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Item 1 - Cover Page
Form ADV, Part 2A
CLIENT BROCHURE
BRASADA CAPITAL MANAGEMENT, LP
3200 Southwest Freeway
Suite 2160
Houston, TX 77027
(713) 630-8390
E-mail: info@BrasadaCapital.com
Website: www.BrasadaCapital.com
February 2026
This brochure provides information about the qualifications and business practices of Brasada Capital Management,
LP. If you have any questions about the contents of this brochure, please contact us at 713-630-8390 and/or
www.BrasadaCapital.com. The information in this brochure has not been approved or verified by the United States
Securities and Exchange Commission (the “SEC”) or by any state securities authority.
Brasada Capital Management, LP is a registered investment advisor. Registration with the SEC or any other state
securities authority does not imply any level of skill or training.
Additional information about Brasada Capital Management, LP also is available on the SEC’s website at
www.adviserinfo.sec.gov.
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February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 1 of 25
Item 2 – Material Changes
Brasada Capital Management, LP is providing this annual update to the “Brochure” to reflect a summary of material
changes since the last annual update of this Brochure is as follows:
Item 4 – The Advisor updated its assets under management.
•
We will provide other ongoing disclosure information about material changes, as necessary.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 2 of 25
Item 3 – Table of Contents
Item 1 – Cover Page .........................................................................................................................................1
Item 2 - Material Changes ...............................................................................................................................2
Item 3 - Table of Contents ...............................................................................................................................3
Item 4 - Advisory Business ...............................................................................................................................4
Item 5 - Fees and Compensation .....................................................................................................................5
Item 6 - Performance-Based Fees and Side-By-Side Management .................................................................7
Item 7 - Types of Clients ………………………………………………………………. ...............................................................8
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ...........................................................9
Item 9 - Disciplinary Information ..................................................................................................................14
Item 10 - Other Financial Industry Activities and Affiliations .......................................................................15
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading………………...16
Item 12 - Brokerage Practices .......................................................................................................................18
Item 13 - Review of Accounts .......................................................................................................................20
Item 14 - Client Referrals and Other Compensation ....................................................................................21
Item 15 - Custody ..........................................................................................................................................22
Item 16 - Investment Discretion ...................................................................................................................23
Item 17 - Voting Client Securities .................................................................................................................24
Item 18 - Financial Information ....................................................................................................................25
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 3 of 25
Item 4 – Advisory Business
A. General Description of Firm
Brasada Capital Management, LP, (“Brasada” or “Firm”) a Texas limited partnership, was created in June 2008 and
has its principal place of business in Houston, Texas. Brasada provides investment advisory services on a
discretionary basis to a private pooled investment vehicle (the “Fund”), sub-advised accounts (the “Sub-Advised
Accounts”) and separately managed accounts (the “Separate Accounts”), each a “Client” and collectively referred to
herein as the “Clients.”
Principal owners of the Firm are Mark Edward McMeans and James Gabriel Birdsall.
B. Advisory Services
Brasada serves as the investment manager for a private fund (the “Fund”). The Fund’s objective is to maximize
long-term, risk-adjusted absolute returns through long/short equity investments, or through exposure from
derivative instruments where appropriate, predominantly in US-based companies. The Fund seeks to accomplish
this objective by purchasing securities whose growth prospects are believed to be under-appreciated by the market,
while shorting companies perceived by the Firm to be fundamentally challenged. This objective will be driven by a
bottom-up investment process and supplemented by risk management and hedging strategies.
Brasada provides sub-advisory services, governed by an investment management agreement between Brasada and
the unaffiliated advisor(s). As sub-advisor, Brasada is granted trading authority, but does not have the authority to
make any withdrawals or transfers. In its sub-advisory capacity, Brasada does not provide any custodial functions.
Brasada also provides investment advisory services to Separate Accounts. Brasada’s investment advisory services
include but are not limited to the management, operation and control of the investment and trading activity of its
Clients’ account(s) and monitoring activity to ensure the Clients’ account holdings correspond with their stated
investment objectives.
C. Customized Advisory Services
Outside of the advisory services listed above, Brasada does not tailor its advisory services to the individual needs of
its Fund investors. However, Brasada’s Sub-Advised and Separate Account Clients can impose investment guidelines,
limitations and other restrictions such as investing in certain securities or types of securities. All investment
guidelines and restrictions regarding the management of the Sub-Advised and Separate Account clients are pursuant
to the terms and conditions stated in each privately negotiated investment management agreement.
D. Wrap Fee Programs
Neither Brasada nor its Clients participate in any wrap fee programs.
E. Assets Under Management
As of 12/31/2025, Brasada had approximately $657,385,722 in regulatory assets under management on a
discretionary basis and $21,706,938 on a non-discretionary basis.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 4 of 25
Item 5 – Fees and Compensation
A. Compensation for Advisory Services
For the Fund, Brasada charges an annual 1.5% management fee based on the capital account balance of each limited
partner of the Fund. The management fees are calculated on a monthly basis and paid quarterly in advance. The
Fund’s independent administrator calculates the management fees, which in turn are verified by Brasada.
