# Code of Ethics: [Adviser legal name]

> Written code of ethics for an investment adviser registered (or required
> to be registered) with the US Securities and Exchange Commission, built
> on SEC Rule 204A-1 under the Investment Advisers Act of 1940 (17 CFR
> 275.204A-1, as amended through 81 FR 83554, 2016), the insider trading
> policy duty in Advisers Act Section 204A, the pay-to-play rule (Rule
> 206(4)-5) and the code of ethics records in Rule 204-2(a)(12) and (13).
> An optional annex maps the code to the personal transaction rules for
> an EU affiliate under MiFID II (Directive 2014/65/EU Article 16(2) and
> Commission Delegated Regulation (EU) 2017/565 Articles 28, 29 and 37).
> The example firm, Kestrel Bay Capital, is fictional. Replace every
> `[bracketed]` value and every row marked *Example*. Obtain the rule or
> law for the normative text. This is a document format, not legal,
> compliance or investment advice.

<!--
Guidance: How to use this template
- Purpose: Rule 204A-1(a) sets five minimum elements for every SEC
  registered adviser: a standard of business conduct reflecting fiduciary
  duty, compliance with federal securities laws, personal holdings and
  transaction reporting by access persons with review by the firm,
  prompt internal reporting of violations, and delivery of the code with
  written acknowledgement. Sections 2 to 6 and 11 to 13 cover those
  elements; the rest is common practice that examiners expect to see.
- Fill section 1 (who is a supervised person and who is an access
  person) first. Every other obligation depends on it.
- Write the rules the firm actually enforces. A strict code that is not
  followed creates more exposure than a moderate code that is.
- The forms that access persons file (holdings, transactions,
  pre-clearance) live in Personal Trading Report
  (`compliance/personal-trading-report`). Testing of this code each year
  belongs in the Annual Compliance Review
  (`compliance/annual-compliance-review`).
- Related documents: Conflicts of Interest Register
  (`compliance/conflicts-of-interest-register`), Form ADV Part 2A
  Brochure (`compliance/form-adv-part-2a-brochure`, Item 11 summarises
  this code), Whistleblowing Policy (`compliance/whistleblowing-policy`),
  Marketing Review Checklist (`compliance/marketing-review-checklist`).
- Common pitfall: copying a code from another firm without adjusting the
  access person population, the restricted list process or the holding
  period to the firm's real strategies and systems.
-->

## Document control

<!-- Guidance: The code is a controlled policy. Record the approving body and the date each version took effect, because Rule 204-2(a)(12)(i) requires keeping every version in effect during the past five years. -->

| Field | Value |
|---|---|
| Document ID | [COE-001] |
| Firm | [Kestrel Bay Capital LLC] *(Example)* |
| SEC file number and CRD number | [801-XXXXX], [CRD XXXXXX] |
| Related entities covered | [Kestrel Bay Capital Europe (MiFID investment firm), Annex B] *(Example)* |
| Version | [1.0] |
| Status | [Draft / In review / Approved / Superseded] |
| Owner | [@chief-compliance-officer] |
| Approvers/reviewers | [@managing-partner], [@general-counsel], [@management-committee] |
| Effective date | YYYY-MM-DD |
| Last updated | YYYY-MM-DD |
| Next scheduled review | YYYY-MM-DD (at least annually, within the annual compliance review) |
| Classification | [Internal] |
| Retention | Each version kept while in effect and for five years after it ceases to be in effect (Rule 204-2(a)(12)(i)); the first two years in an appropriate office of the Firm as good practice |

### Approvals

| Role | Name | Decision | Date |
|---|---|---|---|
| Chief Compliance Officer | [@name] | [Recommend] | YYYY-MM-DD |
| Managing Partner | [@name] | [Approve] | YYYY-MM-DD |
| General Counsel | [@name] | [Approve] | YYYY-MM-DD |
| Fund board (where the firm advises registered funds and Rule 17j-1 applies) | [@name] | [Approve] | YYYY-MM-DD |

### Revision history

| Version | Date | Author | Change |
|---|---|---|---|
| 0.1 | YYYY-MM-DD | [@author] | Initial draft |
| 1.0 | YYYY-MM-DD | [@author] | Approved and distributed; acknowledgements collected |

