SH Celera Capital Corporation [letterhead]
CODE OF ETHICS
As adopted December 15, 2005
CODE OF ETHICS
Section I Statement of General Fiduciary Principles
This Code of Ethics (the "Code") has been adopted by SH Celera Capital
Corporation (the "Corporation") in compliance with Rule 17j-l under the
Investment Company Act of 1940 (the "Act"). The purpose of the Code is to
establish standards and procedures for the detection and prevention of
activities by which persons having knowledge of the investments and investment
intentions of the Corporation may abuse their fiduciary duty to the
Corporation, and otherwise to deal with the types of conflict of interest
situations to which Rule 17j-1 is addressed.
The Code is based on the principle that the directors, officers and employees
of the Corporation, owe a fiduciary duty to the Corporation to conduct their
personal securities transactions in a manner that does not interfere with the
Corporation's transactions or otherwise take unfair advantage of their
relationship with the Corporation. All directors, managers, partners, officers
and employees of the Corporation, ("Covered Personnel") are expected to adhere
to this general principle as well as to comply with all of the specific
provisions of this Code that are applicable to them.
Technical compliance with the Code will not automatically insulate any Covered
Personnel from scrutiny of transactions that show a pattern of compromise or
abuse of the individual's fiduciary duty to the Corporation. Accordingly, all
Covered Personnel must seek to avoid any actual or potential conflicts between
their personal interests and the interests of the Corporation and its
shareholders. In sum, all Covered Personnel shall place the interests of the
Corporation before their own personal interests.
All Covered Personnel must read and retain this Code of Ethics.
Section II Definitions
(A) "Access Person" means any director, officer, general partner or employee
of the Corporation.
(B) "Beneficial Ownership" is interpreted in the same manner as it would be
under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "1934
Act") in determining whether a person is a beneficial owner of a security for
purposes of Section 16 of the 1934 Act and the rules and regulations
thereunder.
(C) "Chief Compliance Officer" means the Chief Compliance Officer of the
Corporation. The Chief Compliance Officer is initially David Strawn.
(D) "Control" shall have the same meaning as that set forth in Section 2(a)(9)
of the Act.
(E) "Covered Security" means a security as defined in Section 2(a)(36) of the
Act, which includes: any note, stock, treasury stock, security future, bond,
debenture, evidence of indebtedness, certificate of interest or participation
in any profit-sharing agreement, collateral-trust certificate, pre-
organization certificate or subscription, transferable share, investment
contract, voting-trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas, or other mineral rights, any put,
call, straddle, option, or privilege on any security (including a certificate
of deposit) or on any group or index of securities (including any interest
therein or based on the value thereof), or any put, call, straddle, option, or
privilege entered into on a national securities exchange relating to foreign
currency, or, in general, any interest or instrument commonly known as a
"security," or any certificate of interest or participation in, temporary or
interim certificate for, receipt for, guarantee of, or warrant or right to
subscribe to or purchase, any of the foregoing.
Except that "Covered Security" does not include: (i) direct obligations of the
Government of the United States; (ii) bankers' acceptances, bank certificates
of deposit, commercial paper and high quality short-term debt instruments,
including repurchase agreements; and (iii) shares issued by open-end
investment companies registered under the Act. References to a Covered
Security in this Code (e.g., a prohibition or requirement applicable to the
purchase or sale of a Covered Security) shall be deemed to refer to and to
include any warrant for, option in, or security immediately convertible into
that Covered Security, and shall also include any instrument that has an
investment return or value that is based, in whole or in part, on that Covered
Security (collectively, "Derivatives"). Therefore, except as otherwise
specifically provided by this Code: (i) any prohibition or requirement of this
Code applicable to the purchase or sale of a Covered Security shall also be
applicable to the purchase or sale of a Derivative relating to that Covered
Security; and (ii) any prohibition or requirement of this Code applicable to
the purchase or sale of a Derivative shall also be applicable to the purchase
or sale of a Covered Security relating to that Derivative.
(F) "Independent Director" means a director of the Corporation who is not an
"interested person" of the Corporation within the meaning of Section 2(a)(19)
of the Act.
(G) "Initial Public Offering" means an offering of securities registered under
the Securities Act of 1933 (the "1933 Act"), the issuer of which, immediately
before the registration, was not subject to the reporting requirements of
Sections 13 or 15(d) of the 1934 Act.
