CODE OF ETHICS
OF
OLD MUTUAL ABSOLUTE RETURN MASTER FUND, L.L.C.
OLD MUTUAL EMERGING MANAGERS MASTER FUND, L.L.C.
OLD MUTUAL ABSOLUTE RETURN FUND, L.L.C.
OLD MUTUAL ABSOLUTE RETURN INSTITUTIONAL FUND, L.L.C.
OLD MUTUAL EMERGING MANAGERS FUND, L.L.C.
OLD MUTUAL EMERGING MANAGERS INSTITUTIONAL FUND, L.L.C.
Dated as of November 28, 2007
This Code of Ethics (the "Code") has been adopted by each of the registered
investment companies for which Larch Lane Advisors 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.
"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 procedures 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 November 28, 2007
Adopted by the Boards of Managers of Old Mutual Absolute Return Master Fund,
L.L.C., Old Mutual Emerging Managers Master Fund, L.L.C., Old Mutual Absolute
Return Fund, L.L.C., Old Mutual Absolute Return Institutional Fund, L.L.C., Old
Mutual Emerging Managers Fund, L.L.C. and Old Mutual 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 Absolute Return Master Fund, L.L.C.;
Old Mutual Emerging Managers Master Fund, L.L.C.; Old Mutual Absolute Return
Fund, L.L.C., Old Mutual Absolute Return Institutional Fund, L.L.C., Old Mutual
Emerging Managers Fund, L.L.C. and Old Mutual 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 AND
IS HELD (1) MAILING ADDRESS ACCOUNT NUMBER
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
OTHER PERSONAL HOLDINGS (2)(NOT INCLUDED IN STATEMENTS FOR ACCOUNTS LISTED ABOVE)
- ---------------------------------------------------------------------------------
NUMBER OF
SHARES, OR
PRINCIPAL NAME OF
AMOUNT, TOTAL BROKER,
DESCRIPTION OF TYPE OF INTEREST RATE UNIT COST OR DEALER OR
TRADE DATE SECURITY TRANSACTION & MATURITY PRICE PROCEEDS 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
Absolute Return Master Fund, L.L.C., Old Mutual Emerging Managers Master Fund,
L.L.C., Old Mutual Absolute Return Fund, L.L.C., Old Mutual Absolute Return
Institutional Fund, L.L.C., Old Mutual Emerging Managers Fund, L.L.C. and Old
Mutual 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
Absolute Return Master Fund, L.L.C., Old Mutual Emerging Managers Master Fund,
L.L.C., Old Mutual Absolute Return Fund, L.L.C., Old Mutual Absolute Return
Institutional Fund, L.L.C., Old Mutual Emerging Managers Fund, L.L.C. and Old
Mutual 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 Absolute Return
Master Fund, L.L.C., Old Mutual Emerging Managers Master Fund, L.L.C., Old
Mutual Absolute Return Fund, L.L.C., Old Mutual Absolute Return Institutional
Fund, L.L.C., Old Mutual Emerging Managers Fund, L.L.C. and Old Mutual 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
Larch Lane Advisors 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-Larch Lane Advisors 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
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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 Larch Lane
Advisors 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 NAME OF
AMOUNT, TOTAL BROKER,
DESCRIPTION OF TYPE OF INTEREST RATE UNIT COST OR DEALER OR
TRADE DATE SECURITY TRANSACTION & MATURITY PRICE PROCEEDS BANK
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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 Absolute Return Master Fund, L.L.C., Old Mutual Emerging
Managers Master Fund, L.L.C., Old Mutual Absolute Return Fund, L.L.C., Old
Mutual Absolute Return Institutional Fund, L.L.C., Old Mutual Emerging Managers
Fund, L.L.C. and Old Mutual 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:__________________________________