AIS Fund
Policy: Code of Ethics for Principal Executive and Senior Financial
Officers





ALTERNATIVE INVESTMENT SOLUTIONS -
REGISTERED FUNDS





AIS
FUND POLICY:  CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR
FINANCIAL OFFICERS





Board
      Approval Received
                (as
      applicable)
              Absolute,
      Buyout and UST Global Funds – December 5, 2008
                Private
      Equity and Directional Funds – December 19, 2008Last
      Review Date:
              January
      2009Applicable
      Regulatory Authority
              Section
      406 of the Sarbanes-Oxley Act of 2002; Item 2 of Form N-CSR





Overview and
Statement





Item 2 of Form N-CSR (or Form 10K, as
applicable), the form used by registered management investment companies to file
certified annual and semi-annual shareholder reports, requires a registered
management investment company to disclose (1) whether it has adopted a code of
ethics that applies to the investment company’s principal executive officer and
senior financial officers and, if it has not adopted such a code of ethics, why
it has not done so, and (2) any amendments to, or waivers from, the code of
ethics relating to such officers.





The Board of each Fund has adopted the
following Code of Ethics, which sets forth the ethical standards to which the
Fund holds its principal executive officer and each of its senior financial
officers.





Policy




The Board of each Fund has adopted the
following policy in order to comply with the requirements as outlined
below:




I.
            Covered Officers/Purpose of the
      Code





This Code of Ethics (the “Code”) applies
to the Fund’s Principal Executive Officer, Principal Financial Officer, and
Principal Accounting Officer or Controller (the “Covered Officers”) for the
purpose of promoting:





·
            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 Fund files
      with, or submits to, the SEC, and in other public communications made by
      the Fund;




This
document is current as of the last review date but subject to change
thereafter.  Please consult the online version to verify that this
policy has not been updated or otherwise changed.
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 AIS Fund
Policy: Code of Ethics for Principal Executive and Senior Financial
Officers


·
            compliance with applicable laws
      and governmental rules and
regulations;





·
            the prompt internal reporting of
      violations of the Code to an appropriate person or persons identified in
      the Code; and





·
            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 or apparent conflicts of interest.





II.
            Administration of the
      Code





The Board has designated an individual
to be primarily responsible for the administration of the Code (the “Code
Officer”).  In the absence of the Code Officer, his or her designee
shall serve as the Code Officer, but only on a temporary
basis.





The Board has designated a person who
meets the definition of a chief legal officer (the “CLO”).  The CLO of
the Fund shall assist the Fund’s Code Officer in administration of this
Code.  The Code Officer, in consultation with the CLO, shall be
responsible for applying this Code to specific situations (in consultation with
Fund counsel, where appropriate) and has the authority to interpret this Code in
any particular situation.





III.
            Managing Conflicts of
      Interest





A “conflict of interest” occurs when a
Covered Officer’s personal interest interferes 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 the Covered Officer’s position with the
Fund.Certain
provisions in the 1940 Act and the rules and regulations thereunder and the
Advisers Act and the rules and regulations thereunder govern certain conflicts
of interest that arise out of the relationships between Covered Officers and the
Fund.  If such conflicts are addressed in conformity with applicable
provisions of the 1940 Act and the Advisers Act, they will be deemed to have
been handled ethically.  The Fund’s and its Adviser’s compliance
programs and procedures are designed to prevent, or identify and correct,
violations of those provisions.  This Code does not, and is not
intended to, repeat or replace those programs and procedures, and conduct that
is consistent with such programs and procedures falls outside of the parameters
of this Code.





Although they do not typically present
an opportunity for improper personal benefit, conflicts may arise from, or as a
result of, the contractual relationships between the Fund and, as applicable,
its Adviser, administrator, principal underwriter, pricing and bookkeeping agent
and/or transfer agent (each, a “Primary Service Provider”) 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 a Primary Service Provider, or for both),
be involved in establishing policies and implementing decisions that will have
different effects on the Primary Service Providers and the Fund.  The
participation of the Covered Officers in such activities is inherent in the
contractual relationships between the Fund and the Primary Service Providers and
is consistent with the performance by the Covered Officers of their duties as
officers of the Fund.  If such conflicts are addressed in conformity
with applicable provisions of the 1940 Act and the Advisers Act, they will be
deemed to have been handled ethically.  In addition, it is recognized
by the Board of the Fund that the Covered Officers also may be officers or
employees of one or more other investment companies or organizations affiliated
with the sponsor of the Fund covered by other similar codes and that the codes
of ethics of those other investment companies or organizations will apply to the
Covered Officers acting in such capacities for such other investment
companies.


