return, for several years in a row. Lower-than-expected returns that last for a long time and/or that are severe in nature would have the impact of dramatically lowering the ending value of the client’s portfolio, and thus could significantly threaten the client’s ability to meet financial goals. Short-Term Purchases: When utilizing this strategy, we may also purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. The potential risks associated with this investment strategy involve currency or exchange rate fluctuations and sharp downturns that may be unrecoverable due to the short time horizon of the investment. Trading: We purchase securities with the idea of selling them very quickly (typically within 30 days or less). We do this in an attempt to take advantage of our predictions of brief price swings. Trading involves risk that may not be suitable for every investor and may involve a high volume of trading activity. Each trade generates a commission and the total daily commission on such a high volume of trading can be considerable. Active trading accounts should be considered speculative in nature with the objective being to generate short-term profits. This activity may result in the loss of more than 100% of an investment. Short Sales: A short sale is a transaction in which an investor sells borrowed securities in anticipation of a price decline and is required to return an equal number of shares at some point in the future. These transactions have a number of risks that make it highly unsuitable for the novice investor. This strategy has a slanted payoff ratio in that the maximum gain (which would occur if the shorted stock was to plunge to zero) is limited, but the maximum loss is theoretically infinite (since stocks can, in theory, go up infinitely in price). The following risks should be considered: (1) In addition to trading commissions, other costs with short selling include that of borrowing the security to short it, as well as interest payable on the margin account that holds the shorted security. (2) The short seller is responsible for making dividend payments on the shorted stock to the entity from whom the stock has been borrowed. (3) Stocks with very high short interest may occasionally surge in price. This usually happens when there is a positive development in the stock, which forces short sellers to buy the shares back to close their short positions. Heavily shorted stocks are also susceptible to “buy-ins,” which occur when a broker closes out short positions in a difficult-to-borrow stock whose lenders are demanding it back. (4) Regulators may impose bans on short sales in a specific sector or even in the broad market to avoid panic and unwarranted selling pressure. Such 7  actions can cause a spike in stock prices, forcing the short seller to cover short positions at huge losses. (5) Unlike the “buy-and-hold” investor who can afford to wait for an investment to work out, the short seller does not have the luxury of time because of the many costs and risks associated with short selling. Timing is everything when it comes to shorting. (5) Short selling should only be undertaken by experienced traders who have the discipline to cut a losing short position, rather than add to it hoping that it will eventually work out. A limited number of clients use short sales trading, Margin Transactions: These transactions involve leverage or using borrowed money: specifically, the use of various financial instruments or borrowed capital to increase the potential return of an investment. Leverage can also refer to the amount of debt used to finance assets. When one refers to something (a company, a property or an investment) as "highly leveraged," it means that item has more debt than equity. We may purchase stocks for the client’s portfolio with money borrowed from the client’s brokerage account. This allows the client to purchase more stock than the client would be able to with the client’s available cash and allows us to purchase stock without selling other holdings. Additionally, clients may also use their portfolio as a short-term asset-based source of borrowing to finance other assets such as real estate or to bridge a gap until more permanent financing for that asset can be arranged. Margin accounts and transactions are risky and not necessarily for every client. Further, clients should be aware that we will earn fees on the increased assets in the clients account and that these increased fees and the interest paid on margin loans will decrease the earning on assets purchased on margin in a clients account. Other potential risks associated with these transactions are (1) The client can lose more funds than are deposited into the margin account; (2) the force sale of securities or other assets in the client’s account; (3) the sale of securities or other assets without contacting the client; and (4) the client may not be entitled to choose which securities or other assets in the client’s account(s) are liquidated or sold to meet a margin call. Option Writing: We may use options as an investment strategy. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an asset (such as a share of stock) at a specific price on or before a certain date. An option, just like a stock or bond, is a security. An option is also a derivative because it derives its value from an underlying asset. The two types of options are calls and puts. A call gives us the right to buy an asset at a certain price within a specific period. We will buy a call if we have determined that the stock will increase substantially before the option expires. A put gives us the holder the right to sell an asset at a certain price within a specific period. We will buy a put if we have determined that the price of the stock will fall before the option expires. We will use options to "hedge" a purchase of the underlying security; in other words, we will use an option purchase to limit the potential upside and downside of a security we have purchased for the client’s portfolio. We use "covered calls", in which we sell an option on security the client