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Exhibit p(1)
COMMONFUND INSTITUTIONAL FUNDS
CODE OF ETHICS
ADOPTED UNDER RULE 17j-1
EFFECTIVE AUGUST 28, 2000
Commonfund Institutional Funds (the "Company") is confident that its officers,
Directors and other persons involved with the Company's business act with
integrity and good faith. The Company recognizes, however, that personal
interests may conflict with the Company's interests where officers, Directors
and certain other persons:
- Know about the Company's present or future portfolio
transactions; or
- Have the power to influence the Company's portfolio
transactions; and
- Engage in securities transactions in their personal
account(s).
In an effort to prevent conflicts of interest from arising, and in accordance
with Rule 17j-1 under the Investment Company Act of 1940, the Company has
adopted this Code of Ethics (the "Code") to address transactions and conduct
that may create conflicts of interest, establish reporting requirements, and
create enforcement procedures. Definitions of UNDERLINED terms used throughout
the Code are included in Appendix I.
I. ABOUT THIS CODE OF ETHICS
A. Who is Covered by the Code?
The Company's ACCESS PERSONS are covered under this Code. The
Company's ACCESS PERSONS generally are:
- All Directors of the Company, both INTERESTED and INDEPENDENT;
- All COMPANY OFFICERS; and
- Natural persons in a CONTROL relationship to the Company who
obtain information concerning recommendations about the
PURCHASE OR SALE of a security by the Company ("Natural
CONTROL Persons").
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B. What Rules Apply to Me?
This Code sets forth specific prohibitions and restrictions. They
apply to all ACCESS PERSONS of the Company except where otherwise
noted. The Code also sets out reporting requirements for ACCESS
PERSONS. For the reporting requirements that apply to you, please
refer to Parts A and B, as indicated below:
- INDEPENDENT DIRECTORS Part A
- INTERESTED DIRECTORS and COMPANY OFFICERS Part B
- Natural CONTROL Persons Part B
II. STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in the COMPANY by its
shareholders, and because the Company believes that its operations
should benefit its shareholders, the Company has adopted the following
principles to be followed by its ACCESS PERSONS:
A. The interests of the Company"s shareholders are paramount. You
must place shareholder interests before your own.
B. You must accomplish all personal securities transactions in a
manner that avoids any conflict between your personal
interests and the interests of the Company or its
shareholders.
C. You must avoid actions or activities that allow you or your
family to benefit from your position with the Company, or that
bring into question your independence or judgment.
III. GENERAL PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION
ACCESS PERSONS may not, in connection with the purchase or sale,
directly or indirectly, of a SECURITY HELD OR TO BE ACQUIRED by the
Company (or any series thereof):
A. Employ any device, scheme or artifice to defraud the Company;
B. Make to the Company any untrue statement of a material fact or
omit to state to the Company a material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
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C. Engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the
Company; or
D. Engage in any manipulative practice with respect to the
Company.
IV. PROHIBITIONS AND RESTRICTIONS FOR ACCESS PERSONS
A. Pre-Approval for IPOs and Limited Offerings (not applicable to
INDEPENDENT DIRECTORS).
This restriction applies to: (i) ACCESS PERSONS who, in
connection with their duties, make or participate in making
recommendations regarding THE PURCHASE OR SALE OF ANY SECURITY
by a Company and (ii) Natural CONTROL Persons. These persons
must obtain approval from the Review Officer (as defined in
Section VI below) before directly or indirectly acquiring
BENEFICIAL OWNERSHIP of any securities in an IPO or LIMITED
OFFERING.
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 Company'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 Company.
V. REPORTING REQUIREMENTS
Subject to Section X hereof, ACCESS PERSONS of the Company must comply
with the reporting requirements set forth in Parts A or B.
VI. REVIEW AND ENFORCEMENT OF THE CODE
A. Appointment of a Review Officer.
A review officer ("Review Officer") will be appointed by the
Company's [President] to perform the duties described herein.
B. The Review Officer's Duties and Responsibilities.
(1) The Review Officer shall notify each person who
becomes an ACCESS PERSON of the Company and who is
required to report under this Code of Ethics of their
reporting requirements no later than 10 days before
the first quarter in which such person is required to
begin reporting.
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(2) The Review Officer will, on a quarterly basis,
compare all reported personal securities transactions
with the Company's completed portfolio transactions
and a list of SECURITIES that were BEING CONSIDERED
FOR PURCHASE OR SALE by the Company'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.
(3) If the Review Officer finds that a Code violation has
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]
and legal counsel ("Counsel") for the Company. The
[President] and Counsel will determine whether the
person violated the Code.
(4) 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.
(5) The Review Officer will submit his or her own
reports, as may be required pursuant to Parts A or B
hereof, to an Alternate Review Officer who shall
fulfill the duties of the Review Officer with respect
to the Review Officer's reports.
(6) The Review Officer will create a written report
detailing any approval(s) granted to ACCESS persons
for the acquisition of securities offered in
connection with an IPO or LIMITED OFFERING. The
report must include the rationale supporting any
decision to approve such an acquisition.
