Kestrel Information Barriers, Restricted List, and Watch List Policy

**Owner:** General Counsel **Approver:** Chief Compliance Officer **Review cadence:** Annual.

1. Purpose

This Policy establishes the information barriers ("ethical walls") that separate Kestrel Securities' and Kestrel Advisors' information-sensitive functions from their public-facing and trading functions, and sets out the operation of the Restricted List, the Watch List, and the Control List. It is adopted to satisfy:

- Section 204A of the Investment Advisers Act (requiring advisers to adopt, maintain, and enforce written policies and procedures reasonably designed to prevent the misuse of material non-public information); - Section 15(g) of the Exchange Act (same, for broker-dealers); - The federal fiduciary standard under 15 U.S.C. § 80b-6; and - FINRA Rule 3110(d) (transaction review and investigation).

2. Definitions

**MNPI** — material non-public information. See `Kestrel-Code-of-Ethics` §3.1.

**Above-the-wall** — a person who is routinely exposed to MNPI in the course of Kestrel's investment banking, research (under quiet periods), or legal work. Above-the-wall personnel include the General Counsel's office staff, research analysts during a blackout period, and any Kestrel personnel who have received an ad-hoc wall-crossing notice.

**Below-the-wall** — all other Kestrel personnel, including the Equities, Options, and Fixed-Income Trading Desks; the advisory portfolio-management team; Operations; and retail-sales staff.

3. Information barriers

3.1 Physical and logical separation

- Above-the-wall functions operate from physically restricted areas. Below-the-wall personnel do not enter these areas absent an escort. - Logical separation is enforced by Kestrel's Identity and Access Management system. File shares, CRM records, and matter folders containing MNPI are accessible only to above-the-wall personnel with an approved matter entitlement.

3.2 Communication

Above-the-wall personnel may not discuss an MNPI-bearing matter with any below-the-wall person absent an approved wall crossing. Approved wall crossings are recorded in the Wall Crossing Log maintained by the General Counsel.

3.3 Chaperone requirement

Certain below-the-wall personnel may participate in client meetings and conference calls that may expose them to MNPI. In such cases, a chaperone from the General Counsel's office must be present on the call and must ensure that the below-the-wall participant does not receive MNPI; if MNPI is received, the participant is added to the Watch List or Restricted List as appropriate.

4. Restricted, Watch, and Control Lists

4.1 Restricted List

The Restricted List identifies securities in which Kestrel is subject to absolute trading restrictions. Typical reasons include:

- Kestrel is engaged in an investment banking matter that is MNPI; - A Kestrel research analyst has received MNPI regarding the issuer; - The issuer is subject to a news embargo that has not yet been publicly released.

Orders in Restricted List securities are **blocked** at the OMS level for both customer and proprietary accounts, irrespective of aggregation unit. Bona fide market-making activity in a Restricted List security is evaluated case-by-case and generally paused for the duration of the restriction.

4.2 Watch List

The Watch List identifies securities for which Kestrel is **aware** of potentially material information but for which trading is not restricted. Watch List additions are confidential to the General Counsel and CCO. Watch List securities are subject to enhanced post-trade surveillance under FINRA Rule 3110(d).

4.3 Control List

The Control List identifies securities in which Kestrel Advisors holds a control position across its model portfolios. Personal trading in Control List securities by Kestrel supervised persons is subject to heightened pre-clearance scrutiny under `Kestrel-Code-of-Ethics` §4.

4.4 Additions and removals

Additions to each list are approved by the General Counsel. Removals require written approval from the General Counsel and, for the Restricted List, concurrence by the CCO. All additions and removals are recorded with timestamps in the List Administration Log.

5. Surveillance

5.1 Trade surveillance

Pursuant to FINRA Rule 3110(d), the EDCO reviews daily all proprietary account trades, all customer trades in which a Kestrel associated person has a beneficial interest, and all customer trades in "covered accounts." The review is designed to identify trades that may involve insider trading or market manipulation. See `Kestrel-Trade-Surveillance-Alert-Summary` for the most recent quarterly summary.

5.2 Internal investigations

Trades escalated for internal investigation are reported quarterly to FINRA via FINRA Gateway within 15 days after the second month following the quarter, consistent with Rule 3110(d)(2). Case files are preserved under 17 CFR 240.17a-4.

5.3 Insider Trading Review Committee (ITRC)

The ITRC meets monthly, and ad hoc on escalation. Membership: General Counsel (chair), CCO, CRO, and the Head of Research. The ITRC reviews all cases escalated during the preceding month and approves any SAR-SF filings (`Kestrel-AML-Program`).

6. Training

All Kestrel supervised persons complete annual insider-trading and information-barriers training. Above-the-wall personnel complete additional specialized training on wall-crossing protocols.

7. Recordkeeping

All records required by this Policy — the List Administration Log, Wall Crossing Log, ITRC minutes, and internal-investigation case files — are preserved under 17 CFR 240.17a-4 and 17 CFR 275.204-2 for at least five years.

8. References

- 17 CFR 275.204A-1 and Advisers Act § 204A (`15 USC 80b-6 / 17 CFR 275.204A-1`) - 15 U.S.C. § 80b-6 (`15 USC 80b-6 / 17 CFR 275.204A-1`) - FINRA Rule 3110(d) (`FINRA-Rule-3110-3130`) - 17 CFR 240.17a-4 (`17 CFR 240.17a-3, 240.17a-4, 240.15c3-5`) - 31 CFR Part 1023 (SAR-SF overlay) (`31 CFR Part 1023`) - Kestrel-Code-of-Ethics - Kestrel-WSP-Equities - Kestrel-AML-Program - Kestrel-Trade-Surveillance-Alert-Summary