## Contents

- [1. Scope and persons covered](#1-scope-and-persons-covered)
- [2. Standards of business conduct](#2-standards-of-business-conduct)
- [3. Compliance with federal securities laws](#3-compliance-with-federal-securities-laws)
- [4. Personal trading rules](#4-personal-trading-rules)
- [5. Reporting of holdings and transactions](#5-reporting-of-holdings-and-transactions)
- [6. Review of personal trading](#6-review-of-personal-trading)
- [7. Gifts, entertainment and political contributions](#7-gifts-entertainment-and-political-contributions)
- [8. Outside business activities and service as director](#8-outside-business-activities-and-service-as-director)
- [9. Material non-public information](#9-material-non-public-information)
- [10. Confidentiality of client information](#10-confidentiality-of-client-information)
- [11. Reporting violations and protection of reporters](#11-reporting-violations-and-protection-of-reporters)
- [12. Sanctions and remediation](#12-sanctions-and-remediation)
- [13. Distribution, acknowledgement and training](#13-distribution-acknowledgement-and-training)
- [14. Recordkeeping](#14-recordkeeping)
- [15. Administration of the code](#15-administration-of-the-code)
- [Annex A. Acknowledgement form](#annex-a-acknowledgement-form)
- [Annex B. EU affiliate personal transaction rules](#annex-b-eu-affiliate-personal-transaction-rules)
- [Glossary and references](#glossary-and-references)
- [Standard and licence note](#standard-and-licence-note)

## 1. Scope and persons covered

<!-- Guidance: Define the population before the rules. Rule 204A-1(e)(1) defines access persons; if advice is the firm's primary business, all directors, officers and partners are presumed to be access persons. Common pitfall: forgetting IT staff, operations staff and contractors who can see order or holdings data. -->

This code applies to every supervised person of [Kestrel Bay Capital]
(the "Firm"). A supervised person is any partner, officer, director (or
person in a similar role), or employee of the Firm, and any other person
who provides investment advice on the Firm's behalf and is subject to
its supervision and control. The Chief Compliance Officer (CCO) decides
whether consultants, temporary staff and interns are supervised persons
and records the decision in the register below.

Access persons are supervised persons who have access to non-public
information about any client's purchases or sales of securities, or
about the portfolio holdings of any reportable fund, or who are involved
in making securities recommendations to clients or have access to such
recommendations before they are public. Because providing investment
advice is the Firm's primary business, every director, officer and
partner is presumed to be an access person. The CCO keeps a list of
current access persons and every person who was an access person in the
past five years.

Family members count. The holdings and trades of an access person
include any account in which the person has direct or indirect
beneficial ownership, interpreted as under Exchange Act Rule 16a-1(a)(2).
In practice this covers accounts of a spouse or domestic partner, minor
children and any relative sharing the household, plus trusts,
partnerships and companies the person controls or benefits from.

| ID | Person or group | Supervised person | Access person | Basis | Date assessed |
|---|---|---|---|---|---|
| POP-001 *(Example)* | Partners and officers | Yes | Yes (presumed) | Primary business is advice | YYYY-MM-DD |
| POP-002 *(Example)* | Portfolio managers and analysts | Yes | Yes | Make recommendations | YYYY-MM-DD |
| POP-003 *(Example)* | Traders and operations | Yes | Yes | See client orders | YYYY-MM-DD |
| POP-004 *(Example)* | IT administrators with order management system access | Yes | Yes | Can view holdings and orders | YYYY-MM-DD |
| POP-005 *(Example)* | Receptionist without system access | Yes | No | No access to non-public trading data | YYYY-MM-DD |
| POP-006 *(Example)* | External fund administrator staff | No | No | Covered by contract and their own code | YYYY-MM-DD |

```mermaid
flowchart TD
  A[Person joins or changes role] --> B{Partner, officer, employee or<br/>adviser under Firm control?}
  B -- No --> X[Not covered: contract controls only]
  B -- Yes --> C[Supervised person: sections 2, 3, 7 to 13 apply]
  C --> D{Access to non-public client trades,<br/>holdings or recommendations?}
  D -- Yes --> E[Access person: sections 4 to 6 also apply]
  D -- No --> F[Record decision in population register]
  E --> G[Initial holdings report within 10 days]
```

## 2. Standards of business conduct

<!-- Guidance: Rule 204A-1(a)(1) requires a standard that reflects the fiduciary obligations of the Firm and its people. State the principles in plain words the staff will remember. Common pitfall: abstract values with no link to behaviour; tie each principle to a concrete rule elsewhere in the code. -->

