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Exhibit p(2)
COMMONFUND ASSET MANAGEMENT COMPANY, INC.
CODE OF ETHICS
ADOPTED UNDER RULE 17j-1
The Commonfund Asset Management Company, Inc. (the "Investment Manager"), is
confident that its officers, directors, and employees act with integrity and
good faith. The Investment Manager recognizes, however, that personal interests
may conflict with the Commonfund Institutional Funds (the "Fund") interests
where officers, Directors or employees:
- know about the Fund's present or future Fund portfolio
transactions; or
- have the power to influence Fund portfolio transactions; and
- engage in Securities transactions for their personal
account(s).
In an effort to prevent any conflicts from arising and in accordance with Rule
17j-1 under the Investment Company Act of 1940, the Investment Manager has
adopted this Code of Ethics (the "Code") to address transactions that may create
or appear to create conflicts of interest, and to establish reporting
requirements and enforcement procedures. (Definitions of UNDERLINED terms are
included in Appendix I).
I. ABOUT THIS CODE OF ETHICS
A. WHO IS COVERED BY THE CODE OF ETHICS?
- All Investment Manager officers;
- All Investment Manager Directors; and
- All Investment Manager employees.
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B. WHAT RULES APPLY TO ME?
This Code sets forth specific prohibitions regarding
Securities transactions. All officers, Directors and employers
of the Investment Manager are considered both ACCESS PERSONS
and INVESTMENT PERSONNEL, as defined in Appendix I attached
hereto. As such, all of the prohibitions and restrictions
contained in this Code are universally applicable. The Code
also sets out certain reporting requirements attached in Part
A.
II. STATEMENT OF GENERAL PRINCIPLES.
In recognition of the trust and confidence placed in the Investment
Manager by the Fund, and because the Investment Manager believes that
its operations should benefit the Fund's shareholders, the Investment
Manager has adopted the following universally applicable principles:
1. The interest of the Fund's shareholders are
paramount. You must place shareholder interests
before your own.
2. You must accomplish all personal securities
transactions in a manner that avoids a conflict (or
the appearance of a conflict) between your personal
interests and those of the Fund or its shareholders.
3. You must avoid actions or activities that allow (or
appear to allow) you or your family to benefit from
your position with the Investment Manager, or that
bring into question your independence or judgment.
III. PROHIBITIONS AND RESTRICTIONS APPLICABLE TO COMMONFUND ASSET MANAGEMENT
COMPANY, INC. PERSONNEL.
A. PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION.
You cannot, in connection with the purchase or sale, directly
or indirectly, of a SECURITY HELD OR TO BE ACQUIRED by the
Fund:
1. employ any device, scheme or artifice to defraud the
Fund;
2. make to the Fund any untrue statement of a material
fact or omit to state to the Fund a material fact
necessary in order to make the statements made, in
light of the circumstances under which they are made,
not misleading;
3. engage in any act, practice or course of business
that operates or would operate as a fraud or deceit
upon the Fund; or
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4. engage in any manipulative practice with respect to
the Fund.
B. LIMITS ON ACCEPTING OR RECEIVING GIFTS.
Access persons cannot accept or receive any gift of more than
de minimis value from any person or entity in connection with
the Fund's (or any series thereof) entry into a contract,
development of an economic relationship, or other course of
dealing by or on behalf of the Fund.
C. BLACKOUT PERIOD ON PERSONAL SECURITIES TRANSACTIONS.
ACCESS PERSONS who in connection with their regular duties,
make, participate in, or obtain information regarding the
purchase or sale of securities by the Fund and any Natural
CONTROL Persons who obtain information regarding
recommendations of SECURITIES made to the Fund may not
PURCHASE OR SELL, directly or indirectly, any SECURITY in
which they have (or by reason of such transaction acquire) any
BENEFICIAL OWNERSHIP on the same day as the same (or a
related) SECURITY IS BEING PURCHASED or SOLD by the Fund (or
any series thereof).
D. PROHIBITION ON SELLING RECENTLY-ACQUIRED SECURITIES.
ACCESS PERSONS who, in connection with their regular duties,
make, participate in, or obtain information regarding the
purchase or sale of SECURITIES by the Fund; and Natural
CONTROL Persons who obtain information concerning
recommendations of SECURITIES made to the Fund may not sell a
SECURITY within 60 days of acquiring that SECURITY.