C. Resolution; Sanctions.
If the [President] and Counsel determine that a person has
violated the Code pursuant to paragraph B. (3) above, the
[President] will approve a proposed resolution of the
situation and submit the proposed resolution, with a report on
the violation, to the Board at the next regularly scheduled
Board meeting unless, in the [President]'s sole discretion,
circumstances warrant an earlier report. In lieu of proposing
a resolution to the Board, the [President] may, if
appropriate, impose upon the person a resolution and/or
sanctions that the [President] deems appropriate.
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VII. ANNUAL WRITTEN REPORTS TO THE BOARD
At least annually, the Review Officer, investment adviser(s) (including
any sub-advisers), and principal underwriter(s) (if required) will
provide written reports to the Company's Board of DIRECTORS as follows:
A. 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). 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.
B. CERTIFICATION. Each report must be accompanied by a
certification to the Board that the Company, 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.
VIII. INTERRELATIONSHIP WITH OTHER CODES OF ETHICS
A. General Principle: Overlapping Responsibilities. A person who
is both an ACCESS PERSON of the Company and an access person
of an investment adviser to or principal underwriter for the
Company is only required to report under and otherwise comply
with the investment adviser's or principal underwriter's code
of ethics, provided that such code has been adopted pursuant
to and in compliance with Rule 17j-1. These ACCESS PERSONS,
however, remain subject to the principles and prohibitions in
Sections II and III hereof; and the administrator must comply
with paragraph C of this Section VIII.
B. Overlap with Administrator's Code of Ethics. A person who is
both an ACCESS PERSON of the Company and subject to the
Company administrator's code of ethics that complies with the
principles in and the reporting requirements under Rule 17j-1
may not be required to report under both codes of ethics.
Access persons of the Company seeking to comply with the
reporting and other requirements in an administrator's code of
ethics in lieu of those in this Code must notify the Review
Officer. Such ACCESS PERSONS shall remain subject to the
principles and prohibitions in Sections II and III hereof; and
the administrator must comply with paragraph C of this Section
VIII.
C. Procedures. Each such investment adviser, principal
underwriter and administrator of the Company must:
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(1) Submit to the Board of DIRECTORS of the Company a
copy of its code of ethics adopted pursuant to or in
compliance with Rule 17j-1;
(2) Promptly furnish to the Company, upon request, copies
of any reports made under its code of ethics by any
person who is also covered by the Company's Code; and
(3) Promptly report to the Company in writing any
material amendments to its code of ethics, along with
the certification described under Section VII.B.
above.
IX. RECORDKEEPING
The Company will maintain the records 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 Company,
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 imposed
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 Parts A and B 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 VII 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.
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F. 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.
X. MISCELLANEOUS
A. Confidentiality. All reports and other information submitted
to the Company 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, or as otherwise required by law.
B. Interpretation of Provisions. The Board of DIRECTORS 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 Company, and each year thereafter, each such
person must complete the Compliance Certification, attached as
Appendix V.
Adopted this 28th day of August, 2000.
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PART A
INDEPENDENT DIRECTORS
I. QUARTERLY TRANSACTION REPORTS
(A) Subject to Section II. (B) below, 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.
(B) 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.
(C) You need not submit a quarterly report if the report would
duplicate information in broker trade confirmations or account
statements received by the Company, 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 quarter.
Please see the Review Officer for more information about this
reporting mechanism.
II. WHAT MUST BE INCLUDED IN YOUR QUARTERLY REPORTS?
(A) 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 any account you established
during the quarter in which any securities were held for your
direct or indirect benefit.
(B) Notwithstanding Section I above, reports of individual
SECURITIES transactions are required only if you knew at the
time of the transaction, or in the ordinary course of
fulfilling your official duties as a DIRECTOR should have
known, that during the 15-day period immediately preceding or
following the date of your transaction, the same SECURITY was
purchased or sold, or was BEING CONSIDERED FOR PURCHASE OR
SALE, by the Company (or any series thereof).
The "should have known" standard does not:
- imply a duty of inquiry;
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- presume you should have deduced or extrapolated from
discussions or memoranda dealing with the Company's
(or a series) investment strategies; or
- impute knowledge from your awareness of the Company's
(or a series) portfolio holdings, market
considerations, or investment policies, objectives
and restrictions.
III. WHAT MAY BE EXCLUDED FROM YOUR QUARTERLY REPORTS?
You are not required to detail or list the following items on your
quarterly report:
(A) Purchases or sales effected for any account over which you
have no direct or indirect influence or control;
(B) 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;
(C) 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;
(D) 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
(E) 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-9
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PART B
INTERESTED DIRECTORS, COMPANY OFFICERS,
AND NATURAL CONTROL PERSONS
I. REQUIRED REPORTS
(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.
(C) 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
Company, 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 quarter. Please see the Review Officer for
more information about this reporting mechanism.
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II. WHAT MUST BE INCLUDED IN YOUR REPORTS?
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.
III. WHAT MAY BE EXCLUDED FROM YOUR REPORTS?
You are not required to detail or list the following items on your
reports:
(A) Purchases or sales effected for any account over which you
have no direct or indirect influence or control;
(B) 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;
(C) 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;
(D) 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
(E) 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.
