Investment Adviser Code of Ethics Template (SEC Rule 204A-1)

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.

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Contents

• 1. Scope and persons covered
• 2. Standards of business conduct
• 3. Compliance with federal securities laws
• 4. Personal trading rules
• 5. Reporting of holdings and transactions
• 6. Review of personal trading
• 7. Gifts, entertainment and political contributions
• 8. Outside business activities and service as director
• 9. Material non-public information
• 10. Confidentiality of client information
• 11. Reporting violations and protection of reporters
• 12. Sanctions and remediation
• 13. Distribution, acknowledgement and training
• 14. Recordkeeping
• 15. Administration of the code
• Annex A. Acknowledgement form
• Annex B. EU affiliate personal transaction rules
• Glossary and references
• Standard and licence note

1. Scope and persons covered

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.

2. Standards of business conduct

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.

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

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

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

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

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

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.

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

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.

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.

8. Outside business activities and service as director

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.

9. Material non-public information

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.

10. Confidentiality of client information

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

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

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

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.

14. Recordkeeping

15. Administration of the code

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.

Annex A. Acknowledgement form

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

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.

Glossary and references

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.