The Fund’s General Partner (the “General Partner”), Brasada Capital Partners, LP (an affiliate of Brasada), is entitled
to an annual performance-based profit allocation of 20% of the Fund's annual net profits attributable to each limited
partner, but only to the extent that such profits exceed any losses carried forward from prior years, based on a “high
water mark” formula. Net profit includes unrealized appreciation or depreciation of marketable positions but
generally includes only realized amounts in the case of the Fund's non-marketable investments. The performance
allocation is calculated according to the guidelines stipulated in the Fund’s partnership agreement and private
placement memorandum. All such performance fee arrangements comply with Rule 205-3 under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”). Both the management fee and performance allocation are
negotiable.
For the Sub-Advised Accounts and the Separate Accounts, the annual management fee ranges from 1%-1.5%,
depending on investment objectives and the needs of the Client. Management fees are based on account values
and are generally calculated and paid quarterly in arrears. All fees are negotiated with each client prior to entering
into an investment management agreement and are subject to the terms and conditions stated therein.
B. Payment of Fees
For the Fund, management fees are calculated and paid quarterly in advance. Performance allocations are calculated
and paid annually. Both the management fees and the performance allocations are deducted from the Fund’s assets.
For the Sub-Advised Accounts, management fees are paid directly to Brasada by the unaffiliated advisor.
For the Separate Accounts, management fees are generally deducted directly from each Separate Account Client’s
custodial account(s) each quarter. Brasada has the discretion to negotiate payment terms for the Separate
Accounts.
C. Other Fees and Expenses
In addition to the fees described in Item 5.A. above, the Fund bore the expenses of the organization of the Fund, and
it bears the expenses related to the offering of interests, including legal and accounting fees and “blue sky” filing
fees and expenses.
The Fund also bears the costs and expenses directly related to its investment program, including expenses related
to proxies, underwriting and private placements, brokerage commissions, interest on debit balances or borrowings,
custody fees, the fees and expenses of risk and portfolio management systems, and any withholding or transfer
taxes. The Fund also bears all out-of-pocket costs of the administration of the Fund, including accounting, audit and
legal expenses, and costs of any litigation or investigation involving the Fund’s activities. The Fund also bears the
costs associated with reporting and providing information to existing and prospective investors. However, Brasada
may, in its sole discretion, choose to absorb any such expenses incurred on behalf of the Fund. The Fund does not
have its own separate employees or office, and it does not reimburse Brasada for salaries, office rent and other
general overhead costs of Brasada. A portion of the commissions generated on the Fund’s brokerage transactions
could generate “soft dollar” credits that Brasada is authorized to use to pay for research and research-related
services and products. It is Brasada’s policy to limit such use of soft dollars to fall within the safe harbor of Section
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 5 of 25
28(e) of the Securities Exchange Act of 1934 (Exchange Act), as amended or otherwise reasonably related to the
investment decision-making process. See Item 12 for more information on Brokerage practices.
Brasada’s Sub-Advised Accounts pay management fees to Brasada as described in Item 5.A. above as well as incur
some brokerage and other transactional costs. Additionally, these Sub-Advised Accounts could have other expenses
such as custodian fees that are processed by the custodian.
Brasada’s Separate Accounts pay management fees to Brasada as described in Item 5.A. above and also incur some
brokerage and other transactional costs.
D. How Fees are Paid or Refunded
As notated in Item 5.B. above, management fees for the Fund are paid quarterly in advance. Capital contributions
from investors accepted after the commencement of a quarter are subject to a pro-rated management fee reflecting
the time remaining during the quarter. These amounts are calculated by the independent administrator that
Brasada has engaged to perform certain financial, accounting, administrative and other services on behalf of the
Fund, including the preparation of interim financial statements, the calculation of Fund investment performance,
the calculation of any fees payable to the General Partner of the Fund, and the preparation of interim reports to
investors. In the situation where an investor withdraws capital during the quarter, the independent administrator
would calculate any fees owed to the investor who would then receive a refund.
Fees for the Sub-Advised Accounts are paid quarterly in arrears.
Fees for the Separate Accounts are generally paid quarterly in arrears.
E. Additional Compensation and Conflicts of Interest
Neither Brasada nor any of its supervised persons accept compensation for the sale of securities or other investment
products.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 6 of 25
Item 6 – Performance-Based Fees and Side-by-Side Management
As mentioned in Item 5.A. above, the Fund’s General Partner, is entitled to an annual performance-based profit
allocation at the end of each year of 20% of the Fund’s annual net profits attributable to each investor, but only to
the extent that such profits exceed any losses carried forward from prior years, based on a “high water mark”
formula. Net profit includes unrealized appreciation or depreciation of marketable positions but generally includes
only realized amounts in the case of the Fund's non-marketable investments. All such performance fee
arrangements comply with Rule 205-3 under the Advisers Act.
Brasada does not receive performance-based fees from its Sub-Advised or Separate Accounts.
Although Brasada manages three different and distinct types of products with varying fee structures, Brasada avoids
conflict by allowing its Clients to select which product strategy/objective is best suited to their needs regardless of
the fee structures. Brasada also manages a Client account (the Fund) with a performance fee, the collection of which
could incentivize Brasada to favor the Fund over other Client accounts. Brasada has compliance policies around the
allocation of investment opportunities to mitigate conflicts of interest, so that Clients receive fair and equitable
treatment in regard to the allocation of investment opportunities. Each of the product types offered by Brasada is
run by a different portfolio manager (the “PM”).
As of 12/31/2025, the majority of Brasada’s managed assets were in non-performance fee-paying products.