own. In this strategy, the client receives a fee for making the option available, and the person purchasing the option has the right to buy the security from the client at an agreed-upon price. We use a "spreading strategy", in which we purchase two or more option contracts (for example, a call option that the client buys and a call option that the client sells) for the same underlying security. This effectively puts the client on both sides of the market, but with the ability to vary price, time and other factors. The potential risks associated with these transactions are that (1) all options expire. The closer the option gets to expiration, the quicker the premium in the option deteriorates; (2) Prices can move very quickly; and (3) buying and selling options or spreads can be speculative in nature, and an investor could lose all or a substantial amount of an investment. Depending on factors such as time until expiration and the relationship of the stock price to the option’s strike price, small movements in a stock can translate into big movements in the underlying options. Certain clients utilize level three option writing. 8  Private Equity: Private equity is an equity investment into non-quoted companies. The private equity investor looks at an investment prospect as investing in a company as opposed to investing in a company's stock. Private equity funds hold illiquid positions (for which there is no active secondary market) and typically only invest in the equity and debt of target companies, which are generally taken private and brought under the private equity manager's control. Risks associated with private equity include: • Funding Risk: The unpredictable timing of cash flows poses funding risks to investors. Commitments are contractually binding and defaulting on payments results in the loss of private equity partnership interests. This risk is also commonly referred to as default risk. • Liquidity Risk: The illiquidity of private equity partnership interests exposes investors to asset liquidity risk associated with selling in the secondary market at a discount on the reported NAV. • Market Risk: The fluctuation of the market has an impact on the value of the investments held in the portfolio. • Capital Risk: The realization value of private equity investments can be affected by numerous factors, including (but not limited to) the quality of the fund manager, equity market exposure, interest rates and foreign exchange. Private Investment in Public Equity: Private investment in public equity (PIPE) is when investors commit to the purchase of a certain number of restricted shares from a company at a specified price. The company agrees, in turn, to file a resale registration statement so that the investors can resell the shares to the public. The purpose of a PIPE is for the issuer of the shares to raise capital for the public company. However, to the extent that the shares increase the supply of a company’s stock in the market, PIPE offerings can potentially dilute the value of existing shares for current stockholders. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. While the financial markets and value of the securities the client’s portfolio is invested in may increase and the client’s account(s) could enjoy a gain, it is also possible that the financial markets and the value of the securities the client’s portfolio is invested in may decrease and the client’s account(s) could suffer a loss. It is important that the client understands the risks associated with investing in the financial markets, that the risks are appropriately diversified in the client’s investments, and that the client asks us any questions the client may have. Description of Material, Significant or Unusual Risks We generally invest clients’ cash balances in FDIC and/or SIPC insured deposit programs or money market funds, FDIC/SIPC Insured cash deposits, high-grade commercial paper and/or government backed debt instruments. Some cash will be maintained so that our firm may debit advisory fees for our services related to Comprehensive Portfolio Management or other fees as applicable. Ultimately, we try to achieve the highest return on our clients' cash balances through relatively low-risk conservative investments. Capital Risk: Capital risk is one of the most basic, fundamental risks of investing; it is the risk that the client may lose 100% or more of the client’s money. All investments carry some form of risk and the loss of capital is generally a risk for any investment instrument. 9  Concentration Risk: Potential for a loss in value of an investment portfolio or a financial institution when an individual or group of exposures move together in an unfavorable direction. Concentration risk can generate a significant loss that recovery is unlikely. At any given time, it is therefore possible that Pingora may select positions that are concentrated in a particular market or industry, or in a limited number or type of securities. Limited diversity could expose a client to losses disproportionate to general market movements if there are disproportionately greater adverse price movements in those positions. Currency Risk: Currency or exchange rate risk is a form of risk that arises from the change in price of one currency against another. The constant fluctuations in the foreign currency in which an investment is denominated vis-à-vis one's home currency may add risk to the value of a security. Currency risk is greater for shorter term investments, which do not have time to level off like longer term foreign investments. Economic Risk: The prevailing economic environment is important to the health of all businesses. Some companies, however, are more sensitive to changes in the domestic or global economy than others. These types of companies are often referred to as cyclical businesses. Countries in which a large portion of businesses are in cyclical industries are thus also very economically sensitive and carry a higher amount of economic risk. If an investment is issued by a party located in a country that experiences wide