E. PRE-APPROVAL OF INVESTMENTS IN IPOS AND LIMITED OFFERINGS.
ACCESS PERSONS who, in connection with their duties, make or
participate in making recommendations regarding THE PURCHASE
OR SALE OF SECURITIES by a Fund or Natural CONTROL Persons who
obtain information concerning recommended securities must
obtain approval from the Review Officer, (as defined in
Section V below), before directly or indirectly acquiring
BENEFICIAL OWNERSHIP of any securities in an IPO or LIMITED
OFFERING.
IV. REPORTING REQUIREMENTS.
Subject to Section VII hereof, all officers, Directors and persons with
ACCESS must comply with the reporting requirements set forth in Part A.
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V. REVIEW AND ENFORCEMENT OF THE INVESTMENT MANAGER'S CODE.
A. APPOINTMENT OF A REVIEW OFFICER.
A review officer (the "Review Officer") will be appointed by
the President to perform the duties described in this Section
V.
B. THE REVIEW OFFICER'S DUTIES AND RESPONSIBILITIES.
i. The Review Officer shall notify each person who
becomes an ACCESS PERSON of the Investment Manager
and who is required to report under this Code of
Ethics and their reporting requirements no later than
10 days before the first quarter in which such person
is required to begin reporting.
ii. The Review Officer will, on a quarterly basis,
compare all reported personal securities transactions
with the Fund's completed portfolio transactions and
a list of SECURITIES that were BEING CONSIDERED FOR
PURCHASE OR SALE by the Fund's investment adviser(s)
during the period to determine whether a Code
violation may have occurred. Before determining that
a person has violated the Code, the Review Officer
must give the person an opportunity to supply
explanatory material.
iii. If the Review Officer finds that a Code violation may
have occurred, or believes that a Code violation may
have occurred, the Review Officer must submit a
written report regarding the possible violation,
together with the confidential report and any
explanatory material provided by the person, to the
President. The President will independently determine
whether the person violated the Code.
iv. No person is required to participate in a
determination of whether he or she has committed a
Code violation or discuss the imposition of any
sanction against himself or herself.
v. The Review Officer will submit his or her own
reports, as may be required pursuant to Part A
hereof, to an Alternate Review Officer who shall
fulfill the duties of the Review Officer with respect
to the Review Officer's reports.
vi. The Review Officer will create a written report
detailing any approval(s) granted to ACCESS PERSONS
for the purchase of securities offered in connection
with an IPO or a LIMITED OFFERING. The report must
include the rationale supporting any decision to
approve such a purchase.
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C. RESOLUTION; SANCTION(S).
If the President finds that a person has violated the Code,
the President will approve a proposed resolution of the
situation or, if appropriate, impose upon the person sanctions
that the President deems appropriate and will report the
violation and the resolution and/or sanction imposed to the
Fund's Board of Trustees at the next regularly scheduled board
meeting unless, in the sole discretion of the President,
circumstances warrant an earlier report.
VI. ANNUAL WRITTEN REPORT TO THE BOARD
At least once a year, the Investment Manager will provide the Fund's
Board of Trustees a written report that includes:
(1) ISSUES ARISING UNDER THE CODE. The reports must describe any
issue(s) that arose during the previous year under the codes
or procedures thereto, including any material code or
procedural violations, and any resulting sanction(s);
(2) The Review Officer, President, investment adviser(s)
(including any sub-advisers) and principal underwriter(s) may
report to the Board more frequently as they deem necessary or
appropriate and shall do so as requested by the Board; and
(3) CERTIFICATION. Each report must be accompanied by a
certification to the Board that the Fund, investment
adviser(s) (including any sub-advisers), and principal
underwriter(s) have adopted procedures reasonably necessary to
prevent their ACCESS PERSONS from violating their code of
ethics.
VII. Interrelationship With the Fund's Code of Ethics.
A. GENERAL PRINCIPLE.
A person who is both an officer and/or Trustee of the Fund and
an officer, Director, and/or employee of the Investment
Manager, is only required to report under this Code of Ethics.
