EX-99.CODE ETH
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (the "Code") governs the registered investment
companies (collectively, the "Funds" and each, a "Fund") as set forth in Exhibit
A. It applies to each Fund's Principal Executive Officer, Chief Financial
Officer, Principal Accounting Officer or Controller and any other persons
conducting similar functions for the Funds (the "Covered Officers") as set forth
in Exhibit B. This Code promotes:
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 a registrant files with, or submits to, the Securities and
Exchange Commission ("SEC") and in other public communications made by the
Funds;
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 both actual and
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 personal
interest interferes with the interest of, or his service to, the Funds. 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 Funds.
Certain provisions in the Investment Company Act of 1940 ("Investment
Company Act") and the Investment Advisers Act of 1940 ("Investment Advisors
Act") govern certain conflicts of interest that arise out of the relationships
between Covered Officers and the Funds. If such conflicts are addressed in
conformity with applicable provisions of the Investment Company Act and the
Investment Advisers Act, they will be deemed to have been handled ethically. For
example, Covered Officers may not individually engage in certain transactions
(such as the purchase or sale of securities or other property) with the Funds
because they are "affiliated persons" of the Funds. The Funds' and their
investment adviser's compliance programs and procedures 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
conduct that is consistent with such programs and procedures falls outside of
the parameters of this Code.
Although they do not typically present an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationships
between the Funds and, as applicable, the investment adviser, distributor and/or
administrator of which the Covered Officers are also officers or employees
(each, a "Primary Service Provider"). As a result, this Code recognizes that the
Covered Officers will, in the normal course of their duties (whether formally
for the Funds or for the Primary Service Providers, or for both), be involved in
establishing policies and implementing decisions which will have different
effects on the Primary Service Providers and the Funds. The participation of the
Covered Officers in such activities is inherent in the contractual relationships
between the Funds and the Primary Service Providers and is consistent with the
performance by the Covered Officers of their duties as officers of the Funds. If
such conflicts are addressed in conformity with applicable provisions of the
Investment Company Act and the Investment Advisers Act, they will be deemed to
have been handled ethically. In addition, it is recognized by the Boards of
Managers that the Covered Officers also may be officers or employees of one or
more other investment companies covered by other similar codes of ethics and
that the codes of ethics of those investment companies will apply to the Covered
Officers acting in those distinct capacities for those other investment
companies.
This Code covers conflicts of interest that are not subject to provisions
in the Investment Company Act and the Investment Advisers Act. The overarching
principle is that the personal interest of a Covered Officer should not be
placed improperly before the interest of the Funds. Certain examples of such
conflicts of interest follow.
Each Covered Officer must:
o not knowingly use his personal influence or personal relationships
improperly to influence investment decisions or financial reporting by the
Funds whereby the Covered Officer would benefit personally to the detriment
of the Funds;
o not knowingly cause the Funds to take action, or fail to take action, for
the individual personal benefit of the Covered Officer rather than the
benefit the Funds;
o not use material non-public knowledge of portfolio transactions made or
contemplated for the Funds to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions; and
o report at least annually known affiliations or other relationships that may
give rise to conflicts of interest with respect to the Funds.
If a Covered Officer believes that he has a potential conflict of interest
that is likely to materially compromise his objectivity or his ability to
perform the duties of his role as Covered Officer, including a potential
conflict of interest that arises out of his responsibilities as an officer or
employee of one or more Primary Service Providers or other funds, he should
consult with the applicable Fund's Chief Legal Officer ("Legal Counsel"), the
Fund's outside counsel, or counsel to the Managers who are not "interested
persons" of the Fund as defined in the Investment Company Act ("Independent
Managers"), as appropriate. Under appropriate circumstances, the Covered Officer
should also consider whether to present the matter to the Board or an
appropriate committee thereof.
Examples of potential conflicts of interest that may materially compromise
objectivity or ability to perform the duties of a Covered Officer include:
o service as a director on the board of a public or private company or
service as a public official;
o the receipt of a non-nominal gift when the gift is in relation to doing
business directly or indirectly with the Funds;
o the receipt of entertainment from any company with which the Funds have
current or prospective business dealings unless such entertainment is
business-related, reasonable in cost, appropriate as to time and place, and
not so frequent as to raise any question of impropriety;
o an ownership interest in, or any consulting or employment relationship
with, any of the Funds' service providers, other than the Primary Service
Providers or any affiliated person thereof; and
o a direct or indirect financial interest in commissions, transaction charges
or spreads paid by the Funds for effecting portfolio transactions or for
selling or redeeming interests other than an interest arising from the
Covered Officer's employment, such as compensation or equity ownership.
III. DISCLOSURE & COMPLIANCE
It is the responsibility of each Covered Officer:
o to familiarize himself with the disclosure requirements generally
applicable to the Funds, as well as the business and financial operations
of the Funds;
o to not knowingly misrepresent, and to not knowingly cause others to
misrepresent, facts about the Funds to others, whether within or outside
the Funds, including to the Managers and the Funds' auditors, and to
governmental regulators and self-regulatory organizations;
o to the extent appropriate within his area of responsibility, consult with
other officers and employees of the Funds and the Primary Service Providers
with the goal of promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents the Funds file with, or submit to,
the SEC and in other public communications made by the Funds; and
o within his or her area of responsibility, to adhere to and 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 becoming a Covered Officer and annually
thereafter, affirm in writing to the Funds' Boards of Managers that he has
received, read, and understands the Code on the attached form;
o annually thereafter affirm to the Boards that he has reviewed and believes
that he has complied with the requirements of the Code on the attached
form;
o not retaliate against any employee or Covered Officer for reports of
potential violations that are made in good faith; and
o notify Legal Counsel, the applicable Fund's outside counsel, or counsel to
the Independent Managers promptly if he knows of any violation of this
Code. Failure to do so is a violation of this Code.
