Kestrel Code of Ethics and Personal Trading Policy

**Applies to:** All directors, officers, and employees of Kestrel Securities, LLC and Kestrel Advisors, LLC, and any consultant or contractor designated as a "supervised person" by the CCO.

**Approved by:** Board of Directors, March 18, 2025.

1. Introduction

This Code of Ethics sets out Kestrel's standards of business conduct, the standards of care and loyalty owed by Kestrel personnel, and the operational rules governing personal trading and the handling of confidential information. It is adopted to satisfy:

- Section 204A of the Investment Advisers Act of 1940 (insider-trading policies and procedures); - 17 CFR 275.204A-1 (Investment Adviser Code of Ethics rule); - The federal fiduciary standard articulated in 15 U.S.C. § 80b-6 and the Commission's 2019 Interpretation Regarding Standard of Conduct for Investment Advisers; and - FINRA Rules 2010, 3110, and 3130 with respect to the broker-dealer side of Kestrel.

2. Standards of business conduct

Every supervised person must:

- Act in the best interest of Kestrel's clients and customers; - Avoid actual and apparent conflicts of interest, and disclose conflicts that cannot be avoided; - Comply with all applicable federal securities laws; - Refrain from any conduct that would constitute fraud, deceit, or manipulation, whether under § 10(b) of the Exchange Act, § 17(a) of the Securities Act, § 206 of the Advisers Act, or otherwise; - Maintain the confidentiality of client and customer information; and - Cooperate fully with the CCO and with internal and external investigations.

A violation of this Code is itself a violation of FINRA Rule 2010 (the broker-dealer "high standards of commercial honor" standard) and may also constitute a violation of the Advisers Act § 206 antifraud provisions.

3. Insider trading and material non-public information (MNPI)

3.1 Definition of MNPI

Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, sell, or hold a security. Information is "non-public" until it has been disseminated to the marketplace through means reasonably designed to ensure broad public access.

3.2 Prohibitions

No supervised person shall:

1. Trade in any security while in possession of MNPI concerning the issuer of that security; 2. Recommend the purchase or sale of any security while in possession of MNPI concerning the issuer (i.e., "tipping"); 3. Disclose MNPI to any person outside Kestrel except as expressly authorized by the General Counsel; or 4. Trade in any security on the firm's restricted list or in violation of any other ad-hoc trading restriction imposed by the CCO.

3.3 Restricted, watch, and control lists

The General Counsel maintains the **Restricted List**, the **Watch List**, and the **Control List** in coordination with the CCO. The operative effect of each list is set forth in `Kestrel-Information-Barriers`. Trades in restricted-list names are blocked at the order-management system level; trades in watch-list and control-list names are subject to enhanced post-trade surveillance.

4. Personal trading

4.1 Covered accounts

Every supervised person must declare, within 10 days of becoming a supervised person and at least annually thereafter, every "covered account" in which the supervised person has a direct or indirect beneficial interest. Covered accounts include:

- Brokerage accounts in the supervised person's name; - Brokerage accounts in the name of a spouse, domestic partner, or dependent residing in the same household; - Trust accounts and other accounts over which the supervised person has any investment discretion or beneficial interest; - IRA, 401(k), and similar tax-deferred accounts that hold individual securities (as opposed to non-reportable mutual funds).

Accounts over which the supervised person has no direct or indirect influence or control (e.g., a fully discretionary trustee-managed trust) may be excluded from reporting on the basis of a written representation reviewed by the CCO.

4.2 Designated brokerage

Each covered account must be held at a Designated Broker that has agreed to provide Kestrel with daily duplicate confirmations and monthly statements electronically. The current Designated Brokers are listed on the Kestrel Compliance intranet.

4.3 Pre-clearance

Pre-clearance is required for the following transactions in covered accounts:

- Any purchase or sale of an individual equity security; - Any purchase or sale of a corporate or municipal debt security; - Any participation in an initial public offering; - Any participation in a private placement or limited offering; - Any transaction in a "reportable fund" (as defined in 17 CFR 275.204A-1(e)).

