Pepin Capital Management Amends Exempt Offering, Confirms 3(c)(1) Status

TL;DR

**Pepin Capital Management just updated its private fund status, confirming it's exempt from public company rules.**

AI Summary

Pepin Capital Management Tax-Advantaged Income Fund, LP filed an amended Form D/A on March 24, 2026, updating its notice of exempt offering of securities. This filing specifically indicates that the fund operates under Section 3(c)(1) of the Investment Company Act, meaning it has fewer than 100 investors and is exempt from certain SEC regulations. For investors, this matters because it confirms the fund's private nature and its exemption from the more stringent reporting requirements that apply to public investment companies, which could impact transparency.

Why It Matters

This filing clarifies Pepin Capital Management's regulatory status, confirming it operates as a private fund with fewer than 100 investors, which means less public disclosure than a registered investment company.

Risk Assessment

Risk Level: medium — The fund's 3(c)(1) status means less public information is available, which can increase risk for investors due to reduced transparency.

Analyst Insight

Investors should note the fund's private status and the implications for transparency and regulatory oversight, understanding that less public information will be available compared to publicly registered funds.

Key Numbers

• 2026-03-24 — Filing Date (the date the D/A form was filed and accepted by the SEC)
• 3(c)(1) — Investment Company Act Section (the specific exemption under which the fund operates, indicating fewer than 100 investors)
• 021-276753 — File No. (the SEC file number for this offering)

Key Players & Entities

• Pepin Capital Management Tax-Advantaged Income Fund, LP (company) — the filer of the D/A form
• 0001692859 (company) — the CIK of the filer
• 151 BODMAN PLACE, SUITE 100 RED BANK NJ 07701 (company) — the mailing and business address of the filer

Forward-Looking Statements

• Pepin Capital Management will continue to operate as a private fund under Section 3(c)(1) for the foreseeable future. (Pepin Capital Management Tax-Advantaged Income Fund, LP) — high confidence, target: 2027-03-24

FAQ

Key Financial Figures

• $1 — enues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,
• $1,000,000 — No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,
• $5,000,000 — Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001
• $1,000,001 — e   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000
• $5,000,001 — $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000
• $25,000,000 — $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001
• $25,000,001 — $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,0
• $50,000,000 — 5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,0
• $100,000,000 — 25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $1
• $50,000,001 — 0,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   O

Filing Documents

• primary_doc.html (D/A)
• primary_doc.xml (D/A) — 6KB
• 0001692859-26-000003.txt ( ) — 7KB

From the Filing

Form D FORM D Notice of Exempt Offering of Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0 1. Issuer's Identity CIK (Filer ID Number) Previous Name(s) None Entity Type Corporation Limited Partnership   Limited Liability Company   General Partnership   Business Trust Other   Name of Issuer   Pepin Capital Management Tax-Advantaged Income Fund, LP Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year)   Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   Pepin Capital Management Tax-Advantaged Income Fund, LP Street Address 1 Street Address 2   151 BODMAN PLACE, SUITE 100     RED BANK   NEW JERSEY     07701   732-268-7143   3. Related Persons Last Name First Name Middle Name Argilagos Frank Street Address 1 Street Address 2   151 Bodman Place     Suite 100   Red Bank   NEW JERSEY   07701   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Manager of the General Partner, Pepin Capital Management, LLC Last Name First Name Middle Name Pepin Capital Management, LLC N/A Street Address 1 Street Address 2   151 Bodman Place     Suite 100   Red Bank   NEW JERSEY   07701   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner 4. Industry Group   Agriculture Banking & Financial Services     Commercial Banking     Insurance   Investing     Investment Banking     Pooled Investment Fund Hedge Fund Other Investment Fund Private Equity Fund Venture Capital Fund *Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes  No   Other Banking & Financial Services   Business Services Energy     Coal Mining     Electric Utilities     Energy Conservation     Environmental Services     Oil & Gas     Other Energy Health Care     Biotechnology     Health Insurance     Hospitals & Physicians     Pharmaceuticals     Other Health Care                         Manufacturing Real Estate   Commercial   Construction   REITS & Finance   Residential Other Real Estate   Retailing Restaurants Technology   Computers   Telecommunications   Other Technology Travel   Airlines & Airports   Lodging & Conventions   Tourism & Travel Services   Other Travel Other        5. Issuer Size Revenue Range Aggregate Net Asset Value Range No Revenues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   Over $100,000,000   Decline to Disclose   Decline to Disclose   Not Applicable   Not Applicable   6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 506(b)         Rule 504 (b)(1)(i) Rule 506(c) Rule 504 (b)(1)(ii) Securities Act Section 4(a)(5) Rule 504 (b)(1)(iii) Investment Company Act Section 3(c) Section 3(c)(1) Section 3(c)(9) Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7)     7. Type of Filing   New Notice Date of First Sale   2016-12-01   First Sale Yet to Occur   Amendment     8. Duration of Offering Does the Issuer intend this offering to last more than one year?   Yes   No     9. Type(s) of Securities Offered (select all that apply) Pooled Investment Fund Interests Equity Tenant-in-Common Securities Debt Mineral Property Securities Option, Warrant or Other Right to Acquire Another Security Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)       10. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?   Yes   No Clarification of Response (if Necessary)       11. Minimum Investment Minimum investment accepted from any outside investor $   250000 USD 12. Sales Compensation Recipient   Recipient CRD Number None     (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number  None     Street Address 1 Street Address 2             13. Offering and Sales Amounts   Total Offering Amount $   USD Indefinite Total Amount Sold $ 24050000 USD Total Remaining to be Sold $   USD Indefinite Clarification of Response (if Necessary)      14. Investors Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-ac

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