The Firm owes each client a duty of care and a duty of loyalty under the
Advisers Act, as described in the SEC's 2019 interpretation of the
standard of conduct for investment advisers. Every supervised person
shares that duty when acting for the Firm. The following standards apply
at all times.

| ID | Standard | What it means in practice | Linked rule |
|---|---|---|---|
| STD-001 | Clients first | Put client interests ahead of personal and Firm interests in every decision | Sections 4, 6 |
| STD-002 | Full and fair disclosure | Disclose every material conflict that cannot be eliminated, in terms a client can understand | Conflicts register |
| STD-003 | No misuse of position | Never use knowledge of client activity to benefit yourself or others | Sections 4, 9 |
| STD-004 | Honesty and accuracy | Make no false or misleading statement to clients, regulators or colleagues | Section 11 |
| STD-005 | Independence and objectivity | Do not accept anything that could reasonably be seen to influence professional judgement | Section 7 |
| STD-006 | Competence and diligence | Act with reasonable care, have a reasonable basis for advice and keep skills current | Training plan |
| STD-007 | Confidentiality | Protect client information and use it only for the purpose it was given | Section 10 |
| STD-008 | Cooperation | Respond fully and promptly to compliance requests and regulatory examinations | Section 15 |

Where a situation is not covered by a specific rule, apply the spirit of
these standards and ask the CCO before acting. Following the letter of
this code does not excuse conduct that breaches the duty of loyalty or
care. The Firm may also adopt industry codes, for example the Asset
Manager Code; where it does, list them in the references and resolve
any conflict in favour of the stricter rule.

## 3. Compliance with federal securities laws

<!-- Guidance: Rule 204A-1(a)(2) requires a provision that supervised persons comply with applicable federal securities laws, which the rule defines in (e)(4). List the laws by name so staff know what they cover. -->

Every supervised person must comply with the federal securities laws as
defined in Rule 204A-1(e)(4). These are the Securities Act of 1933, the
Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the
Investment Company Act of 1940, the Investment Advisers Act of 1940,
Title V of the Gramm-Leach-Bliley Act, the rules the SEC has adopted
under any of these statutes, and the Bank Secrecy Act as it applies to
funds and investment advisers together with the SEC and Treasury rules
under it.

Supervised persons must also follow the Firm's compliance manual adopted
under Rule 206(4)-7, which sets the procedures for trading, allocation,
valuation, marketing, custody, proxy voting and privacy. Note for the
Bank Secrecy Act: the FinCEN rule that brings investment advisers into
the anti-money laundering programme regime has an effective date of
2028-01-01 under FinCEN's final rule published 2026-01-02 (91 FR 36),
which delayed the original date. FinCEN also proposed a reform of
AML/CFT programme requirements on 2026-04-10 (91 FR 18704, proposal
only). Check the current FinCEN text before relying on either.

## 4. Personal trading rules

<!-- Guidance: Rule 204A-1(c) only mandates pre-approval for IPOs and limited offerings. Everything else here (pre-clearance of all trades, blackout periods, holding periods, restricted list) is common practice. Choose rules that match the strategies the Firm runs: a fund holding small caps needs stricter rules than one holding index futures. -->

### 4.1 Mandatory pre-approval

Access persons must obtain written approval from the CCO (or a designee
named in section 15) before they directly or indirectly acquire
beneficial ownership of any security in an initial public offering or
in a limited offering. A limited offering is one exempt from Securities
Act registration under Section 4(a)(2) or 4(a)(5) or under Rule 504 or
506 of Regulation D. Private fund interests, private company shares and
many token sales fall into this category. The record of each decision,
with the reasons, is kept for at least five years after the end of the
fiscal year in which it was granted.

### 4.2 Pre-clearance of other trades

Access persons must pre-clear every personal trade in a reportable
security except those listed as exempt in section 4.6. Request
pre-clearance through [the compliance system] using the request form in
Personal Trading Report (`compliance/personal-trading-report`).
Approval is valid until the end of the next business day; a trade not
completed by then needs a new request. Limit orders that remain open
past the approval window must be cancelled.

### 4.3 Restricted list and blackout periods

| Rule ID | Rule | Parameter | Applies to |
|---|---|---|---|
| PTR-001 *(Example)* | Restricted list: no personal trading in any issuer on the list | List maintained by CCO; reasons not disclosed to staff | All access persons |
| PTR-002 *(Example)* | Same-day blackout: no personal trade in a security the Firm is buying or selling for clients that day, or has an open order in | Same business day | All access persons |
| PTR-003 *(Example)* | Portfolio manager blackout: no trade in a security within a window before or after a client trade in it | [7] calendar days before and after | Portfolio managers and analysts covering the issuer |
| PTR-004 *(Example)* | Research blackout: no trade in a covered issuer before a new recommendation is circulated | From start of work until [2] business days after circulation | Research staff |

A trade that breaches a blackout after the fact must be reversed or the
profit disgorged at the CCO's direction, even when the person acted in
good faith.

