SEC Form ADV Part 2A Firm Brochure Template

Form ADV Part 2A Firm Brochure: [Adviser legal name]

Working template for the firm brochure that an investment adviser registered (or registering) with the US Securities and Exchange Commission must prepare under Part 2A of Form ADV (form edition SEC 1707, 08-22) and deliver under Advisers Act Rule 204-3 (17 CFR 275.204-3), with the annual updating amendment under Rule 204-1 and the record in Rule 204-2(a)(14). It contains the 18 required items in the prescribed order and with the prescribed headings, an optional Item 19 for state-registered advisers, a brochure supplement (Part 2B) annex and internal annexes for preparation, review, filing and delivery. The example firm, Kestrel Bay Capital, is fictional. Replace every [bracketed] value and every row marked Example. Obtain the current Form ADV Part 2 instructions from sec.gov for the normative text. This is a document format, not legal, compliance, investment or tax advice.

Document control

Approvals

Revision history

Contents

• Brochure, Items 1 to 9: Item 1. Cover Page · Item 2. Material Changes · Item 3. Table of Contents · Item 4. Advisory Business · Item 5. Fees and Compensation · Item 6. Performance-Based Fees and Side-By-Side Management · Item 7. Types of Clients · Item 8. Methods of Analysis, Investment Strategies and Risk of Loss · Item 9. Disciplinary Information
• Brochure, Items 10 to 19: Item 10. Other Financial Industry Activities and Affiliations · Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading · Item 12. Brokerage Practices · Item 13. Review of Accounts · Item 14. Client Referrals and Other Compensation · Item 15. Custody · Item 16. Investment Discretion · Item 17. Voting Client Securities · Item 18. Financial Information · Item 19. Requirements for State-Registered Advisers
• Internal annexes and supplement: Annex A. Preparation, data sources and consistency checks · Annex B. Annual update calendar and other-than-annual amendments · Annex C. Delivery record · Annex D. Traceability to the Form ADV Part 2 instructions · Annex E. Brochure supplement (Form ADV Part 2B) template
• Reference: Glossary and references · Standard and licence note

Item 1. Cover Page

Brochure date: [2026-03-27] (Example)

This brochure describes the qualifications and business practices of [Kestrel Bay Capital LLC]. If you have questions about anything in it, contact [name or role] at [telephone] or [email]. Neither the US Securities and Exchange Commission nor any state securities authority has approved or verified the information in this brochure.

More information about [Kestrel Bay Capital LLC] is available on the SEC's Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov, under CRD number [XXXXXX].

[Kestrel Bay Capital LLC] is registered with the SEC as an investment adviser. Registration does not mean that the firm or its staff have any particular level of skill or training.

Item 2. Material Changes

This section discusses only the material changes made since our last annual update, dated [2025-03-28] (Example).

We will provide a free copy of the full brochure on request. Contact [name or role] at [telephone] or [email].

Item 3. Table of Contents

List Items 1 to 18 with their exact headings and page numbers, in the order of this template (Item 4 Advisory Business through Item 18 Financial Information), and add the Part 2A Appendix 1 or Item 19 headings only where they apply.

Example: entries run from "Item 1. Cover Page, page 1" to "Item 18. Financial Information, page 19", one line per item.

Item 4. Advisory Business

4.A Firm and principal owners

[Kestrel Bay Capital LLC] is a [Delaware limited liability company] founded in [2009] (Example) and based in New York. Its principal owners are [Name] ([percentage]) and [Name] ([percentage]). [The firm is affiliated with Kestrel Bay Capital Europe, a separately authorised MiFID investment firm in the European Union that has operated since [2015] and manages about EUR 3.2 billion for European clients; see Item 10.] (Example)

4.B Advisory services

We provide the following services:

[If advice is limited to certain types of investments, say so and name them.]

4.C Tailoring and client restrictions

Explain how you learn each client's objectives, time horizon, risk tolerance and constraints, how you document them (for example in an investment policy statement), and which restrictions you accept.

Example: Before we manage an account we agree written investment guidelines with the client. Clients may restrict specific securities, industries or countries. A restriction can make performance differ from an unrestricted account and from the strategy composite. We do not accept restrictions that would stop us from following the strategy; in that case we offer non-discretionary advice instead.

4.D Wrap fee programs

[We do not participate in wrap fee programs.] or [We act as portfolio manager in wrap fee programs sponsored by [Sponsor]. We manage wrap accounts [in the same way as / differently from] other accounts, as follows: [differences]. We receive part of the wrap fee for our services.]