This
document is current as of the last review date but subject to change
thereafter.  Please consult the online version to verify that this
policy has not been updated or otherwise changed.
 Page 2 of
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 AIS Fund
Policy: Code of Ethics for Principal Executive and Senior Financial
Officers




This Code
covers generalconflicts of interest and other
issues applicable to the Fund under the Sarbanes-Oxley Act of
2002.  The overarching principle is that the personal interest
of a Covered Officer should not be placed improperly before the interests of the
Fund.  Certain examples of such conflicts of interest
follow.





Each Covered Officer
must:





●
            not knowingly use his or her
      personal influence or personal relationships improperly to influence
      investment decisions or financial reporting by the Fund whereby the
      Covered Officer, or a member of his or her family, would benefit
      personally to the detriment of the
Fund;





●
            not knowingly cause the Fund to
      take action, or fail to take action, for the individual personal benefit
      of the Covered Officer, or a member of his or her family, rather than the
      benefit of the Fund;





●
            not 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;
  and





●
            report at least annually (or more
      frequently, as appropriate) known affiliations or other relationships that
      may give rise to conflicts of interest with respect to the
      Fund.





If a Covered Officer believes that he or
she has a potential conflict of interest that is likely to materially compromise
his or her objectivity or his or her ability to perform the duties of his or her
role as a Covered Officer, including a potential conflict of interest that
arises out of his or her responsibilities as an officer or employee of one or
more Primary Service Providers or other funds, he or she should consult with the
Code Officer, the CLO, the Fund’s outside counsel, or counsel to the Independent
Board Members, as appropriate.


This
document is current as of the last review date but subject to change
thereafter.  Please consult the online version to verify that this
policy has not been updated or otherwise changed.
 Page 3 of
9
 AIS Fund
Policy: Code of Ethics for Principal Executive and Senior Financial
Officers


Examples of potential conflicts of
interest that may materially compromise objectivity or ability to perform the
duties of a Covered Officer and which the Covered Officer should consider
discussing with the Code Officer or other appropriate person
include:





·
            service as a director on the board
      of a public or private company or service as a public
      official;





·
            the receipt of a non-de minimus
      gift when the gift is in relation to doing business directly or indirectly
      with the Fund;





·
            the receipt of entertainment from
      any company with which the Fund has current or prospective business
      dealings, unless such entertainment is business-related, reasonable in
      cost, appropriate as to time and place, and not so frequent as to raise
      any question of impropriety;





·
            an ownership interest in, or any
      consulting or employment relationship with, any of the Fund’s service
      providers, other than the Primary Service Providers or any affiliated
      person thereof; and





·
            a direct or indirect material
      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.





IV.
            Disclosure and
      Compliance





It is the responsibility of each Covered
Officer:





·
            to familiarize himself or herself
      with the disclosure requirements generally applicable to the Fund, as well
      as the business and financial operations of the
    Fund;





·
            to not knowingly misrepresent, and
      to not knowingly cause others to misrepresent, facts about the Fund to
      others, whether within or outside the Fund, including to the Fund’s Board,
      legal counsel, legal counsel to the Independent Board Members and
      auditors, and to governmental regulators and self-regulatory
      organizations;





·
            to the extent appropriate within
      his or her area of responsibility, consult with other officers and
      employees of the Fund and the Primary Service Providers 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





·
            to adhere to and, within his or
      her area of responsibility, promote compliance with the standards and
      restrictions imposed by applicable laws, rules and
      regulations.