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February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 7 of 25
Item 7 – Types of Clients
The Fund’s investors can include high net worth individuals, pension and profit- s h a r i n g plans, trusts, estates,
charitable organizations, partnerships, corporations and other institutions. The minimum initial investment in the
Fund is $500,000. Brasada may accept smaller amounts in its sole discretion.
Sub-advisory services are only offered to unaffiliated advisors that Brasada believes are qualified to understand the
investment risks involved with Brasada’s various investment strategies.
Separate Account clients can include individuals, retirement plans, trusts, partnerships, corporations, or other
businesses.
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February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 8 of 25
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
A. Methods of Analysis and Investment Strategies
Fund:
The Fund’s investment strategy begins with a bottom-up driven investment process. Investment ideas come
primarily from the PM’s experience in covering stocks in this discipline for many years, quantitative screens,
qualitative fundamental analysis, meetings with company’s management and industry and sell-side research
conferences. Long positions will focus on stocks that the PM believes to have above average earnings growth, the
ability to generate cash flow, and where management is demonstrating that they are good stewards of capital
through metrics like return on investment and return on invested capital. Fundamental analysis is an important
consideration, in addition to the PM’s quantitative views, to understand the company’s growth drivers and whether
that growth is sustainable. Long positions also must have reasonable valuation levels, in the PM’s view, where the
PM believes the market has underappreciated the company’s future growth prospects. Short positions will focus on
fundamentally challenged companies and industries identified through this same research process.
Under normal market conditions, the Fund will be actively managed and diversified across various market
capitalizations and sectors. The capital allocation decisions will be based on what the PM believes to be the best
opportunities available to gain exposure to identified positions and will include various investment strategies within
equities, exchange traded funds, options, convertible or preferred stock and/or various combinations of each. The
goal is to possess a collection of investments with a superior risk/reward profile to that of the broader market.
All investments risk the loss of capital. No guarantee or representation is made that the Fund’s strategies will be
successful, and investment results could vary substantially over time.
Sub-Advised and Separate Accounts:
Brasada’s investment strategies are designed to help its Clients meet their financial goals within the specific
guidelines and restrictions outlined in the investment management agreement signed by each Client. Each account
is evaluated based on the Client’s objectives, risk tolerance and any special considerations. These parameters
ultimately provide the basis for asset allocation and security selection. Portfolios will typically be comprised of equity
securities, exchange traded funds, fixed-income instruments and mutual funds, and are typically constructed with
prevailing mid- to long-term trends in mind.
All investments risk the loss of capital. No guarantee or representation is made that the accounts’ strategies
will be successful, and investment results could vary substantially over time.
B. Risk
As mentioned above, the strategies used by all of Brasada’s Clients involve risk. Risk is inherent in all investing. Such
risks could include the following:
Diversification. If a portfolio is not widely diversified, it could be subject to more rapid changes in value than would
be the case if an investor maintained a wide diversification among companies, industries and types of securities.
This limited diversity could expose an investor to losses disproportionate to market movements in general if there
are disproportionately greater adverse price movements in the investor’s investments.
Investment Judgment / Market Risk. The profitability of a significant portion of the Firm’s investment programs
depends to a great extent upon correctly assessing the future course of the price movements of securities and other
investments. Prices can fluctuate in response to, among other things, investor sentiment, general economic and
market conditions, regional or global instability, and currency and interest rate fluctuations. There can be no
assurance that Brasada will be able to accurately predict these price movements. With respect to the investment
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 9 of 25
strategies utilized for a Client account, there is always some, and occasionally a significant, degree of market risk.
Changing market and economic conditions could lead to investor losses.
Reliance on Third-Party Research. Brasada may rely on research provided by unaffiliated third parties. Brasada
cannot and does not independently verify the accuracy of or the assumptions or calculations underlying any research
provided by third parties.
Portfolio Turnover. In general, Client accounts are not restricted in effecting transactions by any specific limitations
regarding portfolio turnover rates. Portfolio investments can be sold for a variety of reasons, such as a more
favorable investment opportunity or other circumstances bearing on the desirability of a continued position in such
investments. A high rate of portfolio turnover involves correspondingly greater brokerage commissions and fees
that will be borne directly by the Client.
Illiquidity. Some investments could be (or become) illiquid, and consequently an investor may not be able to sell
such investments at prices that reflect the investor’s assessment of their value, or the amount paid for such
investments. Illiquidity can result from the absence of an established market for a security, as well as legal,
contractual or other restrictions on its resale. Furthermore, the nature of the investment, especially those in
financially distressed companies, may require a long holding period prior to profitability. For the Fund, the
partnership agreement authorizes the General Partner to make distributions in-kind of securities in lieu of or in
addition to cash. In the event the General Partner makes distributions of securities in-kind, such securities could be
illiquid or subject to legal, contractual and other restrictions on transfer.
Short Sales. Investors can enter into transactions known as “short sales,” in which they sell a security they do not
own in anticipation of a decline in the market value of the security. Short sales that are not made “against the box”
theoretically involve unlimited loss potential since the market price of securities sold short could continuously
increase. An investor can mitigate such losses by replacing the securities sold short before the market price has
increased significantly. Under adverse market conditions, an investor might have difficulty purchasing securities to
meet short sale delivery obligations and might have to sell portfolio securities to raise the capital necessary to meet
such short sale obligations at a time when fundamental investment considerations would not favor such sales.