Pre-clearance is requested through the Compliance Trade Pre-Clearance system. Approvals are valid for the trading day on which the request is approved and lapse at market close. Approval may be denied or revoked at any time and for any reason; common denial reasons include the security being on the restricted or watch list, an open client order in the security, or a research-publication blackout.

4.4 Holding period and short-swing rule

A supervised person who has been issued an approved pre-clearance for the purchase of an individual security may not sell that security within 30 calendar days. The 30-day holding period does not apply to mutual funds (other than reportable funds), money-market funds, or US Treasury securities.

4.5 Reporting

Supervised persons must submit:

- An **initial holdings report** within 10 days of becoming a supervised person, current as of a date no more than 45 days prior; - A **quarterly transaction report** within 30 days of the end of each calendar quarter; and - An **annual holdings report** within 45 days of the end of each calendar year, current as of a date no more than 45 days prior.

For supervised persons whose covered accounts are held with a Designated Broker that provides daily electronic feeds, the duplicate confirmations and statements satisfy the quarterly transaction- reporting obligation under 17 CFR 275.204A-1(c)(3) (provided confirmations and statements are received within 30 days of the close of the calendar quarter).

4.6 Reportable securities

Reportable securities follow the definition in 17 CFR 275.204A-1(e), i.e., securities other than direct US government obligations, money- market instruments, money-market fund shares, and shares of open-end funds that are not reportable funds.

5. Gifts and business entertainment

Cumulative annual gifts to or from any single counterparty may not exceed $100 in value, in line with FINRA Rule 3220. Gifts and entertainment must be reported through the Gifts & Entertainment register. Cash and cash equivalents are prohibited.

6. Outside business activities and political contributions

6.1 Outside business activities

Supervised persons must obtain advance written approval from Compliance for any outside business activity, in accordance with FINRA Rule 3270 (broker-dealer side) or the parallel internal procedure (advisor side).

6.2 Political contributions

Personnel of Kestrel Advisors are subject to the political-contribution restrictions of 17 CFR 275.206(4)-5 (the "pay-to-play" rule). Pre-clearance is required for any political contribution by Kestrel Advisors personnel and their household members in excess of $350 per candidate per election (or $150 if the contributor is not entitled to vote for the candidate).

7. Reporting violations and whistleblower protections

Any supervised person who knows of, or in good faith suspects, a violation of this Code, of applicable federal securities laws, or of firm policy must report the matter to the CCO, the General Counsel, or the firm's confidential ethics hotline. Retaliation against any person who in good faith reports a violation is itself a violation of this Code and is independently prohibited under federal whistleblower laws.

8. Acknowledgement and training

Every supervised person must acknowledge receipt of this Code:

- Within 10 days of becoming a supervised person; - Within 10 days of any material amendment to the Code; and - Annually, in connection with the firm's annual compliance training module.

9. Recordkeeping

All records required by 17 CFR 275.204-2(a)(12) and (a)(13) — including the Code itself, lists of access persons, holdings and transaction reports, pre-clearance decisions for IPOs and limited offerings, acknowledgements, and records of violations — are preserved for at least five years.

10. References

- 17 CFR 275.204A-1 (`15 USC 80b-6 / 17 CFR 275.204A-1`) - 15 U.S.C. § 80b-6 (`15 USC 80b-6 / 17 CFR 275.204A-1`) - 17 CFR 275.206(4)-1 and 275.206(4)-2 (`17 CFR 275.206(4)-1 and 275.206(4)-2`) - FINRA Rule 3110 (`FINRA-Rule-3110-3130`) - 17 CFR 240.17a-4 (`17 CFR 240.17a-3, 240.17a-4, 240.15c3-5`) - Kestrel-Information-Barriers - Kestrel-Marketing-Rule-Review