EXHIBIT 12(A)(1)

TABLE OF CONTENTS

PAGE NUMBER

I. Overview.................................................................................................2

II. Purposes of the Code.....................................................................................2

III. Responsibilities of Covered Officers.....................................................................3

A. Honest and Ethical Conduct......................................................................3
B. Conflicts of Interest...........................................................................3
C. Use of Personal Fund Investor Information.......................................................3
D. Public Communications...........................................................................3
E. Compliance with Applicable Laws, Rules and Regulations..........................................3

IV. Violation Reporting......................................................................................3

A. Overview........................................................................................3
B. How to Report...................................................................................3
C. Process for Violation Reporting to the Board....................................................3
D. Sanctions for Code Violations...................................................................3

V. Waivers from the Code....................................................................................3

VI. Amendments to the Code...................................................................................3

VII. Acknowledgement and Certification of Adherence to the Code...............................................3

VIII. Recordkeeping............................................................................................3

IX. Confidentiality..........................................................................................3

Appendices .......

Appendix A: Covered Officers and Definitions..............................................................8
Appendix B: Form of Certification.........................................................................9

I. OVERVIEW

This Code of Business Conduct and Ethics (the "Code") sets forth the legal and
ethical standards of conduct for the principal executive officer and principal
financial officer (the "Covered Officers"), of Mellon Optima L/S Strategy Fund
LLC (the "Fund"). The Fund's Covered Officers are identified on Appendix A to
this Code.

Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and the Securities and
Exchange Commission's (the "SEC") rules thereunder, the Board of Directors of
the Fund (the "Board") has implemented the Code to promote and demonstrate
honest and ethical conduct in its Covered Officers.

The Covered Officers are also employees of The Bank of New York Mellon
Corporation or one of its subsidiaries ("BNY Mellon"). In addition to adhering
to the Code, these individuals must comply with other Fund and BNY Mellon
policies and procedures, such as the Fund's code of ethics governing personal
trading activities, as adopted pursuant to Rule 17j-1 under the Investment
Company Act of 1940, as amended (the "Investment Company Act") and BNY Mellon's
Code of Conduct.

The Fund's Ethics Compliance Officer (the "Ethics Compliance Officer"), in
consultation with counsel to the Fund, is primarily responsible for implementing
and enforcing this Code. The Ethics Compliance Officer, in consultation with
counsel to the Fund, has the authority to interpret the Code and its
applicability to particular circumstances. Any questions about the Code should
be directed to the Ethics Compliance Officer and counsel to the Fund. The Ethics
Compliance Officer is not a Covered Officer under this Code. The Ethics
Compliance Officer is identified on Appendix A to this Code.

II. PURPOSES OF THE CODE

The purposes of the Code are to deter wrongdoing and to:

o promote honest and ethical conduct among Covered Officers,
including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships;

o promote full, fair, accurate, timely and understandable
disclosures in reports and documents that the Fund files with
or submits to the SEC (and in other public communications from
the Fund) and that are within the Covered Officers'
responsibilities;

o promote compliance with applicable laws, rules and
regulations;

o encourage the prompt internal reporting of violations of the
Code to the Ethics Compliance Officer; and

o establish accountability for adherence to the Code.

III. RESPONSIBILITIES OF COVERED OFFICERS

A. HONEST AND ETHICAL CONDUCT

It is the duty of every Covered Officer to encourage and demonstrate honest and
ethical conduct, as well as adhere to and require adherence to the Code and any
other applicable policies and procedures designed to promote this behavior.
Covered Officers must at all times conduct themselves with integrity, putting
first the interests of the investors of the Fund they serve.

Covered Officers also must, at all times, act in good faith, responsibly and
with due care, competence and diligence, without misrepresenting material facts
or allowing their independent judgment to be subordinated. Covered Officers also
should responsibly use and control all Fund assets and resources entrusted to
them.

Covered Officers may not discourage the reporting of, actual or apparent
violations of the Code or applicable laws or regulations. Individuals that
report in good faith suspected violations of the Code or applicable laws or
regulations should not be adversely affected in employment or other matters for
making such reports. Covered Officers should create an environment that
encourages the exchange of information, including concerns of the type that this
Code is designed to address.