4.E Client assets under management

[If the method differs from regulatory assets under management in Part 1A Item 5.F, record the method in Annex A.]

Item 5. Fees and Compensation

5.A Fee schedule

Example: a USD 40 million equity account pays 0.75% on the first USD 25 million (USD 187,500) and 0.60% on the next USD 15 million (USD 90,000), a total of USD 277,500 a year, or an effective rate of about 0.69%. Fees are [negotiable / not negotiable]; [we may agree lower fees for related accounts or large relationships, so similar clients may pay different fees].

5.B Billing method and frequency

Example: We bill quarterly in advance, based on the account value on the last business day of the previous quarter. Unless you instruct us otherwise, your custodian deducts the fee from your account and shows it on your custodial statement. You may ask to be invoiced instead.

5.C Other fees and expenses

You will also pay costs that are not part of our fee, including:

• custody fees charged by your custodian;
• brokerage commissions, spreads, markups and markdowns, and transfer taxes on trades (see Item 12 for how we choose brokers);
• management fees and expenses of any mutual fund, exchange-traded fund or money market fund held in your account, which are described in the fund's prospectus and are in addition to our fee;
• [currency conversion costs, foreign custody and tax reclaim fees].

5.D Fees paid in advance and refunds

Example: Because fees are paid in advance, if the agreement ends during a quarter we refund the unearned part, calculated by days. If a USD 69,375 quarterly fee covers a 91-day quarter and the agreement ends after 30 days, the refund is 61/91 of the fee, which is USD 46,504.12. We pay refunds within [30] days of termination.

5.E Compensation for the sale of securities or other products

[Neither the firm nor its supervised persons accept commissions, 12b-1 fees or other sales compensation for investment products.] or [Describe the practice, state plainly that it creates an incentive to recommend products for the compensation rather than for your needs, explain how you manage the conflict, state that clients may buy recommended products through unaffiliated brokers, state whether commissions are your primary compensation if more than half of advisory client revenue comes from them, and whether advisory fees are reduced to offset commissions.]

Item 6. Performance-Based Fees and Side-By-Side Management

Example: We charge a performance-based fee to [Kestrel Bay Global Opportunities Fund LP]: [percentage] of net profits above a high-water mark, calculated and paid [annually]. Our affiliated general partners receive carried interest from [Kestrel Bay Global Credit Fund LP] and the Growth Partners funds, as set out in their offering documents. Only investors who meet the qualified client definition in Rule 205-3 may invest; for investors admitted on or after 2026-06-29 this means at least USD 1.4 million under our management or a net worth above USD 2.7 million. We manage the funds alongside separately managed accounts and a registered fund that pay only an asset-based fee and that hold many of the same securities or compete for the same loans.

This creates conflicts. We have an incentive to give the funds better investment opportunities, better trade allocation or earlier execution, and to take more risk in the funds than we otherwise would. We address these conflicts as follows:

• we allocate limited opportunities, such as initial public offerings, under a written allocation policy based on account size and eligibility, not on fee type;
• we aggregate orders where possible and allocate fills at the average price;
• private credit loans that suit both the Global Credit Fund and separately managed credit accounts are allocated pro rata to available capital under the allocation policy, and any departure needs the written approval of the allocation committee;
• when the Global Opportunities Fund sells short a security that other clients hold long, the portfolio manager must document the reason and Compliance reviews it;
• Compliance tests allocations and performance dispersion between each fund and similar accounts each quarter and reports exceptions to the [Management Committee].

Item 7. Types of Clients

Example: We advise individuals and high net worth individuals, trusts and estates, charitable organisations and foundations, corporate and public pension and profit-sharing plans, insurance companies, four private funds and one registered closed-end fund. The minimum account size is USD 5 million for equity accounts and USD 10 million for fixed income accounts. We may waive the minimum for related accounts or at our discretion. Minimums for the private funds are set in their offering documents. Investors in the private funds must be qualified clients (see Item 6) and meet the other eligibility tests in the offering documents.

Item 8. Methods of Analysis, Investment Strategies and Risk of Loss

8.A Methods of analysis and strategies

Example: Our equity strategy uses fundamental research. Analysts build financial models of companies, meet management, review regulatory filings and use third-party research (see Item 12). We buy companies that we judge to have high and stable returns on capital at prices below our estimate of value, and we typically hold 40 to 60 companies for several years. Our fixed income strategy uses credit analysis of issuers and duration and yield curve positioning against a benchmark. Our private credit strategy lends directly to mid-sized companies on a senior secured basis and holds the loans to maturity; our growth equity funds buy minority stakes in private companies and hold them for four to seven years.