B. PROCEDURES. The President of the Investment Manager shall:
i. Submit to the Board of Trustees of the Fund a copy of
this Code of Ethics;
ii. Promptly furnish to the Fund, upon request, copies of
any reports made under this Code of Ethics by any
person who is also covered by the Fund's code;
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iii. Promptly report to the Fund in writing any material
amendments to this Code of Ethics; and
iv. Immediately furnish to the Fund, without request, all
material information regarding any violation of this
Code of Ethics by any person.
VIII. RECORDKEEPING.
The Investment Manager will maintain records as set forth below. These
records will be maintained in accordance with Rule 31a-2 under the 1940
Act and the following requirements. They will be available for
examination by representatives of the Securities and Exchange
Commission and other regulatory agencies.
A. A copy of this Code and any other code adopted by the
Investment Manager, which is, or at any time within the past
five years has been, in effect will be preserved in an easily
accessible place.
B. A record of any Code violation and of any sanctions taken will
be preserved in an easily accessible place for a period of at
least five years following the end of the fiscal year in which
the violation occurred.
C. A copy of each Quarterly Transaction Report, Initial Holdings
Report, and Annual Holdings Report submitted under this Code,
including any information provided in lieu of any such reports
made under the Code (see Part A for more information about
reporting), will be preserved for a period of at least five
years from the end of the fiscal year in which it is made, for
the first two years in an easily accessible place.
D. A record of all persons, currently or within the past five
years, who are or were required to submit reports under this
Code, or who are or were responsible for reviewing these
reports, will be maintained in an easily accessible place.
E. A copy of each annual report required by Section VI of this
Code must be maintained for at least five years from the end
of the fiscal year in which it is made, for the first two
years in any easily accessible place.
F. The Fund must maintain a record of any decision, and the
reasons supporting the decision, to approve the acquisition of
securities acquired in an IPO or LIMITED OFFERING, for at
least five years after the end of the fiscal year in which the
approval is granted.
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IX. MISCELLANEOUS.
A. CONFIDENTIALITY. All reports and other information submitted
to the Fund pursuant to this Code will be treated as
confidential, provided that such reports and information may
be produced to the Securities and Exchange Commission and
other regulatory agencies.
B. INTERPRETATION OF PROVISIONS. The President may from time to
time adopt such interpretations of this Code as it deems
appropriate.
C. COMPLIANCE CERTIFICATION. Within 10 days of becoming an ACCESS
PERSON of the Fund, and each year thereafter, each such person
must complete the Compliance Certification, attached as
Appendix V.
Adopted this ________ day
of ______________, 200__.
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PART A
ACCESS PERSONS AND EMPLOYEES WITH INFORMATION ACCESS
I. LIST OF SECURITIES HOLDINGS
A. INITIAL HOLDINGS REPORT.
You must submit a listing of all SECURITIES you BENEFICIALLY
OWN, as well as all of your securities accounts, as of the
date you first become subject to this Code's reporting
requirements. You must submit this list to the Review Officer
within 10 days of the date you first become subject to this
Code's reporting requirements. An Initial Holdings Report Form
is attached as Appendix III.
B. ANNUAL HOLDINGS REPORT.
Each year, you must submit to the Review Officer a listing of
all SECURITIES you BENEFICIALLY OWN, as well as all of your
securities accounts. Your list must be current as of a date no
more than 30 days before you submit the report. An Annual
Holdings Report Form is attached as Appendix IV.
II. REQUIRED TRANSACTION REPORTS
A. QUARTERLY TRANSACTION REPORTS.
1. Each quarter, you must report all of your SECURITIES
transactions effected, as well as any securities
accounts you established, during the quarter. You
must submit your report to the Review Officer no
later than 10 days after the end of each calendar
quarter. A Quarterly Personal Securities Transactions
Report Form is included as Appendix II.
2. If you had no reportable transactions and did not
open any securities accounts during the quarter, you
are still required to submit a report. Please note on
your report that you had no reportable items during
the quarter, and return it, signed and dated.
3. You need not submit a quarterly report if the report
would duplicate information contained in broker trade
confirmations or account statements received by the
Fund, provided that all required information is
contained in the broker trade confirmations or
account statements and is received by the Review
Officer no later than 10 days after the end of the
calendar
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quarter. Please see the Review Officer for more
information about this reporting mechanism.
B. WHAT SECURITIES TRANSACTIONS AND ACCOUNTS ARE COVERED UNDER
THE QUARTERLY REPORTING OBLIGATION?