B-11
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APPENDIX I
DEFINITIONS
GENERAL NOTE
The definitions and terms used in this Code of Ethics are intended to
have the same meaning 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 Director or officer of the Company;
- any employee of the Company (or of any company in a control
relationship to the Company) 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 Company 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 Company
who obtains information concerning recommendations made to the
Company with regard to the PURCHASE OR SALE of securities by
the Company.
BENEFICIAL OWNERSHIP has the same meaning 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 if by reason
of any contract, arrangement, understanding or relationship you have sole or
shared voting or investment power.
CONTROL has the same meaning 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. Any person who does not
own more than 25% of the voting securities of a company is presumed not to
control such company. The facts and circumstances of a given situation may
counter this presumption.
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COMPANY OFFICERS means any person lawfully elected by the Board of Directors and
authorized to act on behalf of the Company. As of [August 28, 2000], the
Company's officers are:
Robert L. Bovinette - President
John W. Auchincloss - Secretary
Susan C. Mosher - Assistant Secretary
Marita K. Wein - Treasurer
Timothy F. Osborne - Assistant Treasurer
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).
INDEPENDENT DIRECTOR means a Director of the Company who is not an "interested
person" of the Company within the meaning of Section 2(a)(19) of the 1940 Act.
As of [August 28, 2000], the Company's INDEPENDENT DIRECTORS are:
John B. Carroll
Louis W. Moelchert
Jerald L. Stevens
IPO (i.e., initial public offering) 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.
INTERESTED DIRECTOR means a Director of the Company who is an "interested
person" of the Company within the meaning of Section 2(a)(19) of the 1940 Act.
As of [August 28, 2000], the Company's interested Directors is:
Robert L. Bovinette
William T. Spitz
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).
PURCHASE OR SALE of a SECURITY includes, among other things, the writing of an
option to purchase or sell a SECURITY.
SECURITY has the same meaning 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,
bankers' acceptances, bank certificates of deposit, commercial paper, HIGH
QUALITY SHORT-TERM DEBT INSTRUMENTS, including repurchase agreements, or shares
issued by registered, open-end investment companies
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A SECURITY HELD OR TO BE ACQUIRED by the Company (or a series thereof) means:
(A) any SECURITY that within the most recent 15 days (i) is or has been held by
the Company; or (ii) is BEING OR HAS BEEN CONSIDERED by the Company's adviser
for purchase by the Company; 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 Company (or a series thereof) from
the time a purchase or sale program has been communicated to the person who
places buy and sell orders for the Company until the program has been fully
completed or terminated.
A SECURITY is BEING CONSIDERED FOR PURCHASE OR SALE by the Company (or a series
thereof) when a SECURITY is identified as such by the investment adviser to the
Company.
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APPENDIX II
QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT
FOR COMMONFUND INSTITUTIONAL FUNDS
Name of Reporting Person: ___________________________
Calendar Quarter Ended: ___________________________
Date Report Due: ____________________10, ____
Date Report Submitted: ___________________________
Securities Transactions
<TABLE>
<CAPTION>
Principal
Amount, Name of
Name of No. of Maturity Broker, Dealer
Issuer and Shares Date and or Bank
Date of Title of (if Interest Rate Type of Effecting
Transaction Security applicable) (if applicable) Transaction Price Transaction
----------- -------- ----------- --------------- ----------- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
If you have no securities transactions to report for 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 a securities account during the quarter, please provide the
following information:
<TABLE>
<CAPTION>
Name of Broker, Dealer or Bank Date Account was Name(s) on and Type of
Established 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
FOR COMMONFUND INSTITUTIONAL FUNDS
Name of Reporting Person: ________________________________
Date Person Became Subject to the
Code's Reporting Requirements: _________________________
Information in Report Dated as of: ________________________
Due:_______________________________________________________
Date Report Submitted: ___________________________________
Securities Holdings
<TABLE>
<CAPTION>
Name of Issuer and No. of Shares Principal Amount, Maturity Date and Interest
Title of Security (if applicable) 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 holdings 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
FOR COMMONFUND INSTITUTIONAL FUNDS
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 No. of Shares Principal Amount, Maturity Date and Interest Rate (if
Title of Security (if applicable) 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 Name(s) on and Type of Account
Established
------------------------------ ----------- ------------------------------
<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
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APPENDIX V
COMPLIANCE CERTIFICATION
FOR COMMONFUND INSTITUTIONAL FUNDS
(THE "COMPANY")
Initial Certification
I certify that I: (i) have received, read and reviewed the Company'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 Company'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 Company'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 Company's Code of Ethics and
any applicable
(vi) have fully disclosed any exceptions to my compliance
with the Code above;
(vii) will fully comply with the Company's Code of Ethics;
and
(vi) have fully and accurately completed this Certificate.
EXCEPTION(S):
_______________________________________________________________________________
_______________________________________________________________________________
Signature:_______________________________________
Name:____________________________________________(Please print)
Date Submitted:__________________________________
Date Due: _______________________________________
