EX-99.CODE ETH
UBS FINANCIAL SERVICES INC. ALTERNATIVE INVESTMENT GROUP
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (the "Code") for the UBS Financial Services Inc.
Alternative Investment Group investment companies (each, a "Fund") applies to
each Fund's Principal Executive Officer and Principal Accounting Officer and
other persons performing similar functions, each of whom is listed on Exhibit A
(the "Covered Officers"), for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that the Fund files with, or submits to, the Securities
and Exchange Commission (the "SEC") and in other public communications
made by the Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the Fund.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his family, receives improper personal benefits as a result of his
position with the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and the Investment Advisers Act of 1940, as amended (the
"Investment Advisers Act"). For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or
other property) with the Fund because of their status as "affiliated persons" of
the Fund. Policies and procedures applicable to the Fund and the Fund's
investment adviser (collectively, the "Adviser") are designed to prevent, or
identify and correct, violations of these provisions. The
Code does not, and is not intended to, repeat or replace these programs and
procedures, and the circumstances they cover fall outside of the parameters of
the Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Fund and the Adviser of which the Covered Officers are also officers
or employees. As a result, the Code recognizes that the Covered Officers, in the
ordinary course of their duties (whether formally for the Fund or for the
Adviser, or for both), will be involved in establishing policies and
implementing decisions that will have different effects on the Adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the Adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Fund and, if addressed in conformity with the provisions of the
Investment Company Act and the Investment Advisers Act, will be deemed to have
been handled ethically. In addition, it is recognized by the Fund's Board that
the Covered Officers also may be officers or employees of one or more other
investment companies covered by this or other codes of ethics.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. Covered Officers should keep in mind that
the Code cannot cover every possible scenario. The overarching principle of the
Code is that the personal interest of a Covered Officer should not be placed
improperly before the interest of the Fund.
Each Covered Officer must:
o not use his personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by the Fund whereby the Covered Officer would benefit
personally to the detriment of the Fund;
o not cause the Fund to take action, or fail to take action, for
the individual personal benefit of the Covered Officer rather
than the benefit of the Fund;
o not use material non-public knowledge of portfolio transactions
made or contemplated for the Fund to trade personally or cause
others to trade personally in contemplation of the market effect
of such transactions; and
o not retaliate against any employee or Covered Officer for reports
of potential violations that are made in good faith.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Fund;
o each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Fund to others, whether
within or outside the Fund, including to the Fund's Board members
and auditors, and to governmental regulators and self-regulatory
organizations; and
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o each Covered Officer should, to the extent appropriate within his
area of responsibility, consult with other officers and employees
of the Fund and the Adviser and take other appropriate steps with
the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Fund
files with, or submits to, the SEC and in other public
communications made by the Fund; and
o it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or thereafter, as applicable, upon
becoming a Covered Officer), affirm in writing to the Board that
he has received, read, and understands the Code;
o annually thereafter affirm to the Board that he has complied with
the requirements of the Code; and
o notify Herb Janick or such other representative(s) of the UBS
Financial Services Inc. Legal Department as may be designated
from time to time ("Counsel") promptly if he knows of any
violation of the Code. Failure to do so is itself a violation of
the Code.
Counsel is responsible for applying the Code to specific situations in
which questions are presented under it and has the authority to interpret the
Code in any particular situation. However, approvals, interpretations or waivers
sought by any Covered Officer will be considered by a committee designated by
the Fund's Board (the "Committee"). In the absence of a designation, the
Committee shall be the Board.
The Fund will follow these procedures in investigating and enforcing
the Code:
o Counsel will take all appropriate action to investigate any
potential violations reported to him;
o if, after such investigation, Counsel believes that no violation
has occurred, Counsel is not required to take any further action;
o any matter that Counsel believes is a violation will be reported
to the Committee;
o if the Committee determines that a violation has occurred, it
will inform and make a recommendation to the Board, which will
consider appropriate action, which may include: review of, and
appropriate modifications to, applicable policies and procedures;
notification to appropriate personnel of the Adviser or its
board; or a recommendation to dismiss the Covered Officer;
o the Committee will be responsible for granting waivers, as
appropriate; and
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o any waivers of or amendments to the Code, to the extent required,
will be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
The Code shall be the sole code of ethics adopted by the Fund for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies and procedures of the Fund, the Adviser, principal underwriter, or
other service providers govern or purport to govern the behavior or activities
of the Covered Officers who are subject to the Code, they are superceded by the
Code to the extent that they overlap or conflict with the provisions of the
Code. The Fund's, the Adviser's codes of ethics under Rule 17j-1 under the
Investment Company Act and the Adviser's additional policies and procedures are
separate requirements applying to the Covered Officers and others, and are not
part of the Code.
VI. AMENDMENTS
Except as to Exhibit A, the Code may not be amended except in written
form, which is specifically approved or ratified by a majority vote of the
Fund's Board, including a majority of independent Board members.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to the Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or the Code, such matters shall
not be disclosed to anyone other than the appropriate Funds and their counsel,
the appropriate Boards (or Committees) and their counsel and the Adviser.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Fund and does
not constitute an admission, by or on behalf of the Fund, as to any fact,
circumstance, or legal conclusion.
Date:___________________
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EXHIBIT A
Gregory Brousseau
Mitchell Tanzman
Michael Mascis
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