You must report all transactions in SECURITIES that: (i) you
directly or indirectly BENEFICIALLY OWN; or (ii) because of
the transaction, you acquire direct or indirect BENEFICIAL
OWNERSHIP. You must also report all of your accounts in which
any securities were held for your direct or indirect benefit.
C. WHAT SECURITIES AND TRANSACTIONS MAY BE EXCLUDED FROM THE
REPORT?
You are not required to detail or list the following items on
your reports:
1. Purchases or sales effected for any account over
which you have no direct or indirect influence or control;
2. Purchases you made solely with the dividend proceeds
received in a dividend reinvestment plan or that are part of
an automatic payroll deduction plan, where you purchased a
SECURITY issued by your employer;
3. Purchases effected on the exercise of rights issued
by an issuer pro rata to all holders of a class of its
SECURITIES, as long as you acquired these rights from the
issuer, and sales of such rights;
4. Purchases or sales which are non-volitional,
including purchases or sales upon the exercise of written puts
or calls and sales from a margin account pursuant to a bona
fide margin call; and
5. Purchases or sales of any of the following
securities:
- Direct obligations of the U.S. government;
- Banker's acceptances, bank certificates of deposit, commercial paper
and HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including repurchase
agreements; and
- Shares issued by registered, open-end investment companies.
You may include a statement in your report that the report shall not be
construed as your admission that you have any direct or indirect BENEFICIAL
OWNERSHIP in the SECURITY included in the report.
A-2
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APPENDIX I
DEFINITIONS
GENERAL NOTE
The definitions and terms used in this Code of Ethics are intended to mean the
same as they do under the 1940 Act and the other federal securities laws. If a
definition hereunder conflicts with the definition in the 1940 Act or other
federal securities laws, or if a term used in this Code is not defined, you
should follow the definitions and meanings in the 1940 Act or other federal
securities laws, as applicable.
ACCESS PERSON means:
- any Trustee or officer of the Fund or of the Fund's investment manager;
- any employee of the Fund or its investment manager (or of any company
in a control relationship to the fund or investment manager) who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale
of Securities by the Fund or whose functions relate to the making of
any recommendations with respect to the purchases or sales; and
- any natural person in a control relationship to the Fund or its
investment manager, who obtains information concerning recommendations
made to the Fund with regard to the purchase or sale of Securities by
the Fund.
AFFILIATED DIRECTOR means a director of the Investment Manager who is an
"interested person" of the Investment Manager within the meaning of Section
2(a)(19) of the 1940 Act. As of ______, 2000, the Investment Manager's
AFFILIATED DIRECTOR(S) is:
[LIST AFFILIATED DIRECTOR(S)]
BENEFICIAL OWNERSHIP means the same as it does under Section 16 of the
Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder. You should
generally consider yourself the "beneficial owner" of any SECURITIES in which
you have a direct or indirect pecuniary interest. In addition, you should
consider yourself the beneficial owner of SECURITIES held by your spouse, your
minor children, a relative who shares your home, or other persons by reason of
any contract, arrangement, understanding or relationship that provides you with
sole or shared voting or investment power.
I-1
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CONTROL means the same as it does under Section 2(a)(9) of the 1940 Act. Section
2(a)(9) provides that "control" means the power to exercise a controlling
influence over the management or policies of a company, unless such power is
solely the result of an official position with such company. Ownership of 25% or
more of a company's outstanding voting securities is presumed to give the holder
of such securities control over the company. The facts and circumstances of a
given situation may counter this presumption.
HIGH QUALITY SHORT-TERM DEBT INSTRUMENT means any instrument that has a maturity
at issuance of less than 366 days and that is rated in one of the two highest
rating categories by a nationally recognized statistical rating organization
(e.g., Moody's Investors Service).
INITIAL PUBLIC OFFERING ("IPO") means an offering of SECURITIES registered under
the Securities Act of 1933, the issuer of which, immediately before
registration, was not subject to the reporting requirements of section 13 or
section 15(d) of the Securities Exchange Act of 1934.