Investing in securities involves risk of loss, including loss of the money you invest, which you should be prepared to bear.

8.B Material risks of our strategies

[If the primary strategy involves frequent trading, explain how turnover raises brokerage costs and taxes and can reduce returns.]

8.C Risks of particular security types

[If you primarily recommend one type of security, for example municipal bonds, private funds or options, explain its material risks in detail. Otherwise state that no single type is primarily recommended.]

Item 9. Disciplinary Information

[There are no legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management.] (Example)

or

Item 10. Other Financial Industry Activities and Affiliations

Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

11.A Code of ethics

Example: We have adopted a code of ethics under Rule 204A-1. It sets standards of business conduct based on our fiduciary duty, requires supervised persons to comply with federal securities laws, requires access persons to report their holdings and transactions, requires pre-clearance of personal trades in reportable securities, restricts trading around client orders, sets a [30]-day minimum holding period, limits gifts and entertainment, and prohibits misuse of material non-public information. We will give a copy of the code to any client or prospective client on request.

11.B Material financial interest in recommended securities

Example: Our affiliates are general partners of the private funds described in Item 4. We may recommend the funds to clients who qualify, and we earn performance-based fees or carried interest from them, which gives us an incentive to recommend them. A portfolio manager recommends a fund only where it fits the client's written guidelines, and Compliance reviews each recommendation. We do not trade as principal with advisory clients.

11.C Personal investing in the same securities

Example: Our employees may buy or sell securities that we also buy or sell for clients. To manage this conflict, personal trades require pre-clearance, are refused while a client order in the same security is pending, and are reviewed against client trading each quarter.

11.D Trading at or about the same time as clients

Example: No employee may trade a security on a day we trade it for clients or have an open client order in it. Portfolio managers and analysts covering an issuer may not trade it within [7] calendar days before or after a client trade in it. Employee accounts are never included in an aggregated client order on better terms than clients.

Item 12. Brokerage Practices

12.A Selecting broker-dealers

Example: We seek best execution for client trades, which means the most favourable overall result in the circumstances, not always the lowest commission. We consider price, speed and certainty of execution, liquidity in the security, the broker's capital and financial strength, confidentiality, settlement quality, responsiveness, and the value of research the broker provides. Our Best Execution Committee reviews broker performance and commission rates each quarter using transaction cost analysis.

12.A.1 Research and other soft dollar benefits

Example: We use part of the commissions on client equity trades to pay for research. When we do, we benefit because we do not have to produce or pay for that research ourselves. This gives us an incentive to choose a broker for the research rather than for best execution, and to trade more than we otherwise would. Clients may pay commissions higher than another broker would charge for execution only ("paying up") where we determine in good faith that the commission is reasonable in relation to the value of the brokerage and research received.

Research paid with commissions is used for all client accounts managed in the equity strategy, not only for the accounts whose trades generated the commissions. We do not seek to allocate research to accounts in proportion to the commissions each account generates. Fixed income trades do not generate commissions used for research.

During our last fiscal year we obtained, with client commissions:

Procedures: we set an annual research budget and broker vote, direct trades to brokers only after best execution is considered, and pay independent research providers through commission sharing arrangements with [three] executing brokers. Our Research and Soft Dollar Policy describes the controls.

12.A.2 Brokerage for client referrals

[We do not consider client referrals from broker-dealers when selecting brokers.] (Example)

12.A.3 Directed brokerage

Example: We do not require clients to direct brokerage. A client may direct us to use a specific broker. If so, we may not be able to achieve best execution, may not be able to include the client's orders in aggregated trades, and the client may pay higher commissions or receive less favourable prices than other clients.

12.B Order aggregation

Example: When we buy or sell the same security for several accounts at the same time we usually aggregate the orders. Each participating account receives the average price and pays a pro rata share of commissions. Partially filled orders are allocated pro rata, subject to a minimum allocation size set in our allocation policy. Directed brokerage accounts are traded after aggregated orders.

Item 13. Review of Accounts

Triggers for additional review include large contributions or withdrawals, changes in the client's objectives or circumstances, guideline breaches and significant market events.

Example: Clients receive a written quarterly report showing holdings, transactions, performance against the benchmark and fees charged. Clients also receive account statements at least quarterly directly from their custodian.