Derivatives. Derivative instruments, or “derivatives,” include futures, swaps, structured securities and other
instruments and contracts that are derived from, or the value of which is related to, one or more underlying
securities, financial benchmarks, currencies or indices. Derivatives allow an investor to hedge or speculate upon the
price movements of a particular security, financial benchmark, currency or index at a fraction of the cost of investing
in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset.
Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such
asset. However, there are a number of other risks associated with derivatives trading. For example, because many
derivatives are “leveraged,” and thus provide significantly more market exposure than the money paid or deposited
when the transaction is entered into, a relatively small adverse market movement could not only result in the loss
of the entire investment but could also expose investors to the possibility of a loss exceeding the original amount
invested. Derivatives could also expose investors to liquidity risk (as there may not be a liquid market within which
to close or dispose of outstanding derivatives contracts) and to counterparty risk. The counterparty risk lies with
each party with whom an investor contracts for the purpose of making derivative investments (the “Counterparty”).
In the event of the Counterparty’s default, the investor will only rank as an unsecured creditor and risks the loss of
all or a portion of the amounts it is contractually entitled to receive.
Leverage. Subject to applicable margin and other limitations, an investor can borrow funds in order to make
additional investments and thereby increase both the possibility of gain and risk of loss. Consequently, the effect of
fluctuations in the market value of the investor’s portfolio would be amplified. Interest on borrowings will be an
expense to the investor. In addition, an investor could possibly create leverage via the use of instruments such as
options and other derivative instruments.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 10 of 25
Options. Investing in options can provide a greater opportunity for profit or risk of loss than an equivalent
investment in the underlying asset. The value of an option could decline because of a change in the value of the
underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the future
price behavior of the underlying asset, or any combination thereof. In the case of the purchase of an option, the risk
of loss of an entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a
wasting asset that could become worthless when the option expires. Where an option is written or granted (i.e.,
sold) uncovered, the seller could be liable to pay substantial additional margin, and the risk of loss is unlimited, as
the seller will be obligated to deliver, or take delivery of, an asset at a predetermined price that could, upon exercise
of the option, be significantly different from the market price of the asset.
Competitive Markets. The investments industries in general, and the markets in which the Firm intends to trade, are
extremely competitive. In pursuing its trading methods and strategies, the Firm could compete with investment
firms, including many of the larger investment advisory and private investment firms, as well as institutional
investors and, in certain circumstances, market-makers, banks and broker-dealers. In any given transaction,
investment and trading activity by other firms will tend to narrow the spread between the price at which a
commodity interest or investment could be purchased and the expected price received upon consummation of the
transaction.
Exchange Traded Funds and Other Similar Instruments. An exchange traded fund (ETF) is an investment company
that is registered under the Investment Company Act of 1940 (1940 Act) that holds a portfolio of securities designed
to track the performance of a particular index, sector, commodity or other asset. ETFs sell and redeem their shares
at net asset value in large blocks (typically 50,000 of their shares) called “creation units.” Shares representing
fractional interests in these creation units are listed for trading on national securities exchanges and can be
purchased and sold in the secondary market in lots of any size at any time during the trading day.
There are other instruments similar to ETFs that represent beneficial ownership interests in specific “baskets” of
securities of issuers within a particular industry sector or group. These other instruments could also be listed on
national securities exchanges and purchased and sold in the secondary market, but unlike ETFs, are not registered
as investment companies under the 1940 Act.
Investments in ETFs and similar instruments involve certain inherent risks generally associated with investments in
a broadly-based portfolio of securities including risks that the general market value of the portfolio’s holdings could
decline, thereby adversely affecting the value of each unit of the ETF or similar instrument. In addition, these
instruments may not fully replicate the performance of their benchmark because of the temporary unavailability of
certain benchmark-related securities in the secondary market or discrepancies between the instrument and its
benchmark with respect to the weighting of securities or number of securities held. Because ETFs and pools that
issue similar instruments bear various fees and expenses, investments in these instruments will involve certain
indirect costs, as well as transaction costs, such as brokerage commissions. Brasada considers the expenses
associated with an investment in determining whether to invest in an ETF or similar instrument.
Foreign Securities. Investments in foreign securities involve certain factors not typically associated with investing in
US securities, such as risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange
between the US dollar (the currency in which the books of an investor are maintained) and the various foreign
currencies in which the securities will be denominated, and costs associated with conversion of investment principal
and income from one currency into another; (ii) differences between the US and foreign securities markets, including
the absence of uniform accounting, auditing and financial reporting standards and practices and disclosure
requirements, and less government supervision and regulation; (iii) political, social or economic instability; and (iv)
the extension of credit, especially in the case of sovereign debt.
Prepayment/Call Risk. If interest rates fall, it is possible that issuers of debt securities with high interest rates will
prepay or call their securities before their maturity dates. In this event, the proceeds from the called securities
would likely be reinvested by the account(s) in securities bearing a new, lower interest rate, resulting in a possible
income decline in the account(s).
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 11 of 25
Credit Risk. Credit risk refers to the possibility that the issuer of a debt security will be unable to make interest
and/or principal payments when due, thereby causing a decrease in value to the issuer’s securities and lowering the
issuer’s credit rating.
High Yield Bond (Junk Bond) Risk. Junk bonds involve a greater risk of default or price changes due to changes in the
credit quality of the issuer. The values of junk bonds fluctuate more than those of high-quality bonds in response to
company, political, regulatory or economic developments. The value of junk bonds can decline significantly over
short periods of time.
