Business Conduct and Ethics
Revised: September 10, 2025
1. Scope
This Code applies to all directors, officers, and employees of BFA HOLDINGS MGMT INC. ("BFA Holdings"), as well as those of each of its subsidiaries ("Covered Persons"). Together, they are referred to as the “Company.”
2. Purpose
BFA Holdings is committed to upholding excellence in business ethics and personal integrity. The purpose of this Code is to:
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Highlight the Company’s commitment to ethical conduct and compliance with applicable laws.
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Define core standards of behavior for all Covered Persons.
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Establish clear channels for reporting suspected ethical or legal violations.
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Support systems to prevent misconduct and promote accountability.
When facing difficult decisions, Covered Persons should always act in a way they’d be comfortable seeing reported publicly—talking only about what they would stand by.
3. Key Ethical Standards
3.1 Conflicts of Interest
Avoid situations where personal interests interfere with Company interests. Disclose any potential conflict (e.g., personal investments, outside business relationships) to a supervisor or the designated compliance officer.
3.2 Corporate Opportunities
Do not use Company property, information, or position for personal benefit. Opportunities discovered in connection with your role belong to BFA Holdings unless explicitly waived by the Board.
3.3 Fair Dealing & Confidentiality
Conduct all interactions with honesty and respect. Protect confidential information—even after leaving the Company—and never share proprietary data or confidential business strategies without authorization.
3.4 Compliance with Laws
Abide by all applicable laws, regulations, and Company policies in every jurisdiction where we operate.
3.5 Gifts & Entertainment
Modest and reasonable gifts or hospitality are allowed when appropriate—but they must be open, lawful, and not create even an appearance of impropriety.
4. Reporting & Accountability
4.1 Reporting Violations
If you suspect a violation of this Code, report it promptly to your manager, HR, or the Compliance Officer. Anonymous reporting is permitted and encouraged if preferred.
4.2 No Retaliation
Good-faith reports of misconduct are protected. Retaliation against individuals who report sincerely is strictly prohibited and will result in disciplinary action, up to and including termination.
4.3 Accountability for Breaches
Violations of this Code—or attempts to cover them up—can result in severe corrective measures, up to and including termination and legal action.
5. Administration
5.1 Compliance Leadership
A designated Compliance Officer (or team) will manage this Code, handle reporting, and oversee investigations. They are the point of contact for ethical or compliance questions.
5.2 Acknowledgment
All Covered Persons should read this Code regularly and confirm their understanding. Policy education and updates occur periodically.
5.3 Periodic Review
This Code will be reviewed and updated annually by BFA Holdings’ leadership to ensure ongoing relevance and alignment with legal, business, and cultural standards.
6. Closing Principle
Our long-term focus and legacy orientation depend on unwavering integrity. Every leader, employee, and director must uphold these standards to preserve the trust that fuels BFA Holdings’ growth and enduring purpose.