EX-99.CODE ETH
July 2003
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS ADOPTED PURSUANT TO RULES
PROMULGATED UNDER SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (the "Code") of the registered investment companies set
forth in Exhibit A (collectively, the "Funds" and each, a "Fund") applies to
each Fund's principal executive officer, principal financial officer and
principal accounting officer (the "Covered Officers," each of whom is set forth
in Exhibit B) 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 ("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 the Covered Officer's service to,
a Fund. For example, a conflict of interest would arise if a Covered Officer, or
a member of the Covered Officer's family, receives improper personal benefits as
a result of the Covered Officer's position with the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and a Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended ("Investment
Company Act") and the Investment Advisers Act of 1940, as amended ("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 a Fund because of their status as "affiliated persons" of the
Fund. The compliance programs and procedures of each Fund and its investment
adviser are designed to prevent, or identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside of the parameters of
this Code. Although typically not presenting an opportunity for improper
personal benefit, conflicts
may arise from, or as a result of, the contractual relationship between a Fund
and its investment adviser or a third party service provider of which the
Covered Officers are also officers or employees. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties
(whether formally for the applicable Fund or for its investment adviser or a
third party service provider, or for one or more of them), be involved in
establishing policies and implementing decisions that will have different
effects on the adviser, third party service provider and Fund. The participation
of the Covered Officers in such activities is inherent in the contractual
relationship between a Fund and its adviser or third party service provider and
is consistent with the performance by the Covered Officers of their duties as
officers of the Fund. The foregoing activities, if performed in conformity with
the provisions of the Investment Company Act and the Investment Advisers Act,
will be deemed to have been handled ethically.
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. The overarching principle with respect to all conflicts
of interest covered by the Code is that the personal interest of a Covered
Officer should not be placed improperly before the interest of the Company.
Each Covered Officer of a Fund 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 the Fund; and
o report at least annually his or her affiliations or other
relationships that could potentially present a conflict of interest
with the Fund.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer of a Fund shall become familiar with the
disclosure requirements generally applicable to the Fund;
o each Covered Officer of a Fund shall 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 management and
auditors, and to governmental regulators and self-regulatory
organizations;
o each Covered Officer of a Fund may, to the extent appropriate within
the Covered Officer's area of responsibility and to the extent deemed
necessary in the sole discretion of the Covered Officer, consult with
other officers and employees of the Fund and its investment adviser
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
-2-
o each Covered Officer should seek to promote the Fund's compliance by a
Fund with applicable standards and restrictions imposed by applicable
laws, rules and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer of a Fund must:
o upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Compliance Officer of the Fund
that the Covered Officer has received, read and understands the Code;
o annually thereafter affirm to the Compliance Officer of the Fund that the
Covered Officer has complied with the requirements of the Code;
o not retaliate against any other Covered Officer or any employee of the Fund
or its affiliated persons for reports of potential violations of the Code
that are made in good faith; and
o notify the Compliance Officer of the Fund promptly if the Covered Officer
knows of any violation of this Code. Failure to do so is itself a violation
of this Code.
The Compliance Officer of a Fund is responsible for applying this Code to
specific situations in which questions are presented under it and has the
authority to interpret this Code in any particular situation. The Compliance
Officer of the Fund is authorized to consult, as appropriate, with counsel to
the Fund and counsel to the Managers of the Fund who are not "interested
persons," as defined by Section 2(a)(19) of the Investment Company Act, of the
Fund (the "Independent Managers"), and is encouraged to do so. However, any
approvals or waivers 1 must be considered by the Independent Managers.
Each Fund will follow these procedures in investigating and enforcing this
Code:
o the Compliance Officer will take all appropriate action to investigate any
reported potential violations;
o if, after such investigation, the Compliance Officer believes that no
violation has occurred, the Compliance Officer is not required to take any
further action;
o any matter that the Compliance Officer believes is a violation will be
reported to the Independent Managers;
o if the Independent Managers concur that a violation has occurred, the
Compliance Officer will inform and make a recommendation to the Board,
which will consider appropriate action, which may include a review of, and
appropriate modifications to, applicable policies and procedures;
notification to appropriate personnel of the Fund's investment
- --------
1 For this purpose, the term "waiver" includes the approval by the Fund of a
material departure from a provision of the code of ethics or the Fund's
failure to take action within a reasonable period of time regarding a
material departure from a provision of the code of ethics that has been
made known to Fund management.
-3-
adviser or other relevant service provider; or a recommendation to dismiss
the Covered Officer; and
o any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds 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 or procedures of each Fund, the Fund's investment adviser, principal
underwriter, or other service providers govern or purport to govern the behavior
or activities of the Covered Officers who are subject to this Code, they are
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The code of ethics under Rule 17j-1 under the
Investment Company Act of each Fund, its investment adviser and principal
underwriter is a separate requirement applying to the Covered Officers and
others, and is not part of this Code.
VI. AMENDMENTS
Amendments to this Code may be made from time to time, as deemed
appropriate by each Fund's Compliance Officer. The Board of each Fund shall be
informed of any such amendment to the extent deemed material by the Fund's
Compliance Officer.
VII. CONFIDENTIALITY
All reports and records relating to a Fund prepared or maintained pursuant
to this Code will be considered confidential and shall be maintained and
protected accordingly. Except as otherwise required by law or this Code, such
matters shall not be disclosed to anyone other than the Fund's investment
adviser or Board, counsel to the Fund and counsel to the Independent Managers.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
Date:_____________
-4-
EXHIBIT A
FUNDS COVERED BY THIS CODE OF ETHICS
Advantage Advisers Alyeska Fund, L.L.C.
Advantage Advisers Augusta Fund, L.L.C.
Advantage Advisers Sawgrass Fund, L.L.C.
Advantage Advisers Stratigos Fund, L.L.C.
Advantage Advisers Troon Fund, L.L.C.
Advantage Advisers Whistler Fund, L.L.C.
Advantage Advisers Wynstone Fund, L.L.C.
Advantage Advisers Xanthus Fund, L.L.C.
The India Fund, Inc.
The Asia Tigers Fund, Inc.
EXHIBIT B
PERSONS COVERED BY THIS CODE OF ETHICS
- --------------------------------------------------------------------------------
NAME OF COVERED OFFICER POSITION WITH FUNDS
- --------------------------------------------------------------------------------
Howard M. Singer Principal Manager (Principal Executive Officer)
- --------------------------------------------------------------------------------
(Principal Financial Officer)
- --------------------------------------------------------------------------------
(Principal Accounting Officer)
- --------------------------------------------------------------------------------
-6-