Interest Rate Risk. Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely,
bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates
depending on their individual characteristics, including duration.
Municipal Securities Risk. Constitutional amendments, legislative enactments, executive orders, administrative
regulations, voter initiatives, and the issuer's regional economic conditions could affect a municipal security's value,
interest payments, repayment of principal and the account(s)’ ability to sell it. Failure of a municipal security issuer
to comply with applicable tax requirements could make income paid thereon taxable, resulting in a decline in the
security's value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate
the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal
or state tax status of municipal securities.
Reinvestment Risk. Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment)
will be reinvested in securities with a lower interest rate than on the original investment. Reinvestment risk is more
likely when interest rates are declining.
Potential Public Health Crisis. A public health crisis, pandemic, epidemic or outbreak of a contagious disease, such
as the outbreak of COVID-19 in 2020, could have an adverse impact on global, national and local economies, that in
turn could negatively impact Clients’ investments. Disruptions to commercial activity relating to the imposition of
quarantines or travel restrictions (or more generally, a failure of containment efforts) may adversely impact a
security’s value, including by delaying or causing supply chain disruptions or by causing staffing shortages for an
issuer. In addition, the imposition of travel restrictions may impact the ability of the Firm’s personnel to travel in
connection with potential or existing Client investments, which could negatively impact the ability of the Firm to
effectively identify, monitor, operate and/or dispose of investments. Finally, the outbreak of COVID-19 did
contribute to volatility in financial markets, including changes in interest rates. While the 2020 COVID-19 outbreak
currently appears to be under control, with commercial and financial activities having returned to more normal pre-
pandemic levels, future public health crises could once again reduce the availability of debt financing for an issuer
and potential purchasers of an issuer’s investments, which could have a material and adverse impact on a Client’s
investment returns. The impact of a public health crisis such as COVID-19 (or any future pandemic, epidemic or
outbreak of a contagious disease) is difficult to predict, which presents material uncertainty and risk with respect to
an issuer’s performance.
Force Majeure. Advisory Clients' investments may be affected by force majeure events (i.e. events beyond the
control of the party claiming that the event has occurred, including without limitation, acts of God, fire, flood,
earthquakes, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of
technology, defective design and/or construction, accidents, demographic changes, government macroeconomic
policies, or social instability). Some force majeure events may adversely affect the ability of any such parties to
perform their obligations until they are able to remedy the force majeure event. These risks could, among other
effects, adversely impact the cash flows available from an issuer, cause personal injury or loss of life, damage
property, or instigate disruptions of service. Force majeure events that are incapable of or are too costly to cure
may have a permanent adverse effect on an issuer. Certain force majeure events (such as war) could have a broader
negative impact on the world economy and international business activity generally.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 12 of 25
Failure of Counterparties to Perform Obligations. In its ordinary course of business, Brasada relies on various
counterparties that include, but are not limited to, brokers, dealers, banks, custodians, and administrators
(“Counterparties”). These Counterparties that Brasada does business with on behalf of its clients or the Fund, may,
from time to time, default on their obligations with or without notice. Such defaults include, but are not limited to,
a Counterparty’s bankruptcy, insolvency, or other failure. A Counterparty’s default on its obligations may impact
the Advisor’s or the Fund’s ability to conduct its business in the ordinary course. There is a risk of loss of assets on
deposit at the Counterparty. Although government agencies or other organizations provide insurance coverage to
depositors in the event of a Counterparty failure, coverage is limited to a specified amount and subject to rules and
regulations. Prior events where a government agency or other organization stepped in to make depositors whole
over their excess deposits at select Counterparties, that may or may not have a current or prior relationship with the
Advisor or the Fund, should not be construed as a guarantee that such action will be taken in the future. There is no
guarantee that any excess deposits are recoverable. In the event of a Counterparty’s default, Brasada will work
diligently to access its capital and take actions it deems appropriate while acting in the best interest of the Clients
and the Fund. However, Brasada’s access to capital is subject to a variety of external factors outside of the Advisor’s
control, including the timing of default, a government agency’s or other organization’s actions, including the timing
of the Counterparty’s closure, ability to liquidate the Counterparty’s assets, or to effect the Counterparty’s sale or
dissolution, unforeseeable economic factors or market conditions, and the Counterparty’s technology infrastructure
operating as intended to facilitate access. Furthermore, the Advisor’s ability to access capital may have an impact
on the Advisor’s and the Fund’s ability to conduct operations in the normal course including, but not limited to
paying expenses, funding investment opportunities resulting in delayed or missed opportunities, and calling capital
from or making distributions to limited partners. Deposits concentrated at one or a limited number of
Counterparties may amplify these risks.
More information about investment risks involved with the Fund can be found in the Fund’s offering documents.
C. Risks Associated with Particular Types of Securities
In general, Brasada does not primarily recommend a particular type of security for the Fund or Separate Accounts.
Brasada’s Sub-Advised Accounts currently invest substantially in municipal bonds. Risks associated with investments
in municipal bonds are outlined above in Item 8.B.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 13 of 25
Item 9 – Disciplinary Information
There have been no legal or disciplinary events affecting Brasada or its employees that are material to the evaluation
of Brasada by a Client or prospective client.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 14 of 25
Item 10 – Other Financial Industry Activities and Affiliations
A. Broker-Dealer Registration
Neither Brasada nor any of its management persons are registered or have an application pending to register as a
broker-dealer or a registered representative of a broker-dealer.