Item 14. Client Referrals and Other Compensation

14.A Economic benefits from non-clients

Example: Our main custodian gives us free access to its adviser platform, trading tools and educational conferences. These benefits are available to advisers that keep client assets with the custodian and create an incentive to recommend it. We do not require clients to use this custodian and review its services and costs each year.

14.B Compensation for client referrals

Example: We pay [Promoter name], an unaffiliated promoter, [20%] of the advisory fee for clients it refers, for as long as the client stays with us. The promoter has a written agreement with us (required because its compensation exceeds the de minimis amount in the Marketing Rule), discloses the compensation and its conflict to each prospective client when the referral is made, and we checked that it is not an ineligible person before engaging it. Referred clients do not pay higher fees because of the referral.

Item 15. Custody

Example: We are deemed to have custody of client assets because we deduct our fees directly from client accounts, and because our affiliates are general partners of the private funds. Client assets are held by qualified custodians that send account statements to clients at least quarterly. Please review those statements carefully and compare them with the quarterly reports you receive from us. Contact us if you see a difference. Each private fund is audited each year by an independent public accountant and investors receive audited financial statements within [120] days of the fund's fiscal year end.

Item 16. Investment Discretion

Example: For discretionary accounts we decide which securities to buy and sell, in what amounts and through which brokers, within the written investment guidelines agreed with the client. We take on this authority only after the client signs our investment management agreement and, where the custodian requires it, a limited power of attorney. Clients may limit our discretion, for example by restricting securities or sectors, setting cash levels or directing brokerage; those limits are recorded in the guidelines.

Item 17. Voting Client Securities

Example: We vote proxies for discretionary accounts unless the client keeps voting authority. We vote according to written guidelines that aim to support long-term value for clients, using research from [proxy adviser], which we oversee and do not follow automatically. Clients may direct a vote on a particular matter by writing to us before the meeting deadline. When we have a conflict, for example where the issuer is also a client, the Proxy Committee decides the vote using the guidelines and records the reason. Clients may ask how we voted their securities and may request a copy of our proxy voting policy.

Item 18. Financial Information

Item 19. Requirements for State-Registered Advisers

[Not applicable: [Kestrel Bay Capital LLC] is registered with the SEC.] (Example)

Annex A. Preparation, data sources and consistency checks

Plain-English review: [@reviewer] read the full brochure as a client would and recorded edits on YYYY-MM-DD. Readability notes: [notes].

Annex B. Annual update calendar and other-than-annual amendments

Example: with a fiscal year end of 2025-12-31, the annual updating amendment is due by 2026-03-31 (90 days) and client delivery by 2026-04-30 (120 days: 31 + 28 + 31 + 30 days).

Annex C. Delivery record

Annex D. Traceability to the Form ADV Part 2 instructions

Annex E. Brochure supplement (Form ADV Part 2B) template

Brochure supplement for [Supervised person name]

[Kestrel Bay Capital LLC] · [Address] · [Telephone] · Supplement date: YYYY-MM-DD

This supplement gives information about [Name] that adds to our firm brochure. You should have received a copy of that brochure. Contact [name or role] at [telephone] if you did not receive it or have questions about this supplement. More information about [Name] is available at www.adviserinfo.sec.gov [if the person has a CRD number].

Example: [Portfolio manager, Global Quality Equity strategy], born [YYYY], [degree, year]. Portfolio manager at Kestrel Bay Capital since [2016]; previously equity analyst at [firm], [years]. No disciplinary events. No other business activities. Supervised by [Chief Investment Officer, name, telephone]; portfolios are reviewed monthly against guidelines and daily by automated compliance checks.

Glossary and references

Standard and licence note

Based on Form ADV Part 2 and its instructions (SEC 1707, 08-22) and on Rules 204-1, 204-2, 204-3, 204A-1, 205-3, 206(4)-1, 206(4)-2 and 206(4)-6 under the Investment Advisers Act of 1940 and Section 28(e) of the Securities Exchange Act of 1934, as published by the SEC and in the electronic Code of Federal Regulations (US federal works, public domain). Item numbers and headings follow the form, as the instructions require; all explanatory text and examples are original wording, and the Item 1 statement is a plain-English rewording of the information the form asks for. Kestrel Bay Capital, its affiliates, fund and all figures are fictional. Check the current Form ADV instructions, any amendments to the rules and state requirements before use. This is a document format, not legal, compliance, investment or tax advice. Template licence: MIT.