(H) "Investment Personnel" of the Corporation means: (i) any employee of the
Corporation who, in connection with his or her regular functions or duties,
makes or participates in making recommendations regarding the purchase or sale
of securities by the Corporation; and (ii) any natural person who controls the
Corporation and who obtains information concerning recommendations made to the
Corporation regarding the purchase or sale of securities by the Corporation.
(I) "Limited Offering" means an offering that is exempt from registration
under the 1933 Act pursuant to Section 4(2) or Section 4(6) thereof or
pursuant to Rule 504, Rule 505, or Rule 506 thereunder.
(J) "Security Held or to be Acquired" by the Corporation means: (i) any
Covered Security which, within the most recent 15 days: (A) is or has been
held by the Corporation; or (B) is being or has been considered by the
Corporation for purchase by the Corporation; and (ii) any option to purchase
or sell, and any security convertible into or exchangeable for, a Covered
Security described in Section II(K)(i).
(K) "17j-1 Organization" means the Corporation.
Section III Objective and General Prohibitions
Covered Personnel may not engage in any investment transaction under
circumstances in which the Covered Personnel benefits from or interferes with
the purchase or sale of investments by the Corporation. In addition, Covered
Personnel may not use information concerning the investments or investment
intentions of the Corporation, or their ability to influence such investment
intentions, for personal gain or in a manner detrimental to the interests of
the Corporation.
Covered Personnel may not engage in conduct that is deceitful, fraudulent or
manipulative, or that involves false or misleading statements, in connection
with the purchase or sale of investments by the Corporation. In this regard,
Covered Personnel should recognize that Rule 17j-1 makes it unlawful for any
affiliated person of the Corporation, in connection with the purchase or sale,
directly or indirectly, by the person of a Security Held or to be Acquired by
the Corporation to:
(i) employ any device, scheme or artifice to defraud the Corporation;
(ii) make any untrue statement of a material fact to the Corporation or omit
to state to the Corporation 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 that operates or would
operate as a fraud or deceit upon the Corporation; or
(iv) engage in any manipulative practice with respect to the Corporation.
Covered Personnel should also recognize that a violation of this Code or of
Rule 17j-1 may result in the imposition of: (1) sanctions as provided by
Section VIII below; or (2) administrative, civil and, in certain cases,
criminal fines, sanctions or penalties.
Section IV Prohibited Transactions
(A) An Access Person may not purchase or otherwise acquire direct or indirect
Beneficial Ownership of any Covered Security, and may not sell or otherwise
dispose of any Covered Security in which he or she has direct or indirect
Beneficial Ownership, if he or she knows or should know at the time of
entering into the transaction that: (1) the Corporation has purchased or sold
the Covered Security within the last 15 calendar days, or is purchasing or
selling or intends to purchase or sell the Covered Security in the next 15
calendar days; or (2) the Corporation has within the last 15 calendar days
considered purchasing or selling the Covered Security or within the next 15
calendar days intends to consider purchasing or selling the Covered Security.
(B) Investment Personnel of the Corporation must obtain approval from the
Corporation, as the case may be, before directly or indirectly acquiring
Beneficial Ownership in any securities in an Initial Public Offering or in a
Limited Offering. Such approval must be obtained from the Chief Compliance
Officer, unless he is the person seeking such approval, in which case it must
be obtained from the President of the 17j-l Organization.
(C) No Access Person shall recommend any transaction in any Covered Securities
by the Corporation without having disclosed to the Chief Compliance Officer
his or her interest, if any, in such Covered Securities or the issuer thereof,
including: the Access Person's Beneficial Ownership of any Covered Securities
of such issuer; any contemplated transaction by the Access Person in such
Covered Securities; any position the Access Person has with such issuer; and
any present or proposed business relationship between such issuer and the
Access Person (or a party in which the Access Person has a significant
interest).
Section V Reports by Access Persons
(A) Personal Securities Holdings Reports.
All Access Persons shall within 10 days of the date on which they become
Access Persons, and thereafter, within 30 days after the end of each calendar
year, disclose the title, number of shares and principal amount of all Covered
Securities in which they have a Beneficial Ownership as of the date the person
became an Access Person, in the case of such person's initial report, and as
of the last day of the year, as to annual reports. A form of such report,
which is hereinafter called a "Personal Securities Holdings Report," is
attached as Schedule A. Each Personal Securities Holdings Report must also
disclose the name of any broker, dealer or bank with whom the Access Person
maintained an account in which any securities were held for the direct or
indirect benefit of the Access Person as of the date the person became an
Access Person or as of the last day of the year, as the case may be. Each
Personal Securities Holdings Report shall state the date it is being
submitted.