B. Futures Commission, Commodity Pool Operator or Commodity Trading Adviser Registration
Neither Brasada nor any of its management persons are registered or have an application pending to register as a
futures commission merchant, commodity pool operator, a commodity trading adviser or any other position with
the foregoing entities.
C. Material Relationships or Arrangements
As noted in Item 5 above, the Fund’s General Partner is an affiliate of the Firm. Since the General Partner is entitled
to receive a performance allocation from the Fund, this could create an incentive for the Firm to make investments
that are riskier or more speculative than would be the case if such an arrangement was not in effect. However, as
noted in Item 11 below, the Firm has adopted a written Code of Ethics that contains policies and procedures to
address conflicts of interest. Under such policies and procedures, the Firm is required to make investment decisions
for the Fund in a manner that is consistent with its fiduciary duties to the Fund. Additionally, the affiliation and
possible conflicts of interest are discussed with prospective investors prior to their investment in the Fund.
Additionally, Brasada Advisors, LLC serves as the general partner to both Brasada Capital Partners, LP (the General
Partner of the Fund) and Brasada. Brasada Advisors, LLC does not receive any advisory fees from the Clients and
only serves in the capacity mentioned above. As such, the relationship does not create a material conflict of interest
with the Firm or its advisory Clients.
D. Recommendation or Selection of Other Advisors
Brasada does not recommend or select other investment advisors for its Clients, nor does it have any business
relationships with any advisors that might create a material conflict of interest.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 15 of 25
Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading
A. Code of Ethics
Brasada has adopted a written Code of Ethics designed to mitigate and avoid material conflicts of interest as required
under Rule 204A-1 of the Advisers Act.
The following basic principles guide all aspects of Brasada’s business and represent the minimum standards to which
Brasada expects employees to adhere:
1. The interests of Brasada’s Clients will come before employees’ personal interests, except when employee Clients
are receiving the same investment advice as Brasada’s Clients, subject to any further provisions set forth in a
Client’s offering documents;
2. Brasada will fully disclose all material facts about conflicts of which it is aware between the Firm and its
employees’ interests on the one hand and Clients’ interests on the other;
3. Employees will operate on Brasada’s and their own behalf consistently with Brasada’s disclosures to and
arrangements with Clients regarding conflicts and its efforts to manage the impacts of those conflicts;
4. Brasada and its employees will not take inappropriate advantage of the Firm or their positions of trust with or
responsibility to its Clients;
5. Brasada and its employees will always comply with all applicable securities laws.
It is each employee’s duty to consider and adhere to these principles in all of his or her activities that involve Brasada
and its Clients and to report to the CCO any activities he or she believes may constitute or involve a violation of any
law or any provision of this Code.
If requested, Brasada will provide at no cost a copy of its Code of Ethics to Clients or prospective clients.
B. Financial Interest in Client Transactions
Brasada has a material financial interest in the success of the Fund since it receives a management fee and is entitled
to an annual profit-based allocation from the Fund, as described in Item 5, above. As such, Brasada acknowledges
such financial interest when it recommends securities to its other Clients or engages in trades of such securities for
Client accounts (including employee-Clients). Aside from the aforementioned interest in the Fund, Brasada does not
have a direct material interest in any securities purchased or sold for any Client accounts. If a material interest
situation occurred, the proposed transaction would be reviewed and allowed only if it would be in the best interests
of the Clients and if it did not violate any laws or create an appearance of impropriety. Brasada acknowledges that
non-Client employees could also trade in securities as other Client accounts, but only in accordance with the Firm’s
Code of Ethics that provides for such trading so long as all Client trades for any given day have been fully executed
and the size of the employee trade cannot materially affect the value of such security. Brasada has personal trading
policies in place in its Code of Ethics, including a blackout period and front running prohibition, to address and
mitigate conflicts of interest.
C. Employee Interest in Securities Recommended to Clients
Brasada and its employees do have interests in securities that are recommended to Clients, as they often invest in
securities alongside Client accounts. Brasada could purchase or sell securities of an issuer for its Clients, in which
Brasada or its employees also have a position or interest. Brasada’s Code of Ethics contains policies and procedures
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 16 of 25
that seek to ensure that all personal securities trading by Brasada’s employees are conducted in such a manner as
to avoid and mitigate conflicts of interest or any abuse of an individual’s position of trust and responsibility. All
personal securities transactions by employees must be conducted in accordance with the requirements of Brasada’s
Code of Ethics. Among other things, Brasada’s policies require that certain personal securities transactions by
employees be approved in advance by Brasada’s compliance department. Employees must report certain personal
securities holdings upon their employment with Brasada and periodically thereafter, and arrange for certain
duplicate confirmations and account statements to be sent to Brasada’s compliance department.
Brasada requires pre-clearance before purchasing an IPO or limited offering (i.e., private placement); requires
periodic reporting of personal securities transactions and all holdings; places other restrictions on employee
personal trading; and requires prompt internal reporting of Code violations. Brasada endeavors to maintain current
and accurate records of all personal securities accounts of its employees in an effort to monitor all such activity.
