1. Introduction

Bay Capital Partners UK Ltd. (“Bay Capital,” “we,” “us”) is committed to the highest standards of ethical behaviour and professionalism. Our Code of Conduct sets out the minimum standards of integrity, competence, transparency, and respect expected of all employees, directors, contractors, and representatives in carrying out their duties. Compliance with this Code is essential to maintain trust with our clients, regulators, and stakeholders and to operate in accordance with UK laws and Financial Conduct Authority (FCA) regulations.

2. Purpose

• The purpose of this Code is to:
• Promote a culture of integrity, accountability, and fairness
• Ensure compliance with legal and regulatory obligations, including the FCA’s Conduct Rules
• Define behavioural standards that support professionalism and ethical conduct
• Protect Bay Capital’s reputation and the interests of its clients and the wider public

3. Scope

This Code applies to all Bay Capital employees, officers, directors, contractors, consultants, and others acting on behalf of Bay Capital, regardless of location or role.

4. Key Conduct Principles

4.1 Integrity

• Act honestly and transparently in all professional interactions
• Avoid conflicts of interest and disclose any potential conflicts promptly
• Do not engage in fraudulent, misleading, or deceptive practices

4.2 Due Skill, Care, and Diligence

• Perform roles competently, keeping skills and knowledge up to date
• Exercise sound judgement and take responsibility for decisions
• Ensure all advice and services meet appropriate standards and client needs

4.3 Cooperation with Regulators

• Be open, transparent, and cooperative with the FCA and other regulatory bodies
• Promptly report any breaches or concerns in line with internal and regulatory requirements

4.4 Treating Customers Fairly

• Put the interests of clients at the forefront
• Provide clear, accurate, and timely information
• Avoid unfair treatment, bias, or discrimination

4.5 Market Conduct

• Adhere to proper market conduct, avoiding manipulation or misuse of information
• Respect confidentiality and protect client and firm information

5. Responsibilities

Managers and senior leaders are responsible for promoting compliance with this Code and setting a positive example

Employees must read, understand, and comply with the Code, raising concerns where behaviour is inconsistent with its
principles

Training and support will be provided to ensure understanding of obligations under this Code and applicable regulations

6. Reporting Misconduct

Bay Capital encourages the prompt reporting of any breaches or unethical conduct through established channels, including whistleblowing procedures. Retaliation against individuals reporting wrongdoing in good faith will not be tolerated.

7. Non-Compliance and Disciplinary Action

Failure to comply with this Code may result in disciplinary action up to and including termination of employment or contractual engagement. Serious breaches may be reported to regulatory authorities as required by law.

8. Review

This Code of Conduct will be reviewed annually or as necessary to align with new laws, regulations, and best practices.

By abiding by this Code, Bay Capital Partners UK Ltd. commits to fostering a culture of ethical conduct, professionalism, and accountability.