This
document is current as of the last review date but subject to change
thereafter.  Please consult the online version to verify that this
policy has not been updated or otherwise changed.
 Page 4 of
9
 AIS Fund
Policy: Code of Ethics for Principal Executive and Senior Financial
Officers


V.
            Reporting and Accountability by
      Covered Officers





Each Covered Officer
must:





·
            upon adoption of the Code or
      becoming a Covered Officer, acknowledge in writing to the Fund’s Board
      that he or she has received, read and understands the Code, using the form
      attached as Appendix I
hereto;





·
            not retaliate against any employee
      or Covered Officer for reports of potential violations that are made in
      good faith; and





·
            notify the Code Officer promptly
      if he or she knows of any violation, or of conduct that reasonably could
      be expected to be or result in a violation, of this
      Code.  Failure to do so is a violation of this
      Code.





The Fund will follow the policy set
forth below in investigating and enforcing this Code:





·
            The Code Officer will endeavor to
      take all appropriate action to investigate any potential violation
      reported to him or her;





·
            If, after such investigation, the
      Code Officer believes that no violation has occurred, the Code Officer
      will so notify the person(s) reporting the potential violation, and no
      further action is required;





·
            Any matter that the Code Officer,
      upon consultation with the CLO, believes is a violation will be reported
      by the Code Officer or the CLO to the Fund’s Audit
      Committee;





·
            The Fund’s Audit Committee will be
      responsible for granting waivers, as appropriate;
    and





·
            This Code and any changes to or
      waivers of the Code will, to the extent required, be disclosed as provided
      by SEC rules.





The Code Officer shall report to the
Fund’s Audit Committee quarterly any violations of, or material issues arising
under, this Code.





VI.
            Other
    Policies





This Code
shall be the sole code of ethics adopted by the Fund for the purposes ofSection 406 of the Sarbanes-Oxley Act of 2002and the rules and forms
applicable to registered management investment companies
thereunder.  Insofar as other polices or procedures of theFund or the Fund’s Primary 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 conflict with the provisions of this Code.  The
Fund’s and its Adviser’s and principal underwriter’s codes of ethics under Rule
17j-1 under the 1940 Act and the more detailed policies and procedures of the
Primary Service Providers as set forth in their respect Compliance Manuals are
separate requirements applicable to the Covered Officers and are not part of
this Code.


This
document is current as of the last review date but subject to change
thereafter.  Please consult the online version to verify that this
policy has not been updated or otherwise changed.
 Page 5 of
9
 AIS Fund
Policy: Code of Ethics for Principal Executive and Senior Financial
Officers


VII.
            Disclosure of Amendments to the
      Code





Any
amendments will, to the extent required, be disclosed in accordance with
law.





VIII.
            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 or upon advice of counsel, such reports and records shall not
be disclosed to anyone other than the Fund’s Board, the Covered Officers, the
Code Officer, the CLO, the Fund’s Primary Service Providers and their
affiliates, and outside audit firms, legal counsel to the Fund and legal counsel
to the Independent Board Members.





X.
            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.







Reporting
Requirements




Board
Reporting:




1.
            Each Covered Officer must annually
      acknowledge in writing to the Fund’s Board that he or she has received and
      read the Code and believes that he or she has complied with therequirements of the
      Code, using the form attached as Appendix II
  hereto;





2.
            If the Audit Committee concurs
      that a violation has occurred, it will inform and make a recommendation to
      the Fund’s Board, which will consider appropriate action, which may
      include review of, and appropriate modifications to, applicable policies
      and procedures; notification to the appropriate personnel of the Fund’s
      Primary Service Providers or their boards; a recommendation to censure,
      suspend or dismiss the Covered Officer; or referral of the matter to the
      appropriate authorities for civil action or criminal
      prosecution;


This
document is current as of the last review date but subject to change
thereafter.  Please consult the online version to verify that this
policy has not been updated or otherwise changed.
 Page 6 of
9
 AIS Fund
Policy: Code of Ethics for Principal Executive and Senior Financial
Officers


Annual
Review:




3.
            The
      Fund CCO and/or his or her designee, in coordination with Compliance Risk
      Management, will review this policy on at least an annual basis, and more
      frequently as needed based on business/regulatory
      requirements.  All
      material amendments to this Code must be in writing and approved or
      ratified by the Fund’s Board, including a majority of the Independent
      Board Members.






Escalation




Any
issues that arise under this policy should be communicated to an associate’s
immediate supervisor, and appropriately escalated to Compliance Risk
Management.  Additionally, Compliance Risk Management will escalate
any compliance issues relating to this Policy to the Funds’ Chief Compliance
Officer and, if warranted, the appropriate Fund Board.





