CODE OF ETHICS
OF
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, L.L.C.
OLD MUTUAL 2100 EMERGING MANAGERS MASTER FUND, L.L.C.
OLD MUTUAL 2100 ABSOLUTE RETURN FUND, L.L.C.
OLD MUTUAL 2100 ABSOLUTE RETURN INSTITUTIONAL FUND, L.L.C.
OLD MUTUAL 2100 EMERGING MANAGERS FUND, L.L.C.
OLD MUTUAL 2100 EMERGING MANAGERS INSTITUTIONAL FUND, L.L.C.
Dated as of February 8, 2007
This Code of Ethics (the "Code") has been adopted by each of
the registered investment companies for which 2100 Larch Lane LLC (the
"Adviser") serves as investment adviser (each, a "Fund" and collectively, the
"Funds"), in compliance with Rule 17j-l (the "Rule") under the Investment
Company Act of 1940, as amended (the "1940 Act"), to establish standards and
procedures for the detection and prevention of activities by which persons
having knowledge of recommended investments and investment intentions of the
Funds, may abuse their fiduciary duties and otherwise to deal with the type of
conflict of interest situations to which the Rule is addressed.
In general, the fiduciary principles that govern personal
investment activities reflect, at a minimum, the following: (1) the duty at all
times to place the interests of the Funds first; (2) the requirement that all
personal securities transactions be conducted consistent with this Code and in
such a manner as to avoid any actual or potential conflict of interest or any
abuse of an individual's position of trust and responsibility; and (3) the
fundamental standard that personnel providing services to the Funds should not
take inappropriate advantage of their positions.
The provisions of the Code are applicable to the Funds and to
persons who are "Covered Persons," as defined below. The scope of the Code and
its operation reflect the fact that separate codes of ethics have been adopted
by the Adviser (the "Adviser Code") and by Old Mutual Investment Partners
("OMIP"), the distributor of limited liability company interests in the Funds
(the "OMIP Code"). All personnel of the Adviser and OMIP who are "access
persons" of the Funds, as such term is defined by the Rule, are subject to the
provisions of the Adviser Code and the OMIP Code, respectively, which have been
approved by the Board of Managers of each Fund in accordance with the
requirements of the Rule, and such persons shall not be subject to the terms of
this Code. The provisions of this Code also reflect the fact that the Funds
presently pursue their investment objectives by investing in private investment
funds and other investment vehicles ("Portfolio Funds") and do not invest
directly in any securities or financial instruments other than interests in
Portfolio Funds and money market instruments.
1. Important General Prohibitions
The specific provisions and reporting requirements of this
Code are concerned primarily with those investment activities of a Covered
Person, as defined below, who may benefit from or interfere with the purchase or
sale of portfolio securities the Funds. However, both the Rule and this Code
prohibit any officer or director of a Fund, as well as any Affiliate, as defined
below, from using information concerning the investment intentions of Advisory
Clients, or their ability to influence such investment intentions, for personal
gain or in a manner detrimental to the interests of a Fund. Specifically, the
Rule makes it unlawful for any such person, directly or indirectly in connection
with the purchase or sale of a "security held or to be acquired" by a Fund to:
(i) employ any device, scheme or artifice to defraud
a Fund;
(ii) make to a Fund any untrue statement of a material
fact or omit to state to the Fund a material fact
necessary in order to make the statements made, in
light of the circumstances under which they are made,
not misleading;
(iii) engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon a Fund; or
(iv) engage in any manipulative practice with respect to a
Fund.
Although the Funds expect that Affiliates will not generally
have knowledge of the current investment activities of Portfolio Funds in which
the Funds invest, persons subject to this Code (including Affiliates and Covered
Persons) should recognize that, in view of the broad range of conduct prohibited
by the Rule and this Code, personal transactions in "securities being considered
for purchase or sale" by the investment advisers (or general partners) of
Portfolio Funds for any such Portfolio Funds or any advised accounts of such
advisers (or general partners) will be treated as a violation of this Code
(absent compliance with the pre-clearance procedure set forth in paragraph 4(e)
below or another available exemption from the Code's prohibitions).
2. Definitions - As used herein:
"Affiliate" includes but is not limited to "Covered Persons,"
other than Independent Managers.
"2100 fund" for purposes of this Code of Ethics means any
investment company registered under the 1940 Act for which the
Adviser is the investment adviser or sub-adviser.
