Bay Hills Capital Management, LLC

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Item 11.H. of Part
1A or Item 2.F. of Part 1B of Form ADV.
Civil Judicial
Check Part 1A item(s) being responded to:
11.H(1)(a)
11.H(1)(b)
11.H(1)(c)
11.H(2)
Check Part 1B item(s) being responded to:
2.F(1)
2.F(2)
2.F(3)
2.F(4)
2.F(5)
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the
same event. Unrelated civil judicial actions must be reported on separate DRPs.

PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
BAY HILLS EMERGING
PARTNERS GP I, LLC
(For individuals, Last, First,
Middle)
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
BAY HILLS EMERGING
PARTNERS GP II, LLC
(For individuals, Last, First,
Middle)
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
BAY HILLS EMERGING
PARTNERS GP II-B, LLC
(For individuals, Last, First,
Middle)
CRD
Number:
4509458
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
MANSBRIDGE, LANCE, DAVID
(For individuals, Last, First,
Middle)
CRD
Number:
This advisory affiliate is 
a Firm
an Individual
Registered:
Yes
No
Name:
BAY HILLS EMERGING
PARTNERS GP III, LLC
(For individuals, Last, First,
Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.H.
(1)(a), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No

NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.) 
KENTUCKY RETIREMENT SYSTEMS, AS A PRIVATE PLAINTIFF
2.
Principal Relief Sought:
Money Damages (Private/Civil Complaint)
Other Relief Sought: 
INJUNCTION AND DECLARATORY JUDGMENT REMOVING BHEP GP I, LLC, BHEP GP II, LLC, BHEP GP II-B, LLC AND BHEP GP III, LLC AS THE GENERAL
PARTNER OF THE INVESTMENT FUNDS FOR WHICH THEY RESPECTIVELY SERVE AS GENERAL PARTNER.
3.
Filing Date of Court Action (MM/DD/YYYY):
04/10/2018
 Exact
 Explanation
If not exact, provide explanation:
4.
Principal Product Type:
Other
Other Product Types: 
INVESTMENTS IN PRIVATE FUNDS.
5.
Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case
Number): 
THE CASE WAS REMANDED BACK TO THE COUNTY OF FRANKLIN CIRCUIT COURT CASE NO. 18-CI-00377 AND WILL PROCEED THERE.
6.
Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable): 
7.
Describe the allegations related to this civil action (your response must fit within the space provided): 
PLAINTIFF KENTUCKY RETIREMENT SYSTEMS ("KRS") IS AN INVESTOR IN FOUR FUND VEHICLES (THE "FUNDS") MANAGED BY BAY HILLS CAPITAL
MANAGEMENT, LLC AND ITS AFFILIATES (COLLECTIVELY, "BAY HILLS"). AMONG OTHER THINGS, KRS ALLEGES THAT BAY HILLS (I) MISCALCULATED
CARRIED INTEREST, (II) MISCHARGED EXPENSES, (III) INADEQUATELY COMPLIED WITH FUND DISSOLUTION REQUIREMENTS, (IV) IMPROPERLY
RETAINED TAX ADVANCES, AND (V) IMPROPERLY RECEIVED MANAGEMENT FEES. KRS FURTHER ALLEGES THAT THESE ALLEGED ACTIONS CONSTITUTE,
AMONG OTHER THINGS GROSS NEGLIGENCE, VIOLATION OF THE INVESTMENT ADVISERS ACT OF 1940, BREACH OF FIDUCIARY DUTY, BREACH OF
CONTRACT, AND FRAUD. BAY HILLS DISPUTES THESE ALLEGATIONS AND HAS FILED COUNTERCLAIMS AGAINST KRS FOR BREACH OF CONTRACT AND
BAD FAITH AND IS SEEKING MONETARY DAMAGES, EQUITABLE RELIEF AND A DECLARATORY JUDGMENT.
8.
Current Status? 
 Pending
 On Appeal
 Final
9.
If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY): 
10. If pending, date notice/process was served (MM/DD/YYYY):
04/11/2018
 Exact
 Explanation
If not exact, provide explanation:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved:
Settled
12. Resolution Date (MM/DD/YYYY): 
03/28/2025
 Exact
 Explanation
If not exact, provide explanation:
13. Resolution Detail:
A.  Were any of the following Sanctions Ordered or Relief Granted(check appropriate items)?
Monetary/Fine Amount: $
Revocation/Expulsion/Denial
Disgorgement/Restitution
Censure
Cease and Desist/Injunction
Bar
Suspension
B.
Other Sanctions:
N/A
C.
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,

disgorgement, or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived:
N/A
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must
fit within the space provided). 
PLAINTIFF KRS AND DEFENDANTS BAY HILLS ARE ENGAGED IN LITIGATION PENDING IN THE COMMONWEALTH OF KENTUCKY REGARDING FOUR FUNDS.
KRS IS THE SOLE LIMITED PARTNER OF THOSE FUNDS, WHILE BAY HILLS IS THE SOLE GENERAL PARTNER OF THOSE FUNDS. THE ALLEGATIONS MADE
BY PLAINTIFF KRS ARE SUMMARIZED ABOVE IN RESPONSE TO QUESTION 7 TO THIS DRP. THROUGH ITS LAWSUIT, KRS IS SEEKING, AMONG OTHER
THINGS, TO REMOVE BAY HILLS AS GENERAL PARTNER OF THE FUNDS. KRS IS SEEKING SUCH RELIEF DESPITE THE FACT THAT THE FUNDS HAVE
REALIZED EXTRAORDINARY RETURNS UNDER BAY HILLS' MANAGEMENT. BAY HILLS DISPUTES KRS'S ALLEGATIONS, IS DEFENDING ITSELF VIGOROUSLY
IN THIS LAWSUIT AND HAS FILED COUNTERCLAIMS SEEKING ITS OWN RELIEF. BAY HILLS CURRENTLY REMAINS THE GENERAL PARTNER OF THE FUNDS.