### 4.4 Minimum holding period

Positions in reportable securities must be held for at least [30]
calendar days. Selling at a loss inside the period may be approved by
the CCO on request. Short selling, writing uncovered options and trading
in futures on single securities count as trading for this rule.

### 4.5 Prohibited conduct

- Front running: trading ahead of a client order or recommendation.
- Trading against clients: taking a position opposite to client
  positions in order to profit from them.
- Excessive trading that interferes with professional duties; the CCO
  may set a monthly trade limit of [20] trades for any person.
- Participation in investment clubs without prior written approval.
- Trading in any security while in possession of material non-public
  information (section 9).
- Manipulative trading, including spreading false rumours or placing
  orders without intent to execute.

### 4.6 Exempt securities and transactions

Personal trading rules and reporting do not apply to securities that
Rule 204A-1(e)(10) excludes from "reportable security": direct US
government obligations; bankers' acceptances, bank certificates of
deposit, commercial paper and high quality short-term debt including
repurchase agreements; money market fund shares; shares of open-end
funds other than reportable funds; and shares of unit investment trusts
invested only in open-end funds that are not reportable funds.
Exchange-traded funds are reportable securities and are not exempt.
Reportable funds are registered funds the Firm advises or sub-advises,
and registered funds whose adviser or principal underwriter controls the
Firm, is controlled by it, or is under common control with it.

Transactions under an automatic investment plan with a predetermined
schedule and allocation, such as a dividend reinvestment plan, need no
pre-clearance and no quarterly transaction report (Rule
204A-1(b)(3)(ii)), but the resulting positions still appear in holdings
reports and any change to the plan must be pre-cleared. Accounts over which the access person has no direct or
indirect influence or control, such as a fully discretionary managed
account, are exempt from pre-clearance and reporting once the CCO has
approved the arrangement in writing and received the manager's
confirmation that the access person gives no instructions.

## 5. Reporting of holdings and transactions

<!-- Guidance: Rule 204A-1(b) sets the content and timing of three reports. Copy the timing exactly into the code and build reminders in the compliance system. Common pitfall: holdings data that is older than the 45-day limit, or a missing list of broker accounts. -->

| Report | Who | Deadline | Data must be current as of | Minimum content |
|---|---|---|---|---|
| Initial holdings | New access person | Within 10 days of becoming an access person | A date no more than 45 days before becoming an access person | Title and type, ticker or CUSIP, number of shares and principal amount of each reportable security; every broker, dealer or bank account holding securities for the person's benefit; date submitted |
| Annual holdings | Every access person | Once in each 12-month period, on [31 January] | A date no more than 45 days before submission | Same as initial |
| Quarterly transactions | Every access person | Within 30 days after each calendar quarter end | Covers all transactions in the quarter | Date, title, ticker or CUSIP, interest rate and maturity, shares, principal amount, nature (purchase, sale, other), price, executing broker, dealer or bank, date submitted |
| New account notice | Every access person | Before the first trade in a new account | Not applicable | Institution, account number, owners |

A quarterly report is not required for transactions under an automatic
investment plan, or where the Firm already receives broker
confirmations or statements containing the same information within 30
days after quarter end. The Firm uses [direct broker feeds] to rely on
this exception; access persons must still certify each quarter that all
accounts are connected. Reports may state that they are not an admission
of beneficial ownership.

Worked timing example: an analyst joins on 2026-03-02. The initial
holdings report is due by 2026-03-12 (10 days later) and may use
statements dated no earlier than 2026-01-16 (45 days before
2026-03-02). The first quarterly transaction report covers 2026-03-02 to
2026-03-31 and is due by 2026-04-30.