swings from an economic standpoint or in situations where certain elements of an investment instrument are hinged on dealings in such countries, the investment instrument will generally be subject to a higher level of economic risk. ETF & Mutual Fund Risk: When investing in an ETF or mutual fund, the client will bear additional expenses based on the client’s pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. Clients will also incur brokerage costs when purchasing ETFs. Financial Risk: Financial risk is represented by internal disruptions within an investment or the issuer of an investment that can lead to unfavorable performance of the investment. Examples of financial risk can be found in cases like Enron or many of the dot com companies that were caught up in a period of extraordinary market valuations that were not based on solid financial footings of the companies. Options Risk: Options on securities may be subject to greater fluctuations in value than an investment in the underlying securities. Purchasing and writing put, and call options are highly specialized activities and entail greater than ordinary investment risks. Strategy Risk: There is no guarantee that the investment strategies discussed herein will work under all market conditions and each investor should evaluate his/her ability to maintain any investment he/she is considering in light of his/her own investment time horizon. Investments are subject to risk, including possible loss of principal. Cybersecurity Risks: The Firm and its service providers depend on information technology systems and, notwithstanding the diligence that the Firm may perform on its service providers, it may not be in a position to verify the risks or reliability of such information technology systems. The Firm and its service providers are subject to risks associated with a breach in cybersecurity. “Cybersecurity” is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking 10  by other computer users as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. The Firm and its information and technology systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Firm has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, the Firm may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Firm’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to Investors (and the beneficial owners of Investors). Such a failure could harm the Firm’s reputation, subject the Firm to legal claims and otherwise affect its business and financial performance. Such damage or interruptions to information technology systems may cause losses to clients by interfering with the operations of the Firm. Cybersecurity issues and risks are currently a major focus area of the SEC and other regulatory authorities. Epidemics, Pandemics, and Public Health Issues: Our business activities as well as our clients and their operations and investments could be adversely affected by the outbreaks of epidemics, which could negatively impact the global economy and the stock market. A recurrence of an outbreak of any kind of epidemic, communicable disease or virus or major public health issue could cause a slowdown in the levels of economic activity generally, which would adversely affect the business, financial condition and operations of us and our clients. Should these or other major public health issues arise or spread, we and our clients could be adversely affected by more stringent travel restrictions, additional limitations on the firm’s operations or business and governmental actions limiting the movement of people between regions and other activities or operations. Item 9: Disciplinary Information We have determined that our firm and management have nothing to disclose under the aforementioned standard. Item 10: Other Financial Industry Activities and Affiliations The following is a description of any relationship or arrangement that is material to our advisory business or to our clients that we or any of our management persons have with any related person listed below. We are required to identify the related person and if the relationship or arrangement creates a material conflict of interest with clients, describe the nature of the conflict and how we address it. Some clients are invested in entities in which Mr. Ohnmeis is also invested but does not manage. 11  Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading An investment advisor is considered a fiduciary and our firm has a fiduciary duty to all of our clients. As a fiduciary, it is an investment advisor’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. Our fiduciary duty is considered the core underlying principle for our Code of Ethics which also includes policies and procedures to avoid Insider Trading, as well as Personal Securities Transactions Policies and Procedures. Upon employment or affiliation, and at least annually thereafter, all supervised persons will sign an acknowledgement that they have read, understand, and agree to comply with our Code of Ethics. Our firm and supervised persons must conduct business in an honest, ethical, and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. If a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided upon request. Mr. Ohnmeis will place client interests ahead of his own interests and adhere to our firm’s Code of Ethics. Further, when our related persons buy or sell the same securities as our clients, on the same day, clients always receive the same or better price as our related persons. Item 12: Brokerage Practices Selecting a Brokerage Firm We seek to recommend a custodian/broker who will hold the client’s assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. With the aforementioned in consideration, our firm has an arrangement with the Schwab Institutional division of Charles Schwab & Co., Inc. (“Schwab”), which serves as the primary custodian and executing broker for client accounts. Pursuant to our agreement with Schwab, we receive services such as research and administrative functions including portfolio pricing, account statement generation and fee deductions from client