Berkley Acquisitions | Berkley Asset Fund I, LP - Code of Business Ethics and Conduct

BERKLEY ASSET FUND I, LP Code of Business Ethics & Conduct

1. Introduction

Berkley Asset Management LLC (“BAM”) and Berkley Asset Fund I, L.P., the fund of which BAM is the general partner (the "Fund"), are committed to conducting all aspects of their business in accordance with the highest ethical and legal standards. This commitment begins with BAM's Managing Member and Chief Investment Officer and is expected to be adhered to by all the members and employees of BAM and the Fund.

This Code is intended to serve as a guide for general decision making in a variety of circumstances that might be encountered in conducting the Fund's business. All members and employees of BAM and the Fund are expected to be familiar with the Code and to adhere to those principles and procedures set forth in the Code that apply to them. Recognizing that no code can describe every circumstance regarding ethical and legal challenges, in addition to compliance with the Code and applicable laws, rules and regulations, all members and employees are expected to observe the highest standards of business and personal ethics in the discharge of their assigned duties and responsibilities.

2. Fair Dealing

We will not seek competitive advantages through illegal or unethical business practices. Each member and employee shall endeavor to deal fairly with the Fund's tenants, service providers, suppliers, competitors and employees. No member or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

3. Honest and Candid Conduct

Each member and employee owes a duty to BAM, and therefore, the Fund, to act with integrity. Deceit and subordination of the principles of this Code are inconsistent with integrity.

4. Conflicts of Interest

A "conflict of interest" occurs when an individual's private interest interferes or appears to interfere with the interests of the Fund. A conflict of interest can arise when a member or employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. For example, a conflict of interest would arise if a member or employee, or a member or his or her family, receives improper personal benefits as a result of his or her position in BAM or the Fund.

Conflicts of interest, potential conflicts of interest or relationships which are identified as giving rise to potential conflicts of interest, are approved by the advisory committee of the Fund (the “Advisory Committee”). Any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should be discussed with the Advisory Committee.

Some conflict of interest situations may include the following:

Any significant ownership interest in any real estate asset acquired by the Fund; and
Selling anything to the Fund or buying anything from the Fund.

Such situations, if material, should be discussed with the Advisory Committee. Anything that would present a conflict for a trustee, officer or employee would likely also present a conflict if it were related to a member of his or her family.

5. Compliance

It is BAM’s and the Fund's policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each member and employee to adhere to the standards and restrictions imposed by those laws, rules and regulations.

6. Reporting and Accountability

The Chief Financial and Compliance Officer is ultimately responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any member or employee who becomes aware of any existing or potential violation of this Code is required to notify the Chief Financial and Compliance Officer. Failure to do so is itself a violation of this Code.

The Chief Financial and Compliance Officer shall take all action he considers appropriate to investigate any violations reported. If a violation has occurred, BAM or the Fund will take such preventive action as it deems appropriate. From time to time, BAM or the Fund may waive some provisions of this Code.

7. Corporate Opportunities

Members and employees owe a duty to the Fund to advance the Fund's business interests when the opportunity to do so arises. Members and employees are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of Fund property, information or position, unless the Fund has already been offered the opportunity and turned it down. The term "third party" for this purpose does not include companies or other entities that BAM controls or with respect to which it has an arrangement pursuant to which it manages such party's business or assets or develops or leases properties for such party. Generally, members and employees are prohibited from using Fund property, information or position for personal gain and from competing with the Fund. However, as indicated above, the Fund may control, or have arrangements under which the Fund manages the business or assets of other companies or entities or develops or leases their properties. Additionally, some of BAM's outstanding membership interest is owned by entities and individuals who engage in the same or similar activities or lines of business as the Fund. Certain of the members are partners, directors or executive officers of such companies. These overlapping ownership interests may result in potential competition between the business activities conducted, or sought to be conducted, by the Fund. The Fund recognizes that it would not be practicable or desirable in all circumstances to prohibit competition with the Fund. From time to time business opportunities may arise which might be suitable for the Fund and one or more entities with which the Fund has such a relationship. In such circumstances the opportunity may be directed by the Fund in accordance with the agreements and historical relationship between the Fund and the other entity. However, business opportunities which are presented to members or employees, either in their capacity as such or specifically for the use and benefit of the Fund must be first presented to the Fund before being directed elsewhere.

8. Confidentiality

In carrying out the Fund's business, members and employees often learn confidential or proprietary information about the Fund, its targets, or joint venture parties. Members and employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated.

9. General

It is in the best interest of the Fund that the members and employees act in a manner consistent with this Code and that such persons should not suffer harm for doing so. Accordingly, neither BAM nor the Fund will take action against any member or employee for any action taken or not taken in good faith compliance with the provisions of this Code. Each member or employee will be entitled to rely upon the provisions of this Section.

Berkley Asset Management LLC ("BAM"), the General Partner of Berkley Asset Fund I, LP ("BAF") would like to inform you (the "LP Investor") of our policies regarding privacy of subscribed LP Investor's information. BAM is bound by standards of confidentiality that are stringent and BAM will always do everything in its power to protect the LP Investor's rights to privacy.

BAM maintains data and proprietary information which our LP Investors supply to us or authorize us to obtain from third parties so that BAM may prepare tax related documents for their reporting purposes. As a general policy, BAM will only maintain data for seven years; however, certain information (such as the tax basis for capital assets, as well as prior year's tax returns) may be retained for longer periods.

Because of the confidentiality standards, BAM does not share any information about the LP Investors with any persons outside of BAM. BAM does, however, share such information with individuals within BAM and its affiliated entities so that BAM can offer the LP Investors a full range of service.

Notwithstanding this policy, BAM may be required to disclose confidential information as necessary:

To an outside service institution with whom BAM has a stringent Confidentiality Agreement that assists in providing tax preparation services for the LP Investors;
To third parties, as authorized by the LP Investors;
To governmental agencies (such as federal and state taxing authorities ) in representation of the LP Investors' direct or indirect interests;
To the CPA firm or their representatives who conduct BAM's audit reviews;
To state or federal regulatory authorities and tax bureaus who may oversee BAF's tax auditing;
To comply with lawfully issued subpoenas or court direct orders

Also be advised that, while BAM may be approached by non-affiliated third parties inquiring whether any of the LP Investors might be interested in becoming involved in a certain transaction, BAM will not provide confidential information about the LP Investors without their express written consent.

If you have any questions about BAM's policies designed to protect the privacy of the LP Investors, please call to discuss. Thanking you in advance, Berkley Asset Management LLC, the General Partner of Berkley Asset Fund I, LP.