"Beneficial Interest" means any interest by which an Affiliate
or Covered Person, or any member of his or her immediate
family (relative by blood or marriage) living in the same
household, can directly or indirectly derive a monetary
benefit from the purchase, sale or ownership of a security
except such interests as a
majority of the Independent Managers of a Fund shall determine
to be too remote for the purpose of this Code.
"Covered Persons" means: (1) the managers and the officers, if
any, of the Funds; (2) any person who, in connection with his
regular functions or duties, participates in the selection of,
or regularly obtains information regarding, the Securities
currently being purchased, sold or considered for purchase or
sale by a Fund; and (3) any natural person in a control
relationship to a Fund or its investment adviser who obtains
information concerning recommendations made to the Fund with
regard to the purchase or sale of Securities by the Fund;
provided, however, the term "Covered Persons" does not include
persons who are subject to the Adviser Code.
"Independent Manager" means any manager of a Fund who is not
an "interested person," as defined by Section 2(a)(19) of the
1940 Act and the rules thereunder, of a Fund.
"Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of
which immediately before the registration, was not subject to
the reporting requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934.
"Investment Person" means: (1) a Portfolio Manager; (2) a
securities analyst or trader who provides information and
advice to Portfolio Managers or who helps execute a Portfolio
Manager's decisions; (3) any other person who, in connection
with his or her duties, makes or participates in making
recommendations regarding a Fund's purchase or sale of
securities; and (4) any natural person in a control
relationship to a Fund or its investment adviser who obtains
information concerning recommendations made to the Fund with
regard to the purchase or sale of Securities by the Fund;
provided however, the term "Investment Person" does not
include persons who are subject to the Adviser Code.
"Portfolio Manager" means an individual entrusted with the
direct responsibility and authority to make investment
decisions affecting a Fund.
"Private Placement" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505
or Rule 506 under the Securities Act of 1933.
"Security" includes any stock, note, bond, debenture, or any
other instrument constituting a security as defined by Section
2(a)(36) of the 1940 Act, including any warrant or option to
acquire or sell a security and financial futures contracts,
and limited partnership and other interests in Portfolio Funds
and shares of any open-end investment companies traded on an
exchange, but excludes securities issued by the U.S.
government or its agencies, bankers' acceptances, bank
certificates of deposit, commercial paper, high quality
short-term debt instruments including repurchase agreements
and shares of open-end investment companies
(other than exchange traded funds) unaffiliated with the
Adviser or any affiliate of the Adviser. "High quality
short-term debt instrument" shall mean an instrument that has
a maturity at issuance of less than 366 days and that is rated
in one of the two highest rating categories by a Nationally
Recognized Statistical Rating Organization (NRSRO).
References to a "Security" in this Code shall include any
warrant for, option in, or security or other instrument
immediately convertible into or whose value is derived from
that "Security" and any instrument or right which is
equivalent to that "Security."
"Security Held or to be Acquired" by a Fund means any Security
which, within the most recent 15 days (1) is or has been held
by the Fund or (2) is being considered by a Fund or its
investment adviser, for purchase by the Fund.
A security is "being considered for purchase or sale" from the
time a decision to purchase or sell a Security is made by a
Portfolio Manager or by one or more Investment Persons having
authority to make such a decision on behalf of a Fund until
all orders to purchase or sell that Security for a Fund are
completed or withdrawn.
3. Prohibited Transactions
(a) No Affiliate or Independent Manager may purchase or
sell any Security in which he or she has or thereby acquires a
Beneficial Interest with actual knowledge that a decision to place an
order for the purchase or sale of the same Security by a Fund had been
made or proposed.
(b) No Covered Person may purchase or sell any Security
in which he or she has or thereby acquires a Beneficial Interest with
actual knowledge that, at the same time, such Security is "being
considered for purchase or sale" by a Fund or that such Security is the
subject of an outstanding purchase or sale order by a Fund.
(c) No Investment Person may purchase any Security in an
Initial Public Offering without the express written approval of the
Administrator of this Code.
(d) No Investment Person may, without the express prior
written approval of the Administrator of this Code which shall set
forth the rationale supporting such pre-approval, acquire any Security
in a Private Placement, and if a Private Placement security is
acquired, such Investment Person must disclose that investment when he
or she plays a part in a Fund's subsequent consideration of any
investment in that issuer, and in such circumstances, an independent
review shall be conducted by Investment Persons who do not have an
interest in the issuer and by the Administrator.