B. CONFLICTS OF INTEREST

A "conflict of interest" occurs when a Covered Officer's personal interests
interfere with the interests of the Fund for which he or she serves as an
officer. Covered Officers may not improperly use their position with the Fund
for personal or private gain to themselves, their family, or any other person.

Certain conflicts of interest covered by this Code arise out of the
relationships between Covered Officers and the Fund that already are subject to
conflict of interest provisions in the Investment Company Act of 1940, as
amended and the Investment Advisers Act of 1940, as amended. For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Fund, because of
their status as "affiliated persons" of the Fund. Covered Officers must comply
with applicable laws and regulations. Therefore, any violations of existing
statutory and regulatory prohibitions on individual behavior will also be deemed
a violation of this Code.

As to conflicts arising from, or as a result of the advisory relationship
between the Fund and its investment adviser (the "Adviser"), of which a Covered
Officer may also be an officer and/or employee, it is recognized by the Board
that, subject to the Adviser's fiduciary duties to the Fund, 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 which may have different effects on the Adviser and the
Fund. The Board recognizes that the participation of the Covered Officers in
such activities is inherent in the contract relationship between the Fund and
the Adviser and is consistent with the expectation of the Board of the
performance by the Covered Officers of their duties as officers of the Fund.

Covered Officers should avoid actual conflicts of interest, and appearances of
conflicts of interest, between the Covered Officer's duties to the Fund and his
or her personal interests. If a Covered Officer suspects or knows of a conflict
or an appearance of one, the Covered Officer must immediately report the matter
to the Ethics Compliance Officer and counsel for the Fund.

When actual, apparent or suspected conflicts of interest arise that have not
been addressed or reported in connection with a Covered Officer, the Adviser's
personnel aware of the matter should promptly contact the Ethics Compliance
Officer and counsel for the Fund. There will be no reprisal against any person
reporting in good faith an actual, apparent or suspected conflict of interest.

Upon receipt of a report of a possible conflict, the Ethics Compliance Officer
and counsel to the Fund will take steps to determine whether a conflict exists.
In so doing, the Ethics Compliance Officer and counsel to the Fund may take any
actions they determine to be appropriate in their discretion and may use all
reasonable resources, including retaining or engaging independent legal counsel,
accounting firms or other consultants, subject to applicable law.(1) After full
review of a report of a possible conflict of interest, the Ethics Compliance
Officer and counsel to the Fund may determine that no conflict or reasonable
appearance of a conflict exists. If, however, the Ethics Compliance Officer and
counsel to the Fund determine that an actual conflict or appearance of a
conflict exists, the Ethics Compliance Officer and counsel to the Fund will
promptly inform the Chairman of the Independent Directors of the conflict or
appearance of a conflict and its proposed resolution in the best interests of
the investors of the Fund. Absent any objection from the Independent Directors,
the Ethics Compliance Officer and counsel to the Fund will implement the
proposed resolution. In lieu of determining whether a conflict exists, the
Ethics Compliance Officer and counsel to the Fund may refer the matter to the
Independent Directors.

After receiving a report of a possible conflict of interest, the Ethics
Compliance Officer and counsel to the Fund will discuss the matter with the
person who reported it (and with the Covered Officer at issue, if different) for
purposes of educating those involved on conflicts of interests (including how to
detect and avoid them, if appropriate).

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(1) For example, retaining the Fund's independent accounting firm may require
pre-approval by the Fund's audit committee.

Appropriate resolution of conflicts may restrict the personal activities of the
Covered Officer and/or his family, friends or other persons.

Neither (a) the determination that no conflict or reasonable appearance of a
conflict exists nor (b) the disclosure and resolution of a conflict or
appearance of a conflict as described above is considered to be a waiver of the
Code's requirements.

Any questions about conflicts of interests, including whether a particular
situation might be a conflict or an appearance of one, should be directed to the
Ethics Compliance Officer and counsel to the Fund.

C. USE OF PERSONAL FUND INVESTOR INFORMATION

A Covered Officer may not use or disclose personal information about Fund
investors, except in the performance of his or her duties for the Fund. Each
Covered Officer also must abide by the Fund's and the Adviser's privacy policies
under SEC Regulation S-P.

