EX-99.CODE ETH
SARBANES OXLEY CODE OF ETHICS
1. Covered Officers
a. This Sarbanes-Oxley Code of Ethics applies to the Fund's
Principal Executive Officer and Principal Financial Officer (the
"Covered Officers"), for the purpose of promoting:
i. Honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest
between personal and professional relationships;
ii. Full, fair, accurate, timely and understandable
disclosure in reports and documents that the Fund files
with, or submits to, the SEC and in other public
communications made by the Fund;
iii. Compliance with applicable laws and governmental rules
and regulations;
iv. The prompt internal reporting of violations of the
Sarbanes-Oxley Code of Ethics to an appropriate person
or persons identified in the Sarbanes-Oxley Code of
Ethics; and
v. Accountability for adherence to the Sarbanes-Oxley Code
of Ethics.
b. Each Covered Officer must comply with all applicable laws and
governmental rules and regulations.
c. Each Covered Officer should adhere to a high standard of
business ethics and should be sensitive to situations that may
give rise to apparent as well as actual conflicts of interest.
2. Covered Officers Should Ethically Handle Actual and Apparent Conflicts
of Interest.
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 and 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. The Fund's and the Investment Adviser's
compliance programs and procedures are designed to prevent, or identify
and correct, violations of these provisions. This Sarbanes-
Oxley Code of Ethics does not, and is not intended to, repeat or
replace these programs and procedures.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Fund and the Investment Adviser of which the
Covered Officers are also officers or employees. As a result, the
Sarbanes-Oxley Code of Ethics recognizes that the Covered Officers
will, in the normal course of their duties (whether formally for the
Company, the adviser, or for both) be involved in establishing policies
and implementing decisions that will have different effects on the
Investment Adviser and the Fund. The participation of the Covered
Officers in such activities is inherent in the contractual relationship
between the Fund and the Investment Adviser and is consistent with the
performance by the Covered Officers of their duties as officers of the
Fund. In addition, it is recognized by the Fund's Board that the
Covered Officers may also be officers or employees of one or more other
investment companies covered by other codes.
Other conflicts of interest are covered by the Sarbanes-Oxley Code of
Ethics, even if such conflicts of interest are not subject to
provisions in the Investment Company Act and the Investment Advisers
Act. The following list provides examples of conflicts of interest
under the Sarbanes-Oxley Code of Ethics, but Covered Officers should
keep in mind that these examples are not exhaustive. The overarching
principle is that the personal interest of a Covered Officer should not
be placed improperly before the interest of the Fund.
3. Each Covered Officer must:
a. Not use his personal influence or personal relationships
improperly to influence investment decisions and/or financial
reporting by the Fund whereby the Covered Officer would benefit
personally to the detriment of the Fund; and
b. 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.
4. In furtherance of the above, below are some examples of conflicts of
interest that should be discussed with the CCO:
a. Serving as a director on the board of any public, private
company or not-for-profit organization;
b. The receipt of any gifts in excess of $100;
c. The receipt of any entertainment from any company with which the
Fund has 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;
d. Any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other
than its investment adviser, administrator and/or any affiliated
person thereof;
e. A direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Fund for effecting
portfolio transactions or for selling or redeeming shares other
than an interest arising from the Covered Officer's employment,
such as compensation or equity ownership.
5. Disclosure and Compliance
a. Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Fund;
b. Each Covered Officer is responsible for ensuring that the
disclosure included in reports and documents that the Fund files
with, or submits to, the SEC and in other public communications
made by the Fund is full, fair, accurate, timely and
understandable;
c. 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 directors
and auditors, and/or to governmental regulators and
self-regulatory organizations; and
d. It is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
6. Reporting and Accountability
a. Each Covered Officer must:
i. Upon adoption of the Sarbanes-Oxley Code of Ethics (or
thereafter as applicable, upon becoming a Covered
Officer), affirm in writing to the Board that he has
received, read, and understands the Sarbanes-Oxley Code
of Ethics;
ii. Annually thereafter affirm to the Board that he has
complied with the requirements of the Sarbanes-Oxley
Code of Ethics;
iii. Not retaliate against any other Covered Officer and/or
any employee of the Fund or affiliated persons for
reports of potential violations that are made in good
faith; and
iv. Notify the CCO promptly if he knows of any violation of
this Sarbanes-Oxley Code of Ethics. Failure to do so is
itself a violation of the Sarbanes-Oxley Code of
Ethics.
b. The CCO is responsible for applying the Sarbanes-Oxley Code of
Ethics to specific situations in which questions are presented
relating to the Sarbanes-Oxley Code of Ethics. The CCO has the
authority to interpret this Sarbanes-Oxley Code of Ethics in any
particular situation. However, any waivers sought by the Covered
Officer will require prior review and approval by the Board.
c. The Fund will follow these procedures in investigating and
enforcing this Sarbanes-Oxley Code of Ethics:
i. The CCO (or her designee) will take all appropriate
action to investigate any potential violations reported
to him;
ii. If, after such investigation, the CCO believes that no
violation has occurred, the Chief Compliance Officer is
not required to take any further action;
iii. Any matter the CCO believes to be a violation will be
reported to the Board. The Board will consider
appropriate action, which may include review of, and/or
appropriate modifications to, applicable policies and
procedures; notification to appropriate personnel of
the investment adviser or its board; and/or a
recommendation to dismiss the Covered Officer;
iv. The Board will be responsible for granting waivers, as
appropriate, and making any changes to the
Sarbanes-Oxley Code of Ethics.
7. This Sarbanes-Oxley Code of Ethics shall be the sole code of ethics
adopted by the Fund 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
Fund, the Fund's adviser, or other service providers govern or purport
to govern the behavior or activities of the Covered Officers who are
subject to the Sarbanes-Oxley Code of Ethics, they are superseded by
the Sarbanes-Oxley Code of Ethics to the extent that they conflict with
the provisions of the Sarbanes-Oxley Code of Ethics. The Fund's and its
Investment Adviser's codes of ethics under Rule 17j-l under the
Investment Company Act are separate requirements applying to the
Covered Officers and others, and are not part of this Sarbanes-Oxley
Code of Ethics.
8. Any amendments to the Sarbanes-Oxley Code of Ethics must be approved or
ratified by a majority vote of the Board, including a majority of
independent directors.
9. All reports and records prepared or maintained pursuant to the
Sarbanes-Oxley Code of Ethics will be considered confidential and shall
be maintained and protected accordingly. Except as otherwise required
by law or the Sarbanes-Oxley Code of Ethics, such matters shall not be
disclosed to anyone.
10. The Sarbanes-Oxley Code of Ethics is intended solely for 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.