(e) No Covered Person may purchase or sell any Security
in which he or she has or thereby acquires a Beneficial Interest with
actual knowledge that, within the most recent 15 days, the Security has
been purchased or sold or is being considered for purchase or sale by
the investment adviser (or general partner) of any Portfolio Fund for
any such Portfolio Fund or other advised account of such adviser (or
general partner) (a "Prohibited Matching Portfolio Transaction").
(f) An Investment Person may not accept any gifts or
anything else of more than a de-minimis value from any person or entity
that does business with or on behalf of a Fund or from the general
partner or investment adviser (or any affiliate of the general partner
or investment adviser) of any Portfolio Fund.
(g) No Investment Person may serve on the board of
directors or trustees of a publicly-traded corporation or other
business entity without the prior written approval of the
Administrator.
4. Exempt Transactions
Neither the prohibitions nor the reporting requirements of
this Code apply to:
(a) purchases or sales of Securities for an account over
which an Affiliate or Covered Person has no direct control and does not
exercise indirect control;
(b) involuntary purchases or sales made by either an
Affiliate or Covered Person or any Fund;
(c) purchases which are part of an automatic dividend
reinvestment plan;
(d) purchases resulting from the exercise of rights
acquired from an issuer as part of a pro rata distribution to all
holders of a class of securities of such issuer and the sale of such
rights; or
(e) purchases or sales which receive the express written
approval and pre-clearance of the Administrator of this Code because
the purchase or sale will not occasion the improper use of a Fund's
proprietary information or an abuse of the individual's position of
trust and responsibility to a Fund and because:
(i) their potential harm to an Advisory Client
is remote;
(ii) they would be unlikely to affect a highly
institutional market; or
(iii) they are clearly not related economically
to securities being considered for purchase or sale
by a Fund.
5. Reporting Requirements
(a) Within thirty (30) days after the end of each
calendar quarter, all Covered Persons shall make a written report to
the Administrator of this Code. This quarterly report shall set forth
specified information regarding all non-exempt securities transactions
occurring in the quarter by which they acquired or disposed of a
Beneficial Interest in any Security and if no non-exempt transaction in
a Security occurred during the quarter, the written report shall so
state.
A Covered Person is not required to include in a quarterly
report information regarding one or more non-exempt transactions if all
information required by the report with respect to such transactions is
contained in trade confirmations and account statements previously
provided to the Administrator of this Code for the time period covered
by that quarterly report. Each quarterly report shall include a
certification by the Covered Person that such person has not acquired
or disposed of a Beneficial Interest in any Security in a Prohibited
Matching Portfolio Transaction.
(b) An Independent Manager need only report non-exempt
transactions (in which he or she has had a Beneficial Interest) in a
Security (excluding, for purposes of this subparagraph (b), open-end
investment companies affiliated with the Adviser or any affiliate of
the Adviser) which, at the time, such manager knew, or in the ordinary
course of fulfilling his or her duties, should have known was purchased
or sold or was being or had been considered for purchase or sale by a
Fund during the fifteen (15) day period immediately preceding or after
the date of the Independent Manager's transaction and if no non-exempt
transaction in a security occurred during the quarter, the written
report, if any, shall so state. A written report will not be required
for any quarter in which an Independent Manager has only exempt
transactions to report.
(c) Transactions in an account identified to the
Administrator of this Code need not be otherwise reported if the
Covered Person shall have authorized disclosure of all securities
transactions in the account to the Administrator and furnished the
Administrator copies of all confirmations and monthly statements
pertaining to such account.
(d) The quarterly report must contain the following
information with respect to each reportable transaction:
(i) name(s) in which the account is registered
and the date the account was established;
(ii) date and nature of the transaction
(purchase, sale or any other type of
acquisition or disposition);
(iii) title, number of shares, principal amount,
interest rate and maturity (as applicable)
of each security and the price at which the
transaction was effected;
(iv) name of the broker, dealer or bank with or
through whom the transaction was effected;
and
(v) the date the report is submitted.
(e) Any such report may contain a statement that it is
not to be construed as an admission that the person making it has or
had any direct or indirect Beneficial Interest in any security to which
the report relates.