D. PUBLIC COMMUNICATIONS

In connection with his or her responsibilities for or involvement with the
Fund's public communications and disclosure documents (e.g., Fund investor
reports, registration statements, press releases), each Covered Officer must
provide information to Fund service providers (within the Adviser's organization
or otherwise) and to government regulators and self-regulatory organizations
that is accurate, complete, relevant and timely.

Further, within the scope of their duties, Covered Officers will endeavor to
ensure full, timely, and accurate disclosure in Fund disclosure documents.
Covered Officers involved in or responsible for the Fund's public disclosure
documents will oversee, or appoint others to oversee, processes for the timely
creation and review of the accuracy of public reports and regulatory filings.
Each Covered Officer also will familiarize himself or herself with the
disclosure requirements applicable to the Fund, to the extent necessary to
fulfill his or her responsibilities as a Covered Officer, and will adhere to,
and will promote adherence to, Fund and Adviser disclosure controls, processes
and procedures, including the Adviser's disclosure controls and procedures,
which govern the process by which Fund disclosure documents are created and
reviewed.

To the extent that Covered Officers participate in the creation of a Fund's
books and records, they must do so in a way that promotes the accuracy, fairness
and timeliness of those records.

E. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

In connection with his or her duties and within the scope of his or her
responsibilities as a Covered Officer, each Covered Officer must comply with
governmental laws, rules and regulations that apply to his or her role,
responsibilities and duties with respect to the Fund ("Applicable Laws"). These
requirements do not impose on Covered Officers any additional substantive
duties. Additionally, Covered Officers should promote compliance with Applicable
Laws.

If a Covered Officer knows of any material violations of Applicable Laws or
suspects that such a violation may have occurred, the Covered Officer is
expected to promptly report the matter to the Ethics Compliance Officer.

IV. VIOLATION REPORTING

A. OVERVIEW

Each Covered Officer must promptly report, and promote the reporting of, any
known or suspected violations of the Code to the Ethics Compliance Officer and
the counsel to the Fund.

Examples of violations of the Code include, but are not limited to, the
following:

o unethical or dishonest behavior

o obvious lack of adherence to policies surrounding review and
approval of public communications and regulatory filings

o failure to report violations of the Code

o material violations of Applicable Laws

o failure to acknowledge and certify adherence to the Code

The Ethics Compliance Officer, upon consultation with counsel to the Fund, have
the authority to take any and all action he or she considers appropriate in his
or her sole discretion to investigate known or suspected Code violations,
including consulting with the Fund's Board, the independent Board members, a
Board committee, independent legal counsel and/or counsel to the independent
Board members. The Ethics Compliance Officer and counsel to the Fund also has
the authority to use all reasonable resources to investigate violations,
including retaining or engaging legal counsel, accounting firms or other
consultants, subject to applicable law.

B. HOW TO REPORT

Any known or suspected violations of the Code must be promptly reported to the
Ethics Compliance Officer and counsel to the Fund.

C. PROCESS FOR VIOLATION REPORTING TO THE BOARD

The Ethics Compliance Officer and counsel to the Fund will report any violations
of the Code promptly to the Chairman of the Independent Directors.

D. SANCTIONS FOR CODE VIOLATIONS

Violations of the Code will be taken seriously. In response to reported or
otherwise known violations, BNY Mellon, the Adviser and the Fund's Board may
impose sanctions which they deem appropriate within the scope of their
respective authority over the Covered Officer at issue. Sanctions imposed by BNY
Mellon and the Adviser could include termination of employment. Sanctions
imposed by the Fund's Board could include termination of association with the
Fund.

V. WAIVERS FROM THE CODE

A Covered Officer may request a waiver from the Code by transmitting a written
request for a waiver to the Ethics Compliance Officer and counsel to the
Fund.(2) The request must include the rationale for the request and must explain
how the waiver would be in furtherance of the standards of conduct described in
and underlying purposes of the Code.

