III
TO I INTERNATIONAL MARITIME SOLUTIONS CAYMAN, INC.





CODE
OF ETHICS




Adopted
by the Company’s Board of Directors on March 25, 2010.




It is the
policy of III to I International Maritime Solutions Cayman, Inc. (the
“Company”), which serves as the general partner of III to I Maritime Partners
Cayman I, L.P. (the “Partnership”) that the Company’s Chief Executive Officer,
Chief Financial Officer, principal executive officer and principal accounting
officer (or persons performing similar functions) adhere to, advocate and
promote the following principles:




·
            Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;




·
            Full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that the Partnership files with, or submits to, the Securities
      and Exchange Commission (the “SEC”) and other public communications made
      by the Partnership; and




·
            Compliance
      with laws, rules and regulations applicable to the
      Partnership.




Reporting
and Treatment of Violations




Persons
who become aware of suspected violations of this Code should report such
suspected violations promptly to the Company’s Audit Committee of the Board of
Directors.  If the Audit Committee is not in existence, then
references in this Code of Ethics to the Audit Committee shall mean the
Company’s full Board of Directors.  To assist in the response to or
investigation of the alleged violation, the report should contain as much
specific information as possible to allow for proper assessment of the nature,
extent and urgency of the alleged violation.  Without limiting the
foregoing, the report should, to the extent possible, contain the following
information:




·
            The
      alleged event, matter or issue that is the subject of the alleged
      violation;




·
            The
      name of each person involved;




·
            If
      the alleged violation involves a specific event or events, the approximate
      date and location of each event;
and




·
            Any
      additional information, documentation or other evidence available relating
      to the alleged violation.







The Audit
Committee shall have the power to monitor, investigate, make determinations and
recommend action to the Board of Directors with respect to violations of this
Code.  In determining whether a violation of this Code has occurred,
the Audit Committee may take into account:




·
            The
      nature and severity of the
violation;




·
            Whether
      the violation was a single occurrence or involved repeated
      occurrences;




·
            Whether
      the violation appears to have been intentional or
    inadvertent;




·
            Whether
      the person in question had been advised prior to the violation as to the
      proper course of action;




·
            Whether
      the person in question had committed other violations in the past;
      and




·
            Such
      other facts and circumstances as the Audit Committee shall deem advisable
      in the context of the alleged
violation.




Consequences
of Violations




If a
violation is substantiated, the Board of Directors, upon the recommendation of
the Audit Committee, may impose such sanctions or take such actions as it deems
appropriate, including, but not limited to, the following:




·
            Disciplinary
      action (including censure, re-assignment, demotion, suspension or
      termination);




·
            Pursuit
      of any and all remedies available to the Company for any damages or harm
      resulting from a violation, including injunctive relief;
    and




·
            Referral
      of matters to appropriate legal or regulatory authorities for
      investigation and prosecution.




Requests
for Waivers and Changes in Code




A waiver
of a provision of this Code shall be requested whenever it is likely that a
contemplated action will violate the Code.  Any waiver (including an
implicit waiver) that constitutes a material departure from a provision of this
Code shall be publicly disclosed on a timely basis, to the extent required by
applicable rules and regulations of the SEC.  In addition, any
amendments to this Code (other than technical, administrative or other
non-substantive amendments) shall be publicly disclosed on a timely basis, to
the extent required by applicable rules and regulations of the
SEC.


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