(f) All Covered Persons other than Independent Managers
shall arrange for copies of confirmations of all personal securities
transactions and periodic statements of securities accounts to be sent
directly to the Administrator.
(g) All Covered Persons other than Independent Managers
shall initially, within ten (10) days of becoming a Covered Person, and
at least annually thereafter make a written holdings report to the
Administrator of the Code of Ethics with the following information
(such information, as to the initial report, must be current as of a
date no more than 45 days prior to the date that the person becomes a
Covered Person, and as to the annual report, must be current as of a
date no more than 45 days before the report is submitted):
(i) name(s) in which the account is registered
and the date the account was established;
(ii) title, number of shares, principal amount,
interest rate and maturity (as applicable)
of each Security;
(iii) name of the broker, dealer or bank with whom
the account is maintained; and
(iv) the date the report is submitted.
(h) All Covered Persons shall, at least annually, certify
that they have read and understand this Code and recognize that they
are subject thereto.
(i) All Covered Persons other than Independent Managers
shall certify annually, that they have complied with the requirements
of this Code and that they have disclosed or reported all personal
securities transactions and holdings required to be disclosed or
reported pursuant thereto.
6. Confidentiality of Fund Transactions
Until disclosed in a public report to shareholders or to the
SEC in the normal course, all information concerning the securities "being
considered for purchase or sale" by a Fund shall be kept confidential by all
Covered Persons and disclosed by them only on a need to know basis in accordance
with practices and policies developed and periodically reviewed for their
continuing appropriateness by the Chief Compliance Officer. Any questions
regarding confidentiality are to be directed to the Chief Compliance Officer. It
shall be the responsibility of the Chief Compliance Officer to be familiar with
such practices and policies and to report any inadequacy found by him to the
managers of the Funds or any committee appointed by them to deal with such
information.
7. Sanctions
Any violation of this Code of Ethics shall be subject to the
imposition of such sanctions by the Fund as may be deemed appropriate under the
circumstances to achieve the purposes of the Rule and this Code and may include
suspension or termination of employment, a
letter of censure and/or restitution of an amount equal to the difference
between the price paid or received by the affected Fund(s) and the more
advantageous price paid or received by the offending person except that
sanctions for violation of this Code by an Independent Manager of a Fund will be
determined by a majority vote of its other Independent Managers.
8. Administration and Construction
(a) The administration of this Code of Ethics shall be the
responsibility of the Chief Compliance Officer of the Fund, as the
Administrator of the Code.
(b) The duties of the Chief Compliance Officer include:
(i) continuous maintenance of a current list of the names
of all Covered Persons with an appropriate
description of their title or employment;
(ii) furnishing all Covered Persons a copy of this Code
and initially and periodically informing them of
their duties and obligations thereunder;
(iii) designating, as desired, appropriate personnel to
review transaction and holdings reports submitted by
Covered Persons;
(iv) maintaining or supervising the maintenance of all
records required by the Code;
(v) preparing listings of all transactions effected by
any Covered Person within fifteen (15) days of the
date on which the same security was held, purchased
or sold by a Fund;
(vi) determining whether any particular securities
transaction should be exempted pursuant to the
provisions of Paragraph 4(e) of this Code;
(vii) issuing either personally or with the assistance
of counsel as may be appropriate, any interpretation
of this Code which may appear consistent with the
objectives of the Rule and this Code;
(viii) conducting such inspections or investigations,
including scrutiny of the listings referred to in
subparagraph (v) above, and to the extent deemed
necessary or appropriate, making such inquiries as to
transactions in Securities effected by Portfolio
Funds, as shall reasonably be required to detect and
report, with his or her recommendations, any apparent
violations of this Code to the managers of the
affected Funds or any committee appointed by them to
deal with such information;
(ix) submitting a quarterly report to the Board of
Managers of each Fund potentially affected,
containing a description of any violation and the
sanction imposed; transactions which suggest the
possibility of a violation; interpretations issued by
and any exemptions or waivers found appropriate by
the Chief Compliance Officer; and any other
significant information concerning the
appropriateness of this Code;
(x) submitting a written report at least annually to the
Board of Managers of each Fund which:
(a) summarizes existing procedure concerning
personal investing and any changes in the procedures
made during the past year;
(b) identifies any violations requiring
significant remedial action during the past year and
describes the remedial action taken;
(c) identifies any recommended changes in
existing restrictions or procedures based upon
experience under the Code, evolving industry
practices or developments in applicable laws or
regulations;
(d) reports with respect to the implementation
of this Code through orientation and training
programs and on-going reminders; and
(e) certifies that the procedures set forth in
this Code were as reasonably necessary to prevent
Covered Persons from violating the Code; and
(xi) maintaining periodic educational conferences to
explain and reinforce the terms of this Code.
