Introduction

The Capital Return Group (CRG) is committed to conducting its business with integrity, honesty, and in compliance with all applicable laws, rules, and regulations. Upholding high ethical standards is essential to maintaining the trust and confidence of our clients, employees, partners, and stakeholders. This Code of Business Ethics outlines the principles and guidelines that govern the conduct of CRG's directors, officers, employees, and agents in carrying out their responsibilities and duties.

1. Compliance with Laws, Rules and Regulations

CRG is dedicated to full compliance with all laws, rules, and regulations applicable to its operations in all jurisdictions where it conducts business. Directors, officers, employees, and agents must familiarize themselves with and adhere to these legal requirements, ensuring that their actions are lawful and ethical at all times.

2. Conflicts of Interest

Directors, officers, employees, and agents must avoid conflicts of interest between their personal, professional, and financial interests and those of CRG. Any actual or potential conflicts of interest must be disclosed promptly and resolved in a manner that prioritizes CRG's interests and preserves its integrity.

3. Insider Trading

Insider trading, the unauthorized disclosure or use of confidential or non-public information for personal gain or to benefit others, is strictly prohibited. Directors, officers, employees, and agents must refrain from engaging in insider trading activities and must comply with all insider trading laws and regulations.

4. Corporate Opportunities

Directors, officers, employees, and agents owe a duty to CRG to advance its interests. They must not take personal advantage of opportunities that rightfully belong to CRG or compete unfairly with CRG. Any business opportunities discovered in the course of employment with CRG must be promptly disclosed to CRG and pursued only with its explicit consent.

5. Competition and Fair Dealing

CRG is committed to fair competition and conducting its business ethically and transparently. Directors, officers, employees, and agents must avoid engaging in anti-competitive practices, including price-fixing, bid-rigging, and other forms of collusion. All business dealings must be conducted with honesty, integrity, and respect for fair competition principles.

6. Discrimination and Harassment

CRG is committed to providing a work environment free from discrimination, harassment, and retaliation. Directors, officers, employees, and agents must treat others with respect and dignity, valuing diversity and fostering an inclusive workplace culture where all individuals are treated fairly and equitably.

7. Health and Safety

CRG prioritizes the health, safety, and well-being of its employees, clients, and stakeholders. Directors, officers, employees, and agents must comply with all health and safety regulations and procedures, taking appropriate measures to prevent accidents, injuries, and occupational hazards in the workplace.

8. Record-Keeping

Accurate and reliable record-keeping is essential to CRG's transparency, accountability, and compliance efforts. Directors, officers, employees, and agents must maintain complete, accurate, and timely records of all business transactions, financial activities, and other relevant information in accordance with CRG's policies and applicable legal requirements.

9. Confidentiality

Directors, officers, employees, and agents may have access to confidential, proprietary, or sensitive information about CRG, its clients, and its business partners. They must maintain the confidentiality of such information and refrain from disclosing or using it for unauthorized purposes, both during and after their tenure with CRG.

10. Data Protection and Privacy

CRG is committed to protecting the privacy and security of personal and sensitive information entrusted to it by its clients, employees, and stakeholders. Directors, officers, employees, and agents must comply with all data protection and privacy laws and regulations, safeguarding confidential information from unauthorized access, use, or disclosure.

11. Protection and Proper Use of Company Assets

Directors, officers, employees, and agents must use CRG's assets, resources, and facilities responsibly and for legitimate business purposes only. They must protect CRG's property from loss, damage, theft, or misuse and must not use CRG's assets for personal gain or unauthorized activities.

12. Payments to Government Personnel

CRG strictly prohibits bribery, corruption, and improper payments to government officials or public servants, whether directly or indirectly. Directors, officers, employees, and agents must comply with all anti-corruption laws and regulations and refrain from offering, soliciting, or accepting bribes or kickbacks in any form.

13. Waivers of the Code of Business Conduct and Ethics

Any waivers of this Code of Business Ethics for directors, officers, employees, or agents must be approved by CRG's Board of Directors or its designated committee. Waivers will be granted only in exceptional circumstances and must be disclosed promptly to CRG's stakeholders as required by law.

14. Reporting any Illegal or Unethical Behavior

Directors, officers, employees, and agents have a responsibility to report any suspected or actual illegal or unethical behavior, violations of this Code, or other misconduct to CRG's Compliance Officer, Human Resources, or through CRG's confidential reporting channels. Retaliation against individuals who make good-faith reports is strictly prohibited.

15. Compliance Procedures

CRG will establish and maintain effective compliance procedures, training programs, and internal controls to ensure awareness and adherence to this Code of Business Ethics. Directors, officers, employees, and agents must participate in ongoing compliance training and comply with CRG's compliance policies and procedures.

16. CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

In addition to the foregoing principles, CRG's CEO and senior financial officers must adhere to a separate Code of Ethics governing their conduct, financial reporting responsibilities, and relationships with external auditors, as required by applicable laws and regulations.

This Code of Business Ethics reflects CRG's commitment to integrity, transparency, and ethical conduct in all aspects of its business operations. Directors, officers, employees, and agents are expected to uphold these principles and act with honesty, fairness, and integrity in all their dealings on behalf of CRG.

Approved by CRG's Board of Directors on Mar 22, 2025.