D. Conflicts of Interest Between Employee and Client Trades
Brasada and its employees can invest in securities in which Brasada has invested Clients’ assets, but only if those
securities are permitted by Brasada’s policies and procedures and pre-cleared in those instances required by these
policies. However, those policies and procedures include a number of exemptions in which pre-clearance is not
required. Before approving a proposed employee transaction that requires pre-clearance, some of the factors that
are reviewed include:
• Whether the transaction represents an investment opportunity that should be offered to the
Firm’s Client accounts (that could include employee Client accounts) before employees take
advantage of it;
• Whether the transaction involves a security that is being bought or sold for Clients or is being
considered for purchase or sale on behalf of Clients;
• Whether the transaction might create an appearance of impropriety.
If a conflict arises, Brasada makes decisions in the best interest of its Clients (that could include employee Clients)
over itself or any related persons.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 17 of 25
Item 12 – Brokerage Practices
A. Broker Selection
Brasada selects brokers for its direct securities transactions based on a number of factors, including the following:
the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or
commission, if any); the operational efficiency with which transactions are effected, taking into account the size of
the order and difficulty of execution; the financial strength, integrity and stability of the broker; the broker’s risk in
positioning a block of securities; the quality, comprehensiveness and frequency of available research services and
other services considered by Brasada to be of value; and the competitiveness of commission rates in comparison
with other brokers satisfying Brasada’s other selection criteria.
Research and Other Soft Dollar Benefits: The term “soft dollars” refers to the receipt by an advisor of products and
services provided by brokers, without any cash payment by the advisor, usually based on the volume of revenues
generated from brokerage commissions for transactions executed for clients of the advisor, but not always. Such
research services include both services generated internally by a broker’s own research staff and services obtained
from a third-party research firm. Research includes reports and analyses concerning specific issuers, industries or
sectors; market, financial and economic forecasts and other data; and statistics and pricing services. It can also
include hardware, software, databases, and tele-communications services, equipment and facilities that are used by
Brasada for research purposes. Section 28(e) of the Exchange Act provides a “safe harbor” to advisors who use soft
dollars generated by their advised accounts to obtain investment research and brokerage services that provide
lawful and appropriate assistance to the advisor in the performance of investment decision-making responsibilities.
It is the policy of Brasada to limit such use of soft dollars to fall within the safe harbor of Section 28(e) of the Exchange
Act or otherwise reasonably related to the investment decision-making process.
During Brasada’s last fiscal year, designated transactions executed through the Fund’s prime broker generated the
soft dollar benefits that Brasada received.
Research services provided to the Fund or to Brasada by brokers are available for the general benefit of all Client
accounts advised by the Firm. Brasada believes that these research products and services are valuable in
supplementing their own research and analysis, and that they improve the quality of the investment advice provided
to all Client accounts. Only those research products and services that are beneficial to the Fund will be paid for using
soft dollars generated by the Fund. Fees for any non-Fund related research products and services will be paid for by
Brasada.
Additionally, Brasada recognizes that there are additional secondary soft dollar benefits made available by a Client’s
custodian including other products and services that benefit Brasada but may not necessarily benefit Clients’
accounts. These benefits could include national, regional or specific to Brasada, educational events organized and/or
sponsored by a Custodian. Other potential benefits could include occasional business entertainment of Brasada
personnel by a vendor’s personnel, including meals, invitations to sporting events, including golf tournaments, and
other forms of entertainment, some that could accompany educational opportunities. Other products and services
can assist Brasada in managing and administering Clients’ accounts. These include software and other technology
(and related technological training) that provide access to Client account data (such as trade confirmations and
account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple Client
accounts), provide research, pricing information and other market data, facilitate payment of Brasada’s fees from
its Clients’ accounts, and assist with back-office training and support functions, recordkeeping and Client reporting.
Many of these services generally can be used to service all or some substantial number of Brasada’s Client accounts,
including accounts not maintained at the Custodian providing such services. Client custodians can also make
available to Brasada other services intended to help Brasada manage and further develop its business enterprise.
These services could include professional compliance, legal and business consulting, publications and conferences
on practice management, information technology, business succession, regulatory compliance, employee benefits
providers, human capital consultants, insurance and marketing. In addition, a Client custodian can make available,
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 18 of 25
arrange and/or pay vendors for these types of services rendered to Brasada by independent third-parties. Client
custodians could discount or waive fees they would otherwise charge for some of these services or pay all or a part
of the fees of a third-party providing these services to Brasada. While, as a fiduciary, Brasada endeavors to act in its
Clients’ best interests, Brasada’s recommendation/requirement that Clients maintain their assets in accounts at a
specific custodian may be based in part on the availability of some of the foregoing products and services and other
arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by such
Custodian, which could create a conflict of interest.
To the extent that brokers provide Fund-related research products and services to Brasada, the Firm is relieved of
expenses that it might otherwise bear, and this could be construed as a possible conflict of interest.
Brokerage for Client Referrals: Brasada does recommend particular brokerages to its Clients. The preferred
brokerages offer benefits to Brasada due to the ease of utilizing the administrative services associated with it.
Directed Brokerage: Brasada has no affiliation with any broker-dealer. Brasada does not formally recommend,
request or require any Client choose a particular custodian.
Understanding that directed brokerage could be unable to achieve the most favorable executions, Brasada’s Sub-
Advised and Separate Account Clients can still instruct Brasada to direct brokerage on a case-by-case basis.