accounts which are intended to support our firm in conducting business and serving in the best interests of our clients. We have selected Schwab as custodian broker based on their reputation, financial stability. execution capabilities, discounted commission structure, the availability of mutual funds and other transactions with no transaction fee, trading platforms, electronic reporting, online access for our clients, and other services provided. While Schwab is the primary custodian broker for client accounts, we currently manage certain small brokerage accounts at other qualified custodians. In limited circumstances, we have executed or may execute client transactions through another broker-dealer who serves as underwriter or market maker for an issuer in a particular transaction. Such transactions generally are settled through Schwab. Soft Dollars and Directed Brokerage Our firm receives certain brokerage and administrative services in conjunction with our Schwab agreement, as outlined above. Aside from this, our firm does not receive any soft dollars, products or services acquired with brokerage commissions or fees. 12  Our firm does not receive client referrals from Schwab or any broker nor do we direct client transactions to Schwab or any other broker in return for client referrals. While we do not have discretion to select a custodian broker on behalf of clients, we do recommend that clients utilize Schwab as their custodian broker. Each client is required to establish their account(s) with Schwab if not already done. Please note that not all advisers have this requirement. We may allow clients to direct brokerage outside our recommendation. In such cases, we may be unable to achieve the most favorable execution of client transactions as client directed brokerage may cost clients more money. For example, in a directed brokerage account, the client may pay higher brokerage commissions because we may not be able to aggregate orders to reduce transaction costs, or the client may receive less favorable prices or account services. Special Considerations for ERISA Clients A retirement or ERISA plan client may direct all or part of portfolio transactions for its account through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, we will request that plan sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. Aggregation of Purchase or Sale We perform investment management services for various clients. There are occasions on which portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the same security for numerous accounts served by our firm, which involve accounts with similar investment objectives. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to any one or more particular accounts, they are effected only when we believe that to do so will be in the best interest of the affected accounts. When such concurrent authorizations occur, the objective is to allocate the executions in a manner which is deemed equitable to the accounts involved. In any given situation, we attempt to allocate trade executions in the most equitable manner possible, taking into consideration client objectives, current asset allocation and availability of funds using price averaging, proration and consistently non-arbitrary methods of allocation. When possible and applicable, personal trades for Mr. Ohnmeis are included in block trades with clients; each client receives average pricing for these transactions. Item 13: Review of Accounts We review accounts on at least a quarterly basis for our clients as part of our asset management service. The nature of these reviews is to learn whether clients’ accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. Only the Firm’s Managing Member conducts the reviews. We may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, single issuer or sector events, the client’s life events, requests by the client, etc. We provide performance reports to clients quarterly. 13  We communicate with clients verbally as needed and provide verbal reports on at least an annual basis during meetings. Item 14: Client Referrals and Other Compensation Other Compensation Except for the arrangements outlined in Item 12 of this brochure, we have no additional arrangements to disclose. Client Referrals We do not pay referral fees (non-commission based) to independent solicitors (non-registered representatives) for the referral of their clients to our firm in accordance with Rule 206 (4)-3 of the Investment Advisers Act of 1940. Item 15: Custody Because the Firm generally has the authority to instruct the account custodian(s) to deduct the investment management fee directly from the client’s account, the Firm is considered to have “custody” of client assets. Custody is defined as having any access to client funds or securities. This limited access is monitored by the client through receipt of account statements directly from the custodian(s). These statements show the deduction of the management fee from the account. Item 16: Investment Discretion Pingora has full investment and brokerage discretion for its client accounts by execution of a limited power of attorney granting Pingora discretionary authority for certain client accounts. Pingora has the authority to determine, without obtaining specific client consent, the selection, timing and amount of securities bought or sold. Item 17: Voting Client Securities We typically do not vote proxies on behalf of clients and accept the proxy authority to vote client securities. Clients normally will receive proxies or other solicitations directly from their custodian or a transfer agent. Clients may call, write or email us to discuss questions they may have about particular proxy votes or other solicitations. In certain, limited situations we will vote proxies on behalf of clients. Item 18: Financial Information The Firm does not have any financial commitment that impairs its ability to meet contractual and fiduciary commitments to its clients, nor has it been the subject of any bankruptcy proceeding. Pingora does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. 14