INVESTMENT PERSONNEL of a Fund or of a Fund's investment adviser means any
employees of the Fund or investment adviser who, in connection with his or her
regular duties, makes or participates in making recommendations regarding the
purchase or sale of SECURITIES by the Fund. As of _______, 2000, the Investment
Manager's INVESTMENT PERSONNEL include:
[LIST OF QUALIFYING EMPLOYEES]
LIMITED OFFERING means an offering that is exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule
505 or Rule 506 (e.g., private placements).
NONAFFILIATED DIRECTOR means a director of the Investment Manager who is not an
"interested person" of the Investment Manager within the meaning of Section
2(a)(19) of the 1940 Act. As of ________ , 2000, the Investment Manager's
NONAFFILIATED DIRECTOR(S) are:
[LIST NAMES OF NONAFFILIATED DIRECTOR(S)]
INVESTMENT MANAGER OFFICERS means any person lawfully elected by the Board and
authorized to act on behalf of the Investment Manager. As of _______, 2000, the
Investment Manager's OFFICERS are:
[LIST INVESTMENT MANAGER OFFICERS]
PURCHASE OR SALE OF A SECURITY includes, among other things, the writing of an
option to purchase or sell a SECURITY.
SECURITY means the same as it does under Section 2(a)(36) of the 1940 Act,
except that it does not include direct obligations of the U.S. Government or its
agencies, bankers' acceptances, bank
I-2
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certificates of deposit, commercial paper, high quality short-term debt
instruments, including repurchase agreements, or shares issued by registered,
open-end investment companies.
A SECURITY HELD OR TO BE ACQUIRED by the Fund means (A) any SECURITY that within
the most recent 15 days, (i) is or has been held by the Fund, or (ii) is being
or has been considered by the Fund's adviser or sub-adviser for purchase by the
Fund; and (B) any option to purchase or sell, and any SECURITY convertible into
or exchangeable for any SECURITY.
A SECURITY is BEING PURCHASED OR SOLD by the Fund from the time a purchase or
sale program has been communicated to the person who places buy and sell orders
for the Fund until the program has been fully completed or terminated.
A Security is BEING CONSIDERED FOR PURCHASE OR SALE by a Fund when a SECURITY is
identified as such by the Investment Manager to the Fund.
I-3
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APPENDIX II
QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT
Name of Reporting Person:
-------------------------------------------------------
Calendar Quarter Ended:
---------------------------------------------------------
Date Report Due:
----------------------------------------------------------------
Date Report Submitted:
----------------------------------------------------------
Securities Transactions
<TABLE>
<CAPTION>
Date of Name of No. Of Shares Principal Name of Broker,
Transaction Issuer and (if Amount, Maturity Type of Dealer or Bank
Title of applicable) Date and Transaction Price Effecting
Security Interest Rate Transaction
(if applicable)
--------------- ------------- ------------- ---------------- ------------- ------- ------------------
<S> <C> <C> <C> <C> <C> <C>
--------------- ------------- ------------- ---------------- ------------- ------- ------------------
--------------- ------------- ------------- ---------------- ------------- ------- ------------------
--------------- ------------- ------------- ---------------- ------------- ------- ------------------
--------------- ------------- ------------- ---------------- ------------- ------- ------------------
</TABLE>
If you had no reportable transactions during the quarter, please check here. \ \
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Securities Accounts
If you established an account within the quarter, please provide the following
information:
<TABLE>
<CAPTION>
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
------------------------------------ ---------------------------------- ------------------------------------
<S> <C> <C>
------------------------------------ ---------------------------------- ------------------------------------
------------------------------------ ---------------------------------- ------------------------------------
------------------------------------ ---------------------------------- ------------------------------------
------------------------------------ ---------------------------------- ------------------------------------
</TABLE>
If you did not establish a securities account during the quarter, please check
here. \ \
I certify that I have included on this report all securities transactions and
accounts required to be reported pursuant to the Code of Ethics.