## 6. Review of personal trading

<!-- Guidance: Rule 204A-1(a)(3) requires the Firm to review the reports, not only to collect them. Describe who reviews, against what, and how often. Someone other than the CCO must review the CCO's own reports. -->

The compliance team reviews every report within [15] business days of
receipt and compares it with the pre-clearance log, the restricted list,
client trading in the same securities and the holding period. The review
looks for patterns as well as single breaches: trades that consistently
precede client trades, unusual profits, concentration in issuers the
person covers and frequent trading near earnings releases.

| Check ID | Test | Data compared | Frequency | Reviewer |
|---|---|---|---|---|
| REV-001 *(Example)* | Every trade had valid pre-clearance | Broker feed versus pre-clearance log | Monthly | Compliance analyst |
| REV-002 *(Example)* | No trade within blackout window | Personal trades versus client blotter | Monthly | Compliance analyst |
| REV-003 *(Example)* | Holding period respected | Buy and sell dates | Monthly | Compliance analyst |
| REV-004 *(Example)* | Reports filed on time and complete | Report log versus deadlines | Quarterly | CCO |
| REV-005 *(Example)* | Accounts list complete | Holdings report versus broker feeds | Annually | CCO |
| REV-006 *(Example)* | CCO's own reports reviewed independently | CCO reports | Quarterly | [@general-counsel] |

Results are recorded in the review log, exceptions are escalated under
section 12, and a summary goes to senior management each quarter and to
the annual compliance review.

## 7. Gifts, entertainment and political contributions

<!-- Guidance: Gifts and entertainment are not required by Rule 204A-1 but examiners test them as conflicts. Political contributions are a hard rule when the Firm advises or seeks to advise US state or local government entities (Rule 206(4)-5). Set money limits that the Firm can monitor. -->

### 7.1 Gifts and entertainment

Supervised persons may not give or accept a gift or entertainment that
could reasonably be seen as influencing a business decision. Cash and
cash equivalents are never allowed. Within that rule, the following
limits apply and are recorded in the gifts and entertainment log.

| Rule ID | Item | Limit | Approval |
|---|---|---|---|
| GE-001 *(Example)* | Gifts received from one source | USD [100] per person per calendar year | Log within 5 business days |
| GE-002 *(Example)* | Gifts given to one recipient | USD [100] per person per calendar year | Log within 5 business days |
| GE-003 *(Example)* | Business entertainment with host present | Reasonable and customary; above USD [250] per person per event needs approval | CCO pre-approval above limit |
| GE-004 *(Example)* | Travel or lodging paid by a third party | Not allowed unless the CCO approves in writing | CCO |
| GE-005 *(Example)* | Anything given to a government official or union official | Pre-approval always | CCO and General Counsel |

Gifts to or from officials of foreign governments are also subject to
the Foreign Corrupt Practices Act; consult the CCO before offering
anything of value. Labour union officials may be subject to separate
reporting under US labour law.

### 7.2 Political contributions

Rule 206(4)-5 bars the Firm from receiving compensation for advisory
services to a government entity for two years after the Firm or a
covered associate makes a contribution to an official of that entity.
Covered associates include general partners, managing members,
executive officers, employees who solicit government entities, their
supervisors, and any political action committee the Firm or those
people control. A de minimis exception covers contributions by a
covered associate who is a natural person of up to USD 350 per official
per election where the person is entitled to vote for the official, and
up to USD 150 per official per election otherwise.

| Rule ID | Requirement |
|---|---|
| POL-001 | Every supervised person pre-clears any contribution to a US state or local candidate, official, party or political action committee |
| POL-002 | New hires disclose contributions made in the two years before joining (six months for persons who will not solicit government clients) |
| POL-003 | The Firm keeps the records listed in Rule 204-2(a)(18), including covered associates and contributions |
| POL-004 | No payment to a third party to solicit a government entity unless that party is a regulated person under the rule |

## 8. Outside business activities and service as director

<!-- Guidance: Outside roles create conflicts and may need disclosure in Form ADV Part 2B. Require approval before the activity starts, and review approvals at least annually. -->

Supervised persons must obtain written CCO approval before taking any
outside role, paid or unpaid, including employment, consulting, board
membership of any company, trustee roles other than for family, and
roles with a public body. Service on the board of a publicly traded
company is presumed inappropriate for investment staff and is approved
only with information barriers documented in advance.

| OBA ID | Person | Activity | Paid | Conflict assessment | Controls | Approved | Next review |
|---|---|---|---|---|---|---|---|
| OBA-001 *(Example)* | [@analyst] | Treasurer of local school charity | No | Low: no securities activity | None beyond disclosure | YYYY-MM-DD | YYYY-MM-DD |
| OBA-002 *(Example)* | [@partner] | Director of [listed industrial company] (fictional) | Yes | High: access to inside information on a potential holding | Issuer added to restricted list; recusal from coverage | YYYY-MM-DD | YYYY-MM-DD |