(B) Quarterly Transaction Reports.
Within 10 days after the end of each calendar quarter, each Access Person
shall make a written report to the Chief Compliance Officer of all
transactions occurring in the quarter in a Covered Security in which he or she
had any Beneficial Ownership. A form of such report, which is hereinafter
called a "Quarterly Securities Transaction Report," is attached as Schedule B.
A Quarterly Securities Transaction Report shall be in the form of Schedule B
or such other form approved by the Chief Compliance Officer and must contain
the following information with respect to each reportable transaction:
(1) Date and nature of the transaction (purchase, sale or any other type
of acquisition or disposition);
(2) Title, interest rate and maturity date (if applicable), number of
shares and principal amount of each Covered Security involved and the
price of the Covered Security at which the transaction was effected;
(3) Name of the broker, dealer or bank with or through whom the
transaction was effected; and
(4) The date the report is submitted by the Access Person.
(C) Independent Directors.
Notwithstanding the reporting requirements set forth in this Section V, an
Independent Director who would be required to make a report under this Section
V solely by reason of being a director of the Corporation is not required to
file a Personal Securities Holding Report upon becoming a director of the
Corporation or an annual Personal Securities Holding Report. Such an
Independent Director also need not file a Quarterly Securities Transaction
Report unless such director knew or, in the ordinary course of fulfilling his
or her official duties as a director of the Corporation, should have known
that during the 15-day period immediately preceding or after the date of the
transaction in a Covered Security by the director such Covered Security is or
was purchased or sold by the Corporation or the Corporation considered
purchasing or selling such Covered Security.
(D) Brokerage Accounts and Statements.
Access Persons, except Independent Directors, shall:
(1) within 10 days after the end of each calendar quarter, identify the
name of the broker, dealer or bank with whom the Access Person
established an account in which any securities were held during the
quarter for the direct or indirect benefit of the Access Person and
identify any new account(s) and the date the account(s) were
established. This information shall be included on the appropriate
Quarterly Securities Transaction Report.
(2) instruct the brokers, dealers or banks with whom they maintain such
an account to provide duplicate account statements to the Chief
Compliance Officer.
(3) on an annual basis, certify that they have complied with the
requirements of (l) and (2) above.
(F) Form of Reports.
A Quarterly Securities Transaction Report may consist of broker statements or
other statements that provide a list of all personal Covered Securities
holdings and transactions in the time period covered by the report and contain
the information required in a Quarterly Securities Transaction Report.
(G) Responsibility to Report.
It is the responsibility of each Access Person to take the initiative to
comply with the requirements of this Section V. Any effort by the Corporation,
and its affiliates, to facilitate the reporting process does not change or
alter that responsibility. A person need not make a report hereunder with
respect to transactions effected for, and Covered Securities held in, any
account over which the person has no direct or indirect influence or control.
(H) Where to File Reports.
All Quarterly Securities Transaction Reports and Personal Securities Holdings
Reports must be filed with the Chief Compliance Officer.
(I) Disclaimers.
Any report required by this Section V may contain a statement that the report
will not be construed as an admission that the person making the report has
any direct or indirect Beneficial Ownership in the Covered Security to which
the report relates.
Section VI Additional Prohibitions
(A) Confidentiality of the Corporation's Transactions.
Until disclosed in a public report to shareholders or to the Securities and
Exchange Commission in the normal course, all information concerning the
securities "being considered for purchase or sale" by the Corporation shall be
kept confidential by all Covered Personnel and disclosed by them only on a
"need to know" basis. It shall be the responsibility of the Chief Compliance
Officer to report any inadequacy found in this regard to the directors of the
Corporation.
(B) Outside Business Activities and Directorships.
Access Persons may not engage in any outside business activities that may give
rise to conflicts of interest or jeopardize the integrity or reputation of the
Corporation. Similarly, no such outside business activities may be
inconsistent with the interests of the Corporation. All directorships of
public or private companies held by Access Persons shall be reported to the
Chief Compliance Officer.