9. Required Records
The Chief Compliance Officer shall maintain and cause to be
maintained in an easily accessible place, the following records:
(a) a copy of any code of ethics adopted pursuant to the Rule
which has been in effect during the most recent five (5) year period;
(b) a record of any violation of any such code of ethics, and
of any action taken as a result of such violation, within five (5)
years from the end of the fiscal year of the Fund in which such
violation occurred;
(c) a copy of each report made by a Covered Person, as well
as trade confirmations and account statements that contain information
not duplicated in such reports, within five (5) years from the end of
the fiscal year of the Fund in which such report is made or information
is provided, the first two (2) years in an easily accessible place;
(d) a copy of each report made by the Chief Compliance Officer
within five (5) years from the end of the fiscal year of the Fund in
which such report is made or issued, the first two (2) years in an
easily accessible place;
(e) a list, in an easily accessible place, of all persons
who are, or within the most recent five (5) year period have been,
required to make reports pursuant to the Rule and this Code or who are
or were responsible for reviewing these reports; and
(f) a record of any decision, and the reasons supporting the
decision, to permit an Investment Person to acquire a Private Placement
security, for at least five (5) years after the end of the fiscal year
in which permission was granted.
10. Amendments and Modifications
This Code of Ethics may not be amended or modified except in a
written form which is specifically approved by majority vote of the Independent
Managers of each of the Funds.
Dated as of February 8, 2007
Adopted by the Boards of Managers of Old Mutual 2100 Absolute Return Master
Fund, L.L.C., Old Mutual 2100 Emerging Managers Master Fund, L.L.C., Old Mutual
2100 Absolute Return Fund, L.L.C., Old Mutual 2100 Absolute Return Institutional
Fund, L.L.C., Old Mutual 2100 Emerging Managers Fund, L.L.C. and Old Mutual 2100
Emerging Managers Institutional Fund, L.L.C.
APPENDICES - FORMS
The following forms are to be used for reporting purposes
under this Code of Ethics. They are subject to change from time to time by the
Administrator of this Code of Ethics or his or her designee, and are neither
incorporated into nor are part of the Code of Ethics.
I. Acknowledgement of Receipt of Code of Ethics
II. Initial Report and Annual Report of Personal Securities
Holdings
III. Pre-Clearance of Personal Securities Trades
IV. Initial Public Offering Approval Request Form
V. Private Placement Approval Request Form
VI. Quarterly Report under the Code of Ethics
VII. Annual Certification of Compliance with Code of Ethics
CODE OF ETHICS ACKNOWLEDGEMENT
To: Chief Compliance Officer of Old Mutual 2100 Absolute Return Master Fund,
L.L.C.; Old Mutual 2100 Emerging Managers Master Fund, L.L.C.; Old Mutual 2100
Absolute Return Fund, L.L.C., Old Mutual 2100 Absolute Return Institutional
Fund, L.L.C., Old Mutual 2100 Emerging Managers Fund, L.L.C. and Old Mutual 2100
Emerging Managers Institutional Fund, L.L.C. (the "Funds")
I hereby certify to the Funds that I have read and understand
the Code of Ethics of the Funds, I recognize that I am subject to the Code of
Ethics, and I will act in accordance with the policies and procedures expressed
in the Code of Ethics.