The Ethics Compliance Officer, upon consultation with counsel to the Fund, may
grant waivers from the Code, as appropriate, subject to and in furtherance of,
the standards of conduct described in the Code. The Ethics Compliance Officer
and counsel to the Fund must fully document their consideration of any waiver
request, including the rationale for granting or denying the waiver and promptly
report the grant of any waiver (including the identification of any implicit
waiver) to the Chairman of the Independent Directors. In connection with the
report of an implicit waiver, the Ethics Compliance Officer and Fund will
propose (a) a resolution of the underlying departure from the Code, and (b) if
appropriate under the circumstances, measures to ensure prompt discovery of such
a departure in the future. The Ethics Compliance Officer and counsel to the Fund
will monitor the activities subject to the waiver, as appropriate, and for
compliance with any terms of the waiver and any violation of the terms of a
waiver shall be treated as a violation of this Code. In lieu of determining
whether to grant a waiver, the Ethics Compliance Officer and counsel to the Fund
may refer the matter to the Independent

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(2) There would not be a waiver of the Code if the Ethics Compliance Officer and
counsel to the Fund determines that a matter is not a deviation from the Code's
requirements or is otherwise not covered by the Code.

Directors.

The Ethics Compliance Officer, upon consultation with counsel to the Fund, will
coordinate and facilitate any required public disclosures of any waivers granted
or any implicit waivers.

VI. AMENDMENTS TO THE CODE

The Ethics Compliance Officer, upon consultation with counsel to the Fund, may
amend the Code as appropriate subject to the approval of the Independent
Directors. The Ethics Compliance Officer and counsel to the Fund will coordinate
and facilitate any required public disclosures of Code amendments.

VII. ACKNOWLEDGEMENT AND CERTIFICATION OF ADHERENCE TO THE CODE

Each Covered Officer must sign a statement annually acknowledging that he or she
has received a copy of the Code, as amended or updated, and confirming that he
or she has complied with it (see Appendix B: Code Acknowledgement and
Certification Form).

VIII. RECORDKEEPING

The Ethics Compliance Officer will create and maintain appropriate records
regarding the implementation and operation of the Code, including records
relating to conflicts of interest determinations and investigations of possible
Code violations.

IX. CONFIDENTIALITY

All reports and records prepared or maintained pursuant to this Code shall 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 Ethics Compliance Officer, the Covered
Officer, the Fund's Board and legal counsel.

APPENDIX A

COVERED OFFICERS AND DEFINITIONS

Principal Executive Officer
INDIVIDUAL HOLDING THE OFFICE OF PRESIDENT OF THE FUND, OR A PERSON PERFORMING A
SIMILAR FUNCTION.

DAVID K. MOSSMAN SERVES AS THE PRESIDENT OF THE FUND AND IS A COVERED OFFICER.

Principal Financial Officer
INDIVIDUAL HOLDING THE OFFICE OF TREASURER OF THE FUND, OR A PERSON PERFORMING A
SIMILAR FUNCTION.

STEVEN M. ANDERSON SERVES AS THE TREASURER OF THE FUND AND IS A COVERED OFFICER.

Ethics Compliance Officer
KATHERINE M. CAIN SERVES AS THE ETHICS COMPLIANCE OFFICER OF THE FUND.

Registered Management Investment Company
REGISTERED INVESTMENT COMPANIES OTHER THAN A FACE-AMOUNT CERTIFICATE COMPANY OR
A UNIT INVESTMENT FUND.

Waiver
A WAIVER IS AN APPROVAL OF AN EXEMPTION FROM A CODE REQUIREMENT.

Implicit Waiver
AN IMPLICIT WAIVER IS THE FAILURE TO TAKE ACTION WITHIN A REASONABLE PERIOD OF
TIME REGARDING A MATERIAL DEPARTURE FROM A REQUIREMENT OR PROVISION OF THE CODE
THAT HAS BEEN MADE KNOWN TO THE ETHICS COMPLIANCE OFFICER AND COUNSEL TO THE
FUND.

Independent Directors
THOSE DIRECTORS OF THE FUND WHO ARE NOT "INTERESTED PERSONS" OF THE FUND OR THE
ADVISER AS THAT TERM IS DEFINED IN SECTION 2(A)(19) OF THE INVESTMENT COMPANY
ACT.

APPENDIX B

CERTIFICATION

Annual Acknowledgement and Certification
of Obligations Under the Code of Business Conduct and Ethics

1. I acknowledge and certify that I am a Covered Officer under the Mellon
Optima L/S Strategy Fund LLC Code of Business Conduct and Ethics (the
"Code") and therefore subject to all of its requirements and
provisions.

2. I have read and understand the requirements and provisions set forth in
the Code.

3. I have adhered to the Code and will continue to adhere to the Code.

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Signature Date

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