(C) Gratuities.
Corporation Personnel shall not, directly or indirectly, take, accept or
receive gifts or other consideration in merchandise, services or otherwise of
more than nominal value from any person, firm, corporation, association or
other entity other than such person's employer that does business, or proposes
to do business, with the Corporation.
Section VII Annual Certification
(A) Access Persons.
Access Persons who are directors, managers, officers or employees of the
Corporation shall be required to certify annually that they have read this
Code and that they understand it and recognize that they are subject to it.
Further, such Access Persons shall be required to certify annually that they
have complied with the requirements of this Code.
(B) Board Review.
No less frequently than annually, the Corporation must furnish to the
Corporation's board of directors, and the board must consider, a written
report that: (A) describes any issues arising under this Code of Ethics or
procedures since the last report to the board, including, but not limited to,
information about material violations of the Code or procedures and sanctions
imposed in response to material violations; and (B) certifies that the
Corporation has adopted procedures reasonably necessary to prevent Access
Persons from violating the Code.
Section VIII Sanctions
Any violation of this Code shall be subject to the imposition of such
sanctions by the 17j-1 Organization as may be deemed appropriate under the
circumstances to achieve the purposes of Rule 17j-l and this Code. The
sanctions to be imposed shall be determined by the board of directors,
including a majority of the Independent Directors. Sanctions may include, but
are not limited to, 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 Corporation and the more advantageous price paid
or received by the offending person.
Section IX Administration and Construction
(A) The administration of this Code shall be the responsibility of the Chief
Compliance Officer.
(B) The duties of the Chief Compliance Officer are as follows:
(1) Continuous maintenance of a current list of the names of all Access
Persons with an appropriate description of their title or employment,
and informing all Access Persons of their reporting obligations
hereunder;
(2) On an annual basis, providing all Covered Personnel a copy of this
Code and informing such persons of their duties and obligations
hereunder including any supplemental training that may be required from
time to time;
(3) Maintaining or supervising the maintenance of all records and
reports required by this Code;
(4) Preparing listings of all transactions effected by Access Persons
who are subject to the requirement to file Quarterly Securities
Transaction Reports and reviewing such transactions against a listing of
all transactions effected by the Corporation;
(5) Issuance either personally or with the assistance of counsel as may
be appropriate, of any interpretation of this Code that may appear
consistent with the objectives of Rule 17j-l and this Code;
(6) Conduct such inspections or investigations as shall reasonably be
required to detect and report, with recommendations, any apparent
violations of this Code to the board of directors of the Corporation;
(7) Submission of a report to the board of directors of the Corporation,
no less frequently than annually, a written report that describes any
issues arising under the Code since the last such report, including but
not limited to the information described in Section VII (B); and
(C) The Chief Financial Officer shall maintain and cause to be maintained in
an easily accessible place at the principal place of business of the 17j-l
Organization, the following records:
(1) A copy of all codes of ethics adopted by the Corporation pursuant to
Rule 17j-1 that have been in effect at any time during the past five (5)
years;
(2) A record of each violation of such codes of ethics and of any action
taken as a result of such violation for at least five (5) years after
the end of the fiscal year in which the violation occurs;
(3) A copy of each report made by an Access Person for at least two (2)
years after the end of the fiscal year in which the report is made, and
for an additional three (3) years in a place that need not be easily
accessible;
(4) A copy of each report made by the Chief Compliance Officer to the
board of directors for two (2) years from the end of the fiscal year of
the Corporation in which such report is made or issued and for an
additional three (3) years in a place that need not be easily
accessible;
(5) A list of all persons who are, or within the past five (5) years
have been, required to make reports pursuant to the Rule and this Code
of Ethics, or who are or were responsible for reviewing such reports;
(6) A copy of each report required by Section VII (B) for at least two
(2) years after the end of the fiscal year in which it is made, and for
an additional three (3) years in a place that need not be easily
accessible; and
(7) A record of any decision, and the reasons supporting the decision,
to approve the acquisition by Investment Personnel of securities in an
Initial Public Offering or Limited Offering for at least five (5) years
after the end of the fiscal year in which the approval is granted.
(D) This Code may not be amended or modified except in a written form that is
specifically approved by majority vote of the Independent Directors.
This Code of Ethics initially was adopted and approved by the Board of
Directors of the Corporation on December 15, 2005.