Date:______________________________
____________________________________________
Signature
____________________________________________
Print Name
INITIAL PERSONAL SECURITIES ACCOUNT AND HOLDINGS NOTIFICATION FORM
(ATTACH COPIES OF STATEMENTS FOR ACCOUNTS LISTED BELOW)
________________________________________________________________________________
EMPLOYEE NAME/EXT. DEPARTMENT/TITLE DIRECT SUPERVISOR
_________________________ _________________________ ________________________
_________________________ _________________________ ________________________
NAME IN WHICH PERSONAL
SECURITIES ACCOUNT BROKER/INSTITUTION'S NAME
IS HELD (1) AND MAILING ADDRESS ACCOUNT NUMBER
_________________________ _________________________ ________________________
_________________________ _________________________ ________________________
_________________________ _________________________ ________________________
_________________________ _________________________ ________________________
_________________________ _________________________ ________________________
OTHER PERSONAL HOLDINGS (2) (NOT INCLUDED IN STATEMENTS FOR ACCOUNTS LISTED
ABOVE)
________________________________________________________________________________
NUMBER OF
SHARES, OR
PRINCIPAL
AMOUNT, NAME OF
INTEREST TOTAL BROKER,
DESCRIPTION TYPE OF RATE & UNIT COST OR DEALER
TRADE DATE OF SECURITY TRANSACTION MATURITY PRICE PROCEEDS OR BANK
_____________ ____________ ____________ _________ ______ _________ _______
_____________ ____________ ____________ _________ ______ _________ _______
_____________ ____________ ____________ _________ ______ _________ _______
_____________ ____________ ____________ _________ ______ _________ _______
I CERTIFY THAT THE INFORMATION CONTAINED IN THIS STATEMENT IS
ACCURATE AND THAT LISTED ABOVE ARE ALL PERSONAL SECURITIES ACCOUNTS AND PERSONAL
HOLDINGS IN WHICH I HAVE BENEFICIAL INTEREST OR OVER WHICH I EXERCISE INVESTMENT
CONTROL.
___________________________ _________________
EMPLOYEE SIGNATURE DATE OF HIRE
(l) List your own securities account as well as those accounts
in which you have a financial interest or over which you exercise investment
control.
(2) List your personal holdings not reflected in the attached account
statements.
PERSONAL SECURITIES TRADING AUTHORIZATION
PRE-CLEARANCE FORM
Security
Identifier Estimated
(CUSIP or ticker Brokerage Date/Time Of
Name of Security symbol) Buy Or Sell Name of Broker Account # Trade*
___________________ _________________ _____________ ________________ ___________ _____________
___________________ _________________ _____________ ________________ ___________ _____________
___________________ _________________ _____________ ________________ ___________ _____________
___________________ _________________ _____________ ________________ ___________ _____________
___________________ _________________ _____________ ________________ ___________ _____________
*Pre-clearance is effective for current business day and next business day only.
Pre-clearance: Granted ___ Denied ___
Existing Trade on the trading desk? Yes No
If pre-clearance is requested by a Portfolio Manager:
If pre-clearance is requested by a Portfolio Manager and is granted, such manager
hereby acknowledges, by his or her signature below, that neither he or she nor
any co-portfolio manager will, within the next seven days, trade this security in
any fund or other advised account which he/she/they manage(s).
If pre-clearance, was this security traded by a fund or other advised account managed by
this Portfolio Manager within the prior seven days? Yes No
If the answer to either is yes, pre-clearance is denied.
Requested by:_________________________________ _____________
(Signature) (Date)
_________________________________
(Print Name)
INITIAL PUBLIC OFFERING APPROVAL REQUEST
___________________________ _________________
Name (Please Print) Department
1. Name of issuer:______________________________________________________________
2. Type of security: ___ Equity ___ Fixed Income
3. Planned date of transaction:_________________________________________________
4. Size of offering:____________________________________________________________
5. Number of shares to be purchased:____________________________________________
6. What firm is making this IPO available to you?_______________________________
7. Do you do business with this firm in connection with your job duties?________
8. Do you believe this IPO is being made available to you in order to influence
an investment decision or brokerage order flow for fund or client accounts?_____
9. Have you in the past received IPO allocations from this firm?____ Yes____ No
If "yes", please provide a list of all previously purchased IPOs
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
10. To your knowledge, are other Adviser personnel or clients involved?
____ Yes ____ No
If "yes", please describe
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
11. Describe how you became aware of this investment opportunity:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
I understand that approval, if granted, is based upon the information provided
herein and I agree to observe any conditions imposed upon such approval.
I represent (i) that I have read and understand the Code of Ethics of Old Mutual
2100 Absolute Return Master Fund, L.L.C., Old Mutual 2100 Emerging Managers
Master Fund, L.L.C., Old Mutual 2100 Absolute Return Fund, L.L.C., Old Mutual
2100 Absolute Return Institutional Fund, L.L.C., Old Mutual 2100 Emerging
Managers Fund, L.L.C. and Old Mutual 2100 Emerging Managers Institutional Fund,
L.L.C. with respect to personal trading and recognize that I am subject thereto;
(ii) that the above trade is in compliance with the Code of Ethics; (iii) that
to the best of my knowledge the above trade does not represent a conflict of
interest, or an appearance of a conflict of interest, with any client or fund;
and (iv) that I have no knowledge of any pending client orders in this security.