Legal Counsel 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. However, any approvals or waivers sought
by Covered Officers will be considered by the appropriate Audit Committee. Legal
Counsel is authorized and encouraged to consult, as appropriate, with the chair
of the Audit Committee, the Funds' outside counsel or counsel to the Independent
Managers.
The Funds will follow these procedures in investigating and enforcing this
Code:
o Legal Counsel will endeavor to take all appropriate action to investigate
any potential violations reported to him;
o if, after such investigation, Legal Counsel believes that no violation has
occurred, Legal Counsel is not required to take any further action;
o any matter that Legal Counsel believes is a violation will be reported to
the appropriate Audit Committee;
o if the Audit Committee concurs 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 Funds' Primary Service Providers or their
boards; a recommendation to censure, suspend or dismiss the Covered Officer
or referral to of the matter to the appropriate authorities for civil
action or criminal prosecution;
o the Audit Committee will be responsible for granting waivers, as
appropriate; 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 and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' Primary Service Providers, 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 superceded by
this Code to the extent that they overlap or conflict with the provisions of
this Code and this Code does not address the overlap or conflict. The Funds' and
their investment advisers' and principal underwriter's codes of ethics under
Rule 17j-1 under the Investment Company Act and the adviser's more detailed
policies and procedures set forth in its Compliance Manual are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
VI. AMENDMENTS
Except as to Exhibit A, this Code may not be amended except in written
form, which is specifically approved or ratified by a majority vote of the
Funds' board, including a majority of the Independent Managers.
VII. CONFIDENTIALITY
All reports and records 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 or upon advice of counsel, such
matters shall not be disclosed to anyone other than the appropriate Board and
their counsel, the Primary Service Providers or their affiliates and counsel
and, if deemed appropriate, the Boards of the other Fund or Funds.
VIII. RECORDKEEPING
Each Fund will maintain and preserve for a period of not less than six (6)
years from the date such action is taken, the first two (2) years in an easily
accessible place, a copy of the information or materials supplied to the Board:
(i) that provided the basis for any amendment or waiver to this Code, and (ii)
relating to any violation of the Code and sanctions imposed for such violation,
together with a written record of the approval or action taken by the Audit
Committee and/or Board.
IX. 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 Funds, as to any fact,
circumstance, or legal conclusion.
Date: December 17, 2003
EXHIBIT A
FUNDS
BACAP Opportunity Strategy, LLC
BACAP Alternative Multi-Strategy Fund, LLC
EXHIBIT B
COVERED OFFICERS
Lawrence R. Morgenthal
Edward D. Bedard
INITIAL ACKNOWLEDGEMENT
I acknowledge that I have received and read a copy of the Code of Ethics
for Principal Executive and Senior Financial Officers (the "Code") and that I
understand it. I further acknowledge that I am responsible for understanding and
complying with the policies set forth in the Code during my tenure as a Covered
Officer, as defined in the Code.
I have set forth below (and on attached sheets of paper, if necessary) all
known affiliations or other relationships that may give rise to conflicts of
interest for me with respect to the Funds.
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I also acknowledge my responsibility to report any known violation of the
Code to Legal Counsel, the Funds' outside counsel, or counsel to the Independent
Managers, all as defined in this Code. I further acknowledge that the policies
contained in the Code are not intended to create any contractual rights or
obligations, express or implied. I also understand that, consistent with
applicable law, the Funds have the right to amend, interpret, modify or withdraw
any of the provisions of the Code at any time in their sole discretion, with or
without notice.
Covered Officer Name and Title:___________________________________________
(PLEASE PRINT)
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Signature Date
Please return this completed form to_______________________________ within
one week from the date of your review of these documents. Thank you!
ANNUAL ACKNOWLEDGEMENT
I acknowledge that I have received and read a copy of the Code of Ethics
for Principal Executive and Senior Financial Officers (the "Code") and that I
understand it. I further acknowledge that I am responsible for understanding and
complying with the policies set forth in the Code during my tenure as a Covered
Officer, as defined in the Code.
I also acknowledge that I believe that I have fully complied with the terms
and provisions of the Code during the period of time since the most recent
Initial or Annual Acknowledgement provided by me.
I have set forth below (and on attached sheets of paper, if necessary) all
known affiliations or other relationships that may give rise to conflicts of
interest for me with respect to the Funds. 1
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I further acknowledge that the policies contained in the Code are not
intended to create any contractual rights or obligations, express or implied. I
also understand that, consistent with applicable law, the Funds have the right
to amend, interpret, modify or withdraw any of the provisions of the Code at any
time in their sole discretion, with or without notice.
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1 It is acceptable to refer to affiliations and other relationships
previously disclosed in prior Initial or Annual Acknowledgements without
setting forth such affiliations and relationships again.
Covered Officer Name and Title: _________________________________________
(PLEASE PRINT)
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Signature Date
Please return this completed form to_______________________________ within
one week from the date of your receipt of a request to complete and return it.
Thank you!