----------------------------- ------------------
Signature Date
II-1
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APPENDIX III
INITIAL HOLDINGS REPORT
Name of Reporting Person:
-------------------------------------------------------
Date Person Became Subject to the Code's Reporting Requirements:
----------------
Information in Report Dated as of:
----------------------------------------------
Date Report Due:
----------------------------------------------------------------
Date Report Submitted:
----------------------------------------------------------
Securities Holdings
<TABLE>
<CAPTION>
Name of Issuer and Title of Security No. of Shares (if applicable) Principal Amount, Maturity Date and
Interest Rate (if applicable)
<S> <C> <C>
---------------------------------------- ------------------------------- -------------------------------------
---------------------------------------- ------------------------------- -------------------------------------
---------------------------------------- ------------------------------- -------------------------------------
---------------------------------------- ------------------------------- -------------------------------------
---------------------------------------- ------------------------------- -------------------------------------
</TABLE>
If you have no securities holdings to report, please check here. \ \
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Securities Accounts
<TABLE>
<CAPTION>
Name of Broker, Dealer or Bank Name(s) on and Type of Account
-------------------------------------------------------- --------------------------------------------------------
<S> <C>
-------------------------------------------------------- --------------------------------------------------------
-------------------------------------------------------- --------------------------------------------------------
-------------------------------------------------------- --------------------------------------------------------
</TABLE>
If you have no securities accounts to report, please check here. \ \
I certify that I have included on this report all securities transactions and
accounts required to be reported pursuant to the Code of Ethics.
----------------------------- ------------------
Signature Date
III-1
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APPENDIX IV
ANNUAL HOLDINGS REPORT
Name of Reporting Person:
-------------------------------------------------------
Information in Report Dated as of:
----------------------------------------------
Date Report Due:
----------------------------------------------------------------
Date Report Submitted:
----------------------------------------------------------
Calendar Year Ended: December 31,
---------
Securities Holdings
<TABLE>
<CAPTION>
Name of Issuer and Title of Security No. of Shares (if applicable) Principal Amount, Maturity Date and
Interest Rate (if applicable)
<S> <C> <C>
---------------------------------------- ------------------------------- -------------------------------------
---------------------------------------- ------------------------------- -------------------------------------
---------------------------------------- ------------------------------- -------------------------------------
---------------------------------------- ------------------------------- -------------------------------------
---------------------------------------- ------------------------------- -------------------------------------
</TABLE>
If you have no securities holdings to report for the year, please check here.\ \
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Securities Accounts
<TABLE>
<CAPTION>
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
------------------------------------ ---------------------------------- ------------------------------------
<S> <C> <C>
------------------------------------ ---------------------------------- ------------------------------------
------------------------------------ ---------------------------------- ------------------------------------
------------------------------------ ---------------------------------- ------------------------------------
</TABLE>
If you have no securities accounts to report for the year, please check here.\ \
I certify that I have included on this report all securities transactions and
accounts required to be reported pursuant to the Code of Ethics.
----------------------------- ------------------
Signature Date
IV-1
<PAGE> 16
APPENDIX V
ANNUAL COMPLIANCE CERTIFICATION
Initial Certification
I certify that I: (i) have received, read and reviewed the Fund's Code
of Ethics;
(ii) understand the policies and procedures in the
Code;
(iii) recognize that I am subject to such policies
and procedures;
(iv) understand the penalties for non-compliance;
(v) will fully comply with the Fund's Code of Ethics;
and
(vi) have fully and accurately completed this
Certificate.
Signature:
-----------------------------
Name: (Please print)
----------------------------------
Date Submitted:
------------------------
Date Due:
------------------------------
Annual Certification
I certify that I: (i) have received, read and reviewed the Fund's Code
of Ethics;
(ii) understand the policies and procedures in the
Code;
(iii) recognize that I am subject to such policies
and procedures;
(iv) understand the penalties for non-compliance;
(v) have complied with the Fund's Code of Ethics and
any applicable reporting requirements during this
past year;
(vi) have fully disclosed any exceptions to my
compliance with the Code below;
(vii) will fully comply with the Fund's Code of
Ethics; and
(vi) have fully and accurately completed this
Certificate.
EXCEPTION(S):
-------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Signature:
-------------------------
Name: (Please print)
------------------------------
Date Submitted:
--------------------
Date Due:
--------------------------
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APPENDIX VI
INVESTMENT ADVISER CERTIFICATION
The Commonfund Asset Management Company, Inc., investment manager to the
Commonfund Institutional Funds ("Commonfund"), hereby certifies to the
Commonfund Board of Directors, that it has adopted procedures reasonably
necessary to prevent its Access Persons from violating its Code of Ethics.
------------------------------------- --------------------
President, Commonfund Institutional Funds Date
VI-1