## 9. Material non-public information

<!-- Guidance: Advisers Act Section 204A requires written policies and procedures reasonably designed to prevent misuse of material non-public information. Many firms keep this as a stand-alone policy; if so, summarise it here and reference it. Include expert network calls and alternative data. -->

Information is material if a reasonable investor would consider it
important in making an investment decision, or if its release would
likely affect the price of the security. It is non-public until it has
been disseminated broadly to the market and the market has had time to
absorb it. Supervised persons who believe they may hold material
non-public information must stop trading the issuer for clients and
themselves, tell no one inside or outside the Firm except the CCO, and
report to the CCO at once.

| Control ID | Control | Owner |
|---|---|---|
| MNPI-001 *(Example)* | Wall-crossing log: every receipt of inside information recorded with time, source and issuer | CCO |
| MNPI-002 *(Example)* | Restricted list update within one hour of a wall-crossing | Compliance |
| MNPI-003 *(Example)* | Expert network calls pre-approved; consultants confirm in writing they will not share confidential employer information | Research head |
| MNPI-004 *(Example)* | Alternative data vendors diligenced for lawful collection and absence of confidential information | Data governance lead |
| MNPI-005 *(Example)* | Information barriers between private and public investment teams, with physical and system separation | CCO and IT |
| MNPI-006 *(Example)* | Surveillance of personal and client trading in names on the watch list | Compliance |

## 10. Confidentiality of client information

<!-- Guidance: Link the code to the privacy rules. Regulation S-P (as amended in 2024) requires an incident response programme and customer notification; compliance dates were 2025-12-03 for larger entities and 2026-06-03 for smaller ones. Check the dates and size thresholds on sec.gov. -->

Client identities, holdings, transactions, orders and personal data are
confidential. Use them only to serve the client and disclose them only
to people who need them for that purpose or where law requires.
Information about client orders and portfolio holdings is also inside
information for the purposes of personal trading under section 4. Report
any actual or suspected unauthorised access to client information to
the CCO and the information security lead at once, so that the Firm can
meet its incident response and notification duties under Regulation
S-P as amended in 2024.

## 11. Reporting violations and protection of reporters

<!-- Guidance: Rule 204A-1(a)(4) requires prompt reporting of violations to the CCO, or to another designated person as long as the CCO also receives all reports. Make sure nothing in the code or in any agreement stops a person from contacting the SEC (Exchange Act Rule 21F-17). -->

Every supervised person must report promptly any violation of this code
that they know of or suspect, by themselves or anyone else. Report to
the CCO, or to [@general-counsel] or the [whistleblowing channel] if the
matter involves the CCO, in which case the report is also passed to the
CCO unless the CCO is the subject. Reports can be made anonymously
through the channel described in the Whistleblowing Policy
(`compliance/whistleblowing-policy`).

The Firm prohibits retaliation against anyone who reports in good
faith. Nothing in this code, in any employment agreement or in any
confidentiality agreement prevents a person from communicating directly
with the SEC or any other regulator about a possible securities law
violation, or from receiving an award under a whistleblower programme.
Failure to report a known violation is itself a violation.

## 12. Sanctions and remediation

<!-- Guidance: Rule 204-2(a)(12)(ii) requires a record of every violation and the action taken. A published sanction grid makes outcomes consistent; keep discretion for serious cases. -->

| Level | Example breach | Typical sanction | Decided by |
|---|---|---|---|
| 1 *(Example)* | Late quarterly report, first time, no trading issue | Written reminder; retraining | CCO |
| 2 *(Example)* | Trade without pre-clearance, not in a client name | Written warning; reversal or disgorgement of profit to charity | CCO |
| 3 *(Example)* | Repeat level 2, or blackout breach | Trading suspension of [90] days; bonus impact | CCO and Managing Partner |
| 4 *(Example)* | Front running, misuse of inside information, false report | Termination; referral to regulators where required | Management Committee |

Every violation is logged with facts, root cause, sanction and the date
closed. Patterns in the log feed policy changes and the annual
compliance review.