In the event of a bond trade, the Separate Accounts can execute the trade as a “Trade Away Trade,” which allows
Brasada to buy or sell the bond with a broker of its choosing. Such transactions benefit the Client by providing a
larger pool of investment opportunities. The bonds are then delivered to/from the Client’s original custodial
account. Trade Away Trades usually incur a custodian fee.
B. Order Aggregation
The purchases and sales of securities for the Fund are run independently from Brasada’s other Clients and are not
aggregated with any of the other Client accounts.
Trades in Brasada’s Sub-Advised Accounts with the same investment strategies and objectives are aggregated and
allocated on a pro rata basis based on the size of the accounts’ assets and available investable cash.
When possible, trades in Brasada’s Separate Accounts are aggregated and allocated using a fair and equitable
method.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 19 of 25
Item 13 – Review of Accounts
Brasada reviews all Client accounts on a regular basis. Such reviews involve performance and risk analysis and can
result in portfolio rebalancing to meet the Clients’ investment objectives.
The Client accounts could be reviewed more frequently if triggered by changes in the market or significant changes
in the portfolio assets.
The Fund’s investors receive monthly statements from the Fund’s independent administrator. Brasada’s Separate
Account clients have on-line custodian access to all account details, transactions and other portfolio data on a daily
basis and receive monthly statements from the custodian. Separate Account clients also receive portfolio
statements from Brasada at least quarterly. The unaffiliated advisor(s) of Brasada’s Sub-Advised Accounts provide
their own reports to their client(s).
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 20 of 25
Item 14 – Client Referrals and Other Compensation
Brasada does not receive any economic benefit, including sales awards or prizes, from any third-party for providing
advisory services to its Clients.
Currently, neither Brasada nor its related persons directly or indirectly compensate any person who is not advisory
personnel for Client referrals. If in the future Brasada enters into such arrangements, this Brochure will be
appropriately amended.
_____________________________________________________________________________________
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 21 of 25
Item 15 – Custody
The Fund engages an independent broker-dealer/custodian to custody and maintain its account. Investors in the
Fund receive monthly statements from an independent administrator and the Fund’s annual audited financial
statements within 120 days following the end of its fiscal year. Investors in the Fund should review all statements
carefully.
Sub-Advised Accounts engage independent broker-dealers/custodian to custody and maintain their clients’
accounts. Brasada does not have physical custody or access to the unaffiliated advisor’s client assets, monies, or
securities. Clients receive and/or have access to account statements directly from the broker-dealers/custodians.
Separate Accounts engage an independent broker-dealer/custodian to custody and maintain their accounts.
Brasada does not have physical custody or access to clients’ assets, monies, or securities. Clients receive and/or
have access to account statements directly from the custodian.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 22 of 25
Item 16 – Investment Discretion
Brasada accepts discretionary authority to manage investments on behalf of its Clients. This authority is outlined in
each Client’s offering documents or investment management agreement. As stated in Item 4.C., Fund investors
cannot impose restrictions on investing in certain securities or types of securities. Sub-Advised and Separate Account
Clients can impose restrictions on investments in certain securities or types of securities. Any restrictions would
initially be outlined in the Clients’ investment management agreements with Brasada.
_____________________________________________________________________________________
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 23 of 25
Item 17 – Voting Client Securities
Brasada treats voting rights of securities held by its Clients in a manner that is in the Client’s best interest; first
determining whether to exercise the Client’s voting rights with respect to a specific security, and secondly, evaluating
the matters on which a vote is solicited, in light of the Client’s investment objectives for that security. Some factors
used in determining whether or not to exercise voting rights include:
Holding Period of Positions. The extent to which securities are purchased to take advantage of short-term market
opportunities vs. the possibility for long-term appreciation.
Economic Value of Positions. The magnitude of the value of the Client’s economic interest in the proposal or in the
value of the portfolio holding relative to the overall portfolio.
Cost of Voting. Whether the cost of voting on a proposal (e.g., required in-person voting in a distant location) would
likely exceed the value of any anticipated benefits of approving or defeating the proposal.
Impracticability. Whether the timing of receipt and/or the mechanics of voting make it impracticable to vote.
Other factors that are relevant to the Client accounts can be taken into consideration as well.
The PM will make all determinations as to how to vote proxies related to securities in his Clients’ account(s), as long
as he or she is not aware of any conflicts of interest in connection with any of the proxy voting determinations being
submitted. If conflicts of interest do exist, the PM will consult with the principals of Brasada to decide on that
particular vote. Examples of conflicts of interest include:
• Voting in accordance with the PM’s recommendation where the proxy company or one of its
affiliates has a relationship with Brasada or an investment in any product managed by Brasada.
• Brasada having a material business relationship with a proponent of a proxy proposal, participants
in a proxy contest or directors/nominee directors of a portfolio company.
• An employee of Brasada having a personal interest in the outcome of a particular proxy proposal.
Brasada’s proxy policy is available to Clients upon request. Further, Clients can also request a record of how proxies
have been voted on their behalf.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 24 of 25
Item 18 – Financial Information
Brasada does not solicit prepayment of management fees from Clients.
Registered investment advisors are required in this Item to provide clients with certain information or disclosures
about Brasada’s financial condition. Brasada has not been the subject of a bankruptcy proceeding.
February 2026
Form ADV Part 2A
Client Brochure
Brasada Capital Management, LP
Page 25 of 25