Furthermore, I acknowledge that no action should be taken by me to effect the
trade(s) listed above until I have received formal approval.
__________________________________
Signature
_______________________
Date
Date Received by Legal Department:________________________________________
Approved:____________________ Disapproved: ____________________
Date:__________________
_____________________________ _____________________________
Name: Name:
Title: Title:
PRIVATE PLACEMENT APPROVAL REQUEST
(Attach a copy of the Private Placement Memorandum, Offering Memorandum or any
other relevant documents)
___________________________________ ____________________________
Name and Title (Please Print) Department
1. Name of corporation, partnership or other entity (the "Organization")
__________________________________________________________________
2. Is the Organization: ____ Public ____ Private
3. Type of security or fund:____________________________________________________
4. Nature of participation (e.g., Stockholder, General Partner, Limited
Partner).Indicate all applicable:_______________________________________________
5. Planned date of transaction:_________________________________________________
6. Size of offering (if a fund, size of fund)___________________________________
7. Size of your participation:__________________________________________________
8. Would the investment carry unlimited liability? ____ Yes ____ No
9. To your knowledge, are other Adviser personnel or clients involved?
____ Yes ____ No
If "yes", please describe
_______________________________________________
_______________________________________________
_______________________________________________
10. Describe the business to be conducted by the Organization:
_______________________________________________
_______________________________________________
_______________________________________________
11. If Organization is a fund:
Describe investment objectives of the fund (e.g., value, growth, core or
specialty)
_______________________________________________
_______________________________________________
_______________________________________________
12. For Portfolio Managers:
Does a fund that you manage have an investment objective that would make this
Private Placement an opportunity that should first be made available to a fund
or client you manage money for? ___ Yes ____ No
If "yes", please describe which client or fund:
_______________________________________________
_______________________________________________
_______________________________________________
13. Will you participate in any investment decisions? ___ Yes ____ No
If "yes", please describe:
_______________________________________________
_______________________________________________
_______________________________________________
14. Describe how you become aware of this investment opportunity:
_______________________________________________
_______________________________________________
_______________________________________________
I understand that approval, if granted, is based upon the information provided
herein and I agree to observe any conditions imposed upon such approval. I will
notify the Legal Department in writing if any aspect of the investment is
proposed to be changed (e.g., investment focus, compensation, involvement in
organization's management) and I hereby acknowledge that such changes may
require further approvals, or divestiture of the investment by me.
I represent (i) that I have read and understand the Code of Ethics of Old Mutual
2100 Absolute Return Master Fund, L.L.C., Old Mutual 2100 Emerging Managers
Master Fund, L.L.C., Old Mutual 2100 Absolute Return Fund, L.L.C., Old Mutual
2100 Absolute Return Institutional Fund, L.L.C., Old Mutual 2100 Emerging
Managers Fund, L.L.C. and Old Mutual 2100 Emerging Managers Institutional Fund,
L.L.C. with respect to personal trading and recognize that I am subject thereto;
(ii) that the above trade is in compliance with the Code of Ethics; (iii) that
to the best of my knowledge the above trade does not represent a conflict of
interest, or an appearance of a conflict of interest, with any client or fund;
and (iv) that I have no knowledge of any pending client orders in this security.
Furthermore, I acknowledge that no action should be taken by me to effect the
trade(s) listed above until I have received formal approval.
______________________________________
Signature
_______________________
Date
Date Received by Legal Department: ___________________________________
Approved: ______________________ Disapproved: ____________________
Date: __________________
_________________________________ ________________________________
Name: Name:
Title: Title:
QUARTERLY REPORT
TO: Administrator of the Code of Ethics DATE:__________
FROM:_____________________________________(Print Name)
RE: Quarterly Report
As a Covered Person under the Code of Ethics of Old Mutual 2100 Absolute Return
Master Fund, L.L.C., Old Mutual 2100 Emerging Managers Master Fund, L.L.C., Old
Mutual 2100 Absolute Return Fund, L.L.C., Old Mutual 2100 Absolute Return
Institutional Fund, L.L.C., Old Mutual 2100 Emerging Managers Fund, L.L.C. and
Old Mutual 2100 Emerging Managers Institutional Fund, L.L.C., I hereby confirm
that, other than accounts and the transactions listed below, I have no other
securities accounts and have not made any purchases or sales of securities
covered by the Code of Ethics during the quarter ended _________ except (i)
transactions through a brokerage account listed below for which copies of all
confirmations and statements have been furnished to you, or (ii) transactions in
shares of one or more of the 2100 Larch Lane LLC funds in an account identified
as an Adviser Employees Account in the Dealer section of the Account Statement.