## 13. Distribution, acknowledgement and training

<!-- Guidance: Rule 204A-1(a)(5) requires giving every supervised person the code and every amendment, and collecting written acknowledgement of receipt. Electronic acknowledgement in a compliance system is a written acknowledgement if it is attributable and retained. -->

The CCO gives each new supervised person the code before the start date
and collects the acknowledgement in Annex A within [10] days. Every
amendment is circulated with a summary of changes and a new
acknowledgement. All supervised persons certify each year that they
have read the code, followed it and reported all holdings, accounts,
outside activities, gifts and contributions as required.

| Training ID | Audience | Topic | Frequency | Evidence |
|---|---|---|---|---|
| TRN-001 *(Example)* | All new joiners | Code overview and reporting duties | Before start | Completion record |
| TRN-002 *(Example)* | All supervised persons | Annual refresher with case studies | Annually | Completion record and quiz |
| TRN-003 *(Example)* | Investment staff | Inside information, expert networks, alternative data | Annually | Attendance |
| TRN-004 *(Example)* | Covered associates | Pay-to-play rule | Annually | Attestation |

## 14. Recordkeeping

<!-- Guidance: Rule 204-2(a)(12) and (13) list the records. Rule 204-2(e)(1) sets five years from the end of the fiscal year of the last entry, the first two years in an appropriate office of the adviser, but it expressly excludes (a)(12)(i), (a)(12)(iii), (a)(13)(ii) and (a)(13)(iii), which carry their own five-year periods. Map each record to a system and owner. -->

| Record | Rule reference | System | Retention |
|---|---|---|---|
| Each version of the code in effect in the past five years | 204-2(a)(12)(i) | Policy repository | While in effect and five years after it ceased to be in effect |
| Record of each violation and action taken | 204-2(a)(12)(ii) | Compliance case log | Five years from end of fiscal year of last entry |
| Written acknowledgements of supervised persons | 204-2(a)(12)(iii) | Compliance system | For current persons and those who left within five years |
| Every holdings and transaction report, or broker data used instead | 204-2(a)(13)(i) | Compliance system | Five years from end of fiscal year of last entry |
| Names of current and past access persons | 204-2(a)(13)(ii) | Population register | Persons who were access persons in the past five years |
| Pre-approval decisions for IPOs and limited offerings, with reasons | 204-2(a)(13)(iii) | Pre-clearance system | Five years after end of fiscal year of approval |
| Political contribution records | 204-2(a)(18) | Pay-to-play log | Per Rule 204-2(e)(1) |

## 15. Administration of the code

<!-- Guidance: Name the people who run the code, and how exceptions are granted. Exceptions should be rare, written and logged; a waiver log that grows each year signals a rule that does not fit. -->

The CCO administers the code, may appoint designees for pre-clearance
and review, and may grant written exceptions where a rule would cause
hardship and the exception creates no harm to clients. Every exception
is logged with reasons. The CCO reviews the code at least annually as
part of the annual compliance review and after any material business
change, enforcement action in the industry or rule change, and presents
proposed amendments to the Management Committee. A summary of the code
is disclosed in Item 11 of Form ADV Part 2A, and the Firm provides a copy
of the full code to any client or prospective client on request.

| Exception ID | Person | Rule | Reason | Conditions | Approved by | Date |
|---|---|---|---|---|---|---|
| EXC-001 *(Example)* | [@analyst] | Section 4.4 holding period | Sale needed to fund home purchase | No client trades in the issuer for 10 days before | CCO | YYYY-MM-DD |

## Annex A. Acknowledgement form

<!-- Guidance: Keep this short and signable. The acknowledgement must cover receipt of the code and of each amendment. -->

| Field | Entry |
|---|---|
| Name | [Full name] |
| Role and department | [Role] |
| Access person | [Yes / No, as determined by CCO] |
| Version of code received | [1.0, effective YYYY-MM-DD] |
| Type | [Initial / Amendment / Annual certification] |

I confirm that I have received and read the Code of Ethics of [Adviser
legal name], version [x.x]. I understand that it applies to me and to
accounts in which I have beneficial ownership, and I agree to comply
with it. For an annual certification, I also confirm that during the
past year I complied with the code, pre-cleared and reported all
required transactions, disclosed all accounts, outside activities,
gifts and political contributions, and reported any violation I knew
of.