Supervision/Oversight




Compliance
Risk Management and Corporate Internal Audit may perform periodic reviews and
assessments of various lines of business, and compliance with relevant
policies.  Alternative Investment Solutions’ managers and supervisory
personnel are responsible for ensuring that their employees understand and
follow the rules in this policy and any applicable procedures adopted by the
business group to implement the policy.





Recordkeeping




All
records must be maintained for at least six years, the first three in the
appropriate AIS or Bank of America management office.  Thefollowing records will be maintained to
evidence compliance with this policy: (1)a copy of the information or materials
supplied to the Audit Committee or the Board: (i) that provided the basis for
any amendment or waiver to this Code; and (ii) relating to any violation of the
Code and sanctions imposed for such violation, together with a written record of
the approval or action taken by the Audit Committee and/or Board; (2) a copy of the policy and any
amendments; (3) a list of Covered Officers and reporting by Covered
Officers.







Coordination
with Overview and Implementation Statement




This policy should be read and
interpreted in conjunction with the Alternative Investment Solutions’
Overview and
Implementation of the Compliance Program Policy.






This
      policy is the property of the Funds and must not be provided to any
      external party without express prior consent from the Fund
      CCO.






This
document is current as of the last review date but subject to change
thereafter.  Please consult the online version to verify that this
policy has not been updated or otherwise changed.
 Page 7 of
9


Appendix I





INITIAL
ACKNOWLEDGEMENT





I acknowledge that I have received and
read a copy of the Code of Ethics for Principal Executive and Senior Financial
Officers (the “Code”) and that I understand it.  I further acknowledge
that I am responsible for understanding and complying with the policies set
forth in the Code during my tenure as a Covered Officer, as defined in the
Code.




I have set forth below (and on attached
sheets of paper, if necessary) all known affiliations or other relationships
that may give rise to conflicts of interest for me with respect to the
Fund.




______________________________________________________________




______________________________________________________________




______________________________________________________________




______________________________________________________________




______________________________________________________________




______________________________________________________________




______________________________________________________________




______________________________________________________________




I also acknowledge my responsibility to
report any known violation of the Code to the Code Officer, the CLO, the Fund’s
outside counsel, or counsel to the Independent Board Members, all as defined in
this Code.  I further acknowledge that the policies contained in the
Code are not intended to create any contractual rights or obligations, express
or implied.  I also understand that, consistent with applicable law,
the Fund has the right to amend, interpret, modify or withdraw any of the
provisions of the Code at any time in its sole discretion, with or without
notice.




Covered Officer Name and
      Title:(please
  print)
 
 Signature
              Date


Please
return this completed form to the CLO within one week from the date of your
review of these documents.  Thank you!  Page 8 of
9


Appendix
II




ANNUAL
ACKNOWLEDGEMENT




I acknowledge that I have received and
read a copy of the Code of Ethics for Principal Executive and Senior Financial
Officers (the “Code”) and that I understand it.  I further acknowledge
that I am responsible for understanding and complying with the policies set
forth in the Code during my tenure as a Covered Officer, as defined in the
Code.




I also acknowledge that I believe that I
have fully complied with the terms and provisions of the Code during the period
of time since the most recent Initial or Annual Acknowledgement provided by me
except as described below.




______________________________________________________________




______________________________________________________________




______________________________________________________________




______________________________________________________________




I have set forth below (and on attached
sheets of paper, if necessary) all known affiliations or other relationships
that may give rise to conflicts of interest for me with respect to the
Fund.1




______________________________________________________________




______________________________________________________________




______________________________________________________________




______________________________________________________________




I further acknowledge that the policies
contained in the Code are not intended to create any contractual rights or
obligations, express or implied.  I also understand that, consistent
with applicable law, the Fund has the right to amend, interpret, modify or
withdraw any of the provisions of the Code at any time in its sole discretion,
with or without notice.




Covered Officer Name and
      Title:(please
  print)
 
 Signature
              Date


Please
return this completed form to the CLO within one week from the date of your
receipt of a request to complete and return it.  Thank you!








1 It is
acceptable to refer to affiliations and other relationships previously disclosed
in prior Initial or Annual Acknowledgements without setting forth such
affiliations and relationships again.


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