EX-99.CODE ETH
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
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I. COVERED OFFICERS, PURPOSE OF THE CODE
This Code of Ethics (the "Code") for the Fund applies to its Chief
Executive Officer, President, Chief Financial Officer and Treasurer (or
persons performing similar functions) (as of August 2005, Ray Nolte as
President and as of December 2006 Amy Olsen as Treasurer; each, a
"Covered Officer") 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 a company 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 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. Any question about the
application of the Code should be referred to the Fund's Chief Legal Officer
(initially Millie Kim, General Counsel of the Fund's investment adviser).
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, or appears to interfere, with the interests of, or
his or her service to, the Fund. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his or her family, receives improper personal benefits as a result of his or her
position with the Fund.(1)
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 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("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" (as defined in the Investment Company Act)
of the Fund. The Fund's and its 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 conflicts fall outside the parameters of this
Code, unless or until the Chief Legal Officer determines any violation of such
programs and procedures is also a violation 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 the Fund and its investment adviser 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 Fund or for the adviser, or for both), be involved in
establishing policies and implementing decisions that will have different
effects on the Fund and its investment adviser. 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. Thus, if performed in
conformity with the provisions of the Investment Company Act and the Investment
Advisers Act, such activities will be deemed to have been handled ethically. In
addition, it is recognized by the Fund's Board of Directors ("Board") that the
Covered Officers may also be officers or employees of one or more other
investment companies covered by this or other codes.
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 following list provides examples of
conflicts of interest under the Code, 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.
Each Covered Officer must not:
o use his or her personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by the Fund whereby the Covered
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(1) Because conflicts of interest may arise as a result of family relationships,
each Covered Officer should consider such potential conflicts and, if
appropriate, familiarize his or her family members with the Covered Officer's
relevant obligations under this Code.
Officer would benefit personally (directly or indirectly) to
the detriment of the Fund;
o cause the Fund to take action, or fail to take action, for the
(direct or indirect) individual personal benefit of the
Covered Officer rather than the benefit of the Fund; or
o 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.
Each Covered Officer must, at the time of signing this Code, report all
affiliations and significant business interests outside the Citigroup, Inc.
corporate group and must update the report annually.
Conflict of interest situations should always be approved by the Chief
Legal Officer and, if material, be communicated to the relevant Fund's Board of
Directors. Examples of these include:
o service as a director on the board of any company;
o accepting directly or indirectly, anything of value, including
gifts and gratuities in excess of $100 per year from any
person or entity with which the Fund has current or
prospective business dealings, not including occasional meals
or tickets to theatre or sporting events or other similar
entertainment, provided it is business-related, reasonable in
cost, appropriate as to time and place, and not so frequent as
to raise any question of impropriety.
o any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other
than its investment adviser, principal placement
agent/underwriter, or any affiliated person thereof;
o 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.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself or herself
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 Directors and auditors, and to
governmental regulators and self-regulatory organizations;
o each Covered Officer should, to the extent appropriate within
his or her area of responsibility, consult with other officers
and employees of the Fund and its 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
o it is the responsibility of each Covered Officer to use
reasonable efforts 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 (thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Board
that he or she has received, read and understands the Code;
o annually thereafter affirm to the Board that he or she 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 that are made in good faith; and
o notify the Chief Legal Officer promptly if he or she knows of
any violation of this Code. Failure to do so is itself a
violation of this Code.
The Chief Legal Officer 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
explicit or implicit waivers(2) sought by a Covered Officer must be considered
by the Audit Committee of the relevant Fund as described below.
The Fund will follow these procedures in investigating and enforcing
this Code:
o the Chief Legal Officer will take appropriate action to
investigate any potential violations reported to him or her;
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(2) Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of
a material departure form a provision of the code of ethics" and "implicit
waiver" as "the registrant'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 an executive officer" of the registrant.
o if, after such investigation, the Chief Legal Officer believes
that no violation has occurred, the Chief Legal Officer is not
required to take any further action, but will meet with the
person reporting the violation for the purpose of informing
such person of the reason for not taking action;
o any matter that the Chief Legal Officer believes is a
violation will be reported to the Audit Committee of the
Fund's Board;
o if the Audit Committee concurs that a violation has occurred,
they will consider appropriate action, which may include
review of, and appropriate modifications to, applicable
policies and procedures; notification to appropriate personnel
of the investment adviser or its board; or a recommendation to
dismiss the Covered Officer as an officer of the Fund;
o the Audit Committee will be responsible for granting waivers,
as appropriate, provided that waivers will be considered only
if supported by a written request on behalf of the relevant
Covered Officer explaining the basis for such request and how
the waiver may be implemented consistent with the principles
underlying this Code; and
o any changes to or waivers of this Code will, to the extent
required, be disclosed as provided by SEC rules.
The Audit Committee, in determining whether waivers should be granted
or whether violations have occurred, and the Chief Legal Officer, in rendering
decisions and interpretations and in conducting investigations of potential
violations under the Code, may, at their discretion, consult with such other
persons as they determine to be appropriate, including, but not limited to,
another senior legal officer of the Fund or its investment adviser or its
affiliates, counsel to the Fund or its investment adviser or such affiliate,
counsel to the Independent Directors, or (subject to applicable pre-approval
requirements) independent auditors or other consultants
V. OTHER POLICIES AND PROCEDURES
This 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 or procedures of the Fund, the Fund's investment adviser, principal
placement agent/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, unless any provision of this Code
conflicts with any applicable federal or state law, in which case the
requirements of such law will govern. The Fund's and its investment adviser's
and principal placement agent/underwriter's codes of ethics under 17j-1
under the Investment Company Act are separate requirements that may apply to the
Covered Officers and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code must be approved or ratified by a majority
vote of the Board, including a majority of Independent Directors.
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, such matters
shall not be disclosed to anyone other than the Independent Directors and their
counsel, the Fund and its counsel and the investment adviser and its counsel
(and, as relevant, any other person described in the last paragraph under
"Reporting and Accountability" above).
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.
I have read and understand the terms of the Code. I recognize the
responsibilities and obligations incurred by me as a result of my being subject
to the Code. I hereby agree to abide by the Code.
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Date:
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[to be executed by each Covered Officer]