Signature: [________________] Date: YYYY-MM-DD

## Annex B. EU affiliate personal transaction rules

<!-- Guidance: Use only if the group has an EU investment firm such as Kestrel Bay Capital Europe. MiFID II applies through national law; check the consolidated texts of Directive 2014/65/EU and Delegated Regulation (EU) 2017/565 and national rules. ESMA material may be used with acknowledgement and is not endorsed by ESMA. -->

The personal transaction rules for the EU affiliate rest on MiFID II
Article 16(2) (organisational requirements) and Delegated Regulation
(EU) 2017/565: Article 28 sets the scope of personal transactions,
Article 29 the arrangements a firm must have, and Article 37 additional
restrictions for staff involved in investment research. The table maps
the US code to those provisions; where the EU rule is broader, the
affiliate applies the EU rule.

| Topic | US code section | EU reference | Difference to address |
|---|---|---|---|
| Who is covered | Section 1 (access persons) | Art. 28 and the definition of "relevant person" | EU covers relevant persons and tied agents; check contract staff |
| Persons connected | Section 1 (beneficial ownership) | Art. 28 (family, close links) | Align definitions of family members |
| Prohibited trades | Section 4.5 | Art. 29(2) to (4) | EU also covers advising or procuring others and disclosing information |
| Notification and records | Section 5 | Art. 29(5) | Firm must be informed promptly and keep a record of each notified transaction and any authorisation or prohibition |
| Research staff | Section 4.3 PTR-004 | Art. 37 | Restrictions until recipients have had a reasonable chance to act |
| Market abuse | Section 9 | Regulation (EU) No 596/2014 (MAR) | Insider lists and suspicious transaction reporting at the EU firm |

## Glossary and references

<!-- Guidance: Keep definitions consistent with the rule text; where the code narrows or widens a definition, say so. -->

| Term | Meaning in this code |
|---|---|
| Access person | Supervised person with access to non-public client trading, holdings or recommendation information (Rule 204A-1(e)(1)) |
| Automatic investment plan | Programme of regular purchases or withdrawals on a predetermined schedule and allocation, including dividend reinvestment |
| Beneficial ownership | As interpreted under Exchange Act Rule 16a-1(a)(2) |
| Covered associate | Person whose political contributions are attributed to the Firm under Rule 206(4)-5 |
| Initial public offering | Registered offering by an issuer not previously subject to Exchange Act reporting |
| Limited offering | Offering exempt under Securities Act Section 4(a)(2), 4(a)(5), Rule 504 or Rule 506 |
| Reportable fund | Registered fund the Firm advises or sub-advises, or whose adviser or principal underwriter controls the Firm, is controlled by it, or is under common control with it (Rule 204A-1(e)(9)) |
| Reportable security | Security under Advisers Act Section 202(a)(18) other than the exclusions in Rule 204A-1(e)(10) |
| Restricted list | Confidential list of issuers in which trading is prohibited |
| Supervised person | Partner, officer, director, employee or other person giving advice under the Firm's supervision |

References (check the current official versions):

- SEC Rule 204A-1, 17 CFR 275.204A-1, eCFR (as amended through 81 FR 83554, 2016-11-21).
- SEC Rule 204-2, 17 CFR 275.204-2, paragraphs (a)(12), (a)(13), (a)(18) and (e)(1).
- SEC Rule 206(4)-5, 17 CFR 275.206(4)-5 (political contributions).
- Investment Advisers Act of 1940, Section 204A (prevention of misuse of non-public information).
- SEC Rule 17j-1 under the Investment Company Act (codes of ethics for registered funds and their advisers).
- Exchange Act Rule 21F-17 (no impeding communications with the SEC).
- SEC, Commission Interpretation Regarding Standard of Conduct for Investment Advisers (2019, Release IA-5248).
- Regulation S-P amendments (2024) on incident response and customer notification.
- Directive 2014/65/EU (MiFID II) Article 16(2); Commission Delegated Regulation (EU) 2017/565 Articles 28, 29 and 37 (EUR-Lex).
- Asset Manager Code (CFA Institute): name only, consult the publisher for its text.

## Standard and licence note

Based on SEC Rules 204A-1, 204-2 and 206(4)-5 under the Investment
Advisers Act of 1940 as published in the electronic Code of Federal
Regulations (US federal works, public domain), Advisers Act Section
204A, and for Annex B on Directive 2014/65/EU and Commission Delegated
Regulation (EU) 2017/565 as published on EUR-Lex (reuse with
acknowledgement). Rule and article numbers are cited and requirements
are described in original wording; no regulatory text is reproduced.
Industry codes are cited by name only. Kestrel Bay Capital and all
example data are fictional. Check the current official text of each
rule and the consolidated EU texts, and any later SEC or FinCEN
rulemaking, before use. This is a document format, not legal,
compliance or investment advice. Template licence: MIT.