I also certify that I have not acquired or disposed of a Beneficial Interest in
any Security in a Prohibited Matching Portfolio Transaction during the quarter
for which this report is being submitted. I understand that the Code of Ethics
covers all securities transactions for (i) my personal account; (ii) any account
in which I have a beneficial interest; (iii) any account maintained by a
relative residing with me; and (iv) any account over which I have any
discretionary powers of investment. All securities are covered except U.S.
Treasury securities, money market instruments and non-2100 Larch Lane LLC
open-end investment companies. All open-end investment companies traded on an
exchange are covered securities. I also understand inaccurate completion of this
form may result in disciplinary sanctions. All brokerage accounts subject to the
Code of Ethics are described below. If there are no brokerage accounts subject
to the Code of Ethics, write "none" below.
NOTE: YOU MUST COMPLETE ALL BROKERAGE ACCOUNT INFORMATION EVEN IF YOU HAVE
PREVIOUSLY SUBMITTED THIS INFORMATION. AN INCOMPLETE REPORT WILL BE RETURNED TO
YOU FOR PROPER COMPLETION.
Name(s) In Which Account Is
Firm Name / Address Account Number Registered
_______________________ _________________________ ____________________________
_______________________ _________________________ ____________________________
_______________________ _________________________ ____________________________
_______________________ _________________________ ____________________________
_______________________ _________________________ ____________________________
_______________________ _________________________ ____________________________
_______________________ _________________________ ____________________________
Transactions: List only if done through a broker who has NOT forwarded copies of
your account statements to the Code Administrator; or if done in any 2100 Larch
Lane LLC funds account NOT identified as an Adviser Employees Account. If there
are no transactions to report, write "none" below.
NUMBER OF
SHARES, OR
PRINCIPAL
AMOUNT, NAME OF
INTEREST TOTAL BROKER,
DESCRIPTION TYPE OF RATE & UNIT COST OR DEALER
TRADE DATE OF SECURITY TRANSACTION MATURITY PRICE PROCEEDS OR BANK
_____________ ____________ ____________ _________ ______ _________ _______
_____________ ____________ ____________ _________ ______ _________ _______
_____________ ____________ ____________ _________ ______ _________ _______
_____________ ____________ ____________ _________ ______ _________ _______
_____________ ____________ ____________ _________ ______ _________ _______
_____________ ____________ ____________ _________ ______ _________ _______
THIS REPORT IS TO BE COMPLETED, DATED, SIGNED AND RETURNED TO THE ADMINISTRATOR
OR THE ADMINISTRATOR'S DESIGNEE ON OR BEFORE THE 10TH CALENDAR DAY AFTER
QUARTER-END.
____________________________________
Signature
ANNUAL CERTIFICATION
TO: Administrator of the Code of Ethics
RE: Annual Certification of Compliance - Sections 5(h) and 5(i):
In accordance with the requirements of Sections 5(h) and 5(i)
of the Old Mutual 2100 Absolute Return Master Fund, L.L.C., Old Mutual 2100
Emerging Managers Master Fund, L.L.C., Old Mutual 2100 Absolute Return Fund,
L.L.C., Old Mutual 2100 Absolute Return Institutional Fund, L.L.C., Old Mutual
2100 Emerging Managers Fund, L.L.C. and Old Mutual 2100 Emerging Managers
Institutional Fund, L.L.C. Code of Ethics, I hereby certify that:
(1) I have read and understand the Code of Ethics and I recognize
that I am subject to it;
(2) I have complied with the requirements of the Code of Ethics;
and
(3) I have disclosed or reported all personal securities
transactions and holdings as required under the Code of
Ethics.
By: ____________________________
Signature
_________________________________
Print Name
Date:____________________________