CODE OF ETHICS
August 2000
I. INTRODUCTION
This Code of Ethics (the "Code") sets forth the policies and procedures of
Foundation Advisers, Inc. ("FAI") and all TIFF-related investment vehicles
("TIFF vehicles"), including TIFF Investment Program, Inc. ("TIP"), TIFF Private
Investment Program, and TIFF Absolute Return Pool, regarding business ethics,
confidentiality, and trading in securities. These policies and procedures are
mandatory and are designed to protect the business interests of TIP and FAI.
This Code is adopted pursuant to Section 204A of the Investment Advisers Act of
1940 and Rule 17j-1 of the Investment Company Act of 1940 ("1940 Act").
II. INDIVIDUALS COVERED BY THE CODE OF ETHICS
The provisions of this Code apply to directors, officers and employees of FAI
and the TIFF investment vehicles. It also applies to any employee or officer of
Investors Capital Services, Inc. ("ICS") or Investors Bank & Trust Company
("IBT") who, as part of his or her regular duties for FAI or the TIFF vehicles,
is involved with selecting portfolio securities, has access to information
regarding future purchases or sales of portfolio securities, or makes any
recommendation regarding the purchase or sale of securities ("Covered IBT/ICS
Employees"). Unless otherwise noted, all references in Sections III-VI to
directors, officers, and employees refer to directors, officers and employees of
FAI and the TIFF vehicles and Covered IBT/ICS Employees. The Code does NOT apply
generally to the disinterested directors of TIP, although those directors are
subject to certain requirements, as described in Section VII of this Code.
Each individual covered by this Code is required to read and understand these
policies and procedures and sign the Certification attached as Exhibit A.
Failure to comply with these policies and procedures may result in civil and
criminal liabilities, penalties or fines, imprisonment, legal prohibition
against further employment in the securities industry, and dismissal from
employment for cause. In the event of dismissal for cause, the individual may
lose certain benefits from FAI and/or under applicable unemployment insurance
laws. FAI shall investigate any matter for which the facts suggest that the Code
has been violated.
All questions about the interpretation or application of the policies and
procedures set forth in this Code should be addressed to the Director of
Compliance, or his/her designated compliance officer. All individuals are
encouraged to seek advice from counsel with respect to any action or transaction
that may violate this Code and to refrain from any action or transaction which
might lead to the appearance of a violation.
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III. CONFIDENTIALITY
Directors, officers and employees have access to confidential information and
may not use such information for any direct or indirect personal benefit. This
restriction applies regardless of the source of such information and includes
trading securities on the basis of such confidential information or advising
others to trade on such basis.
Furthermore, no transactions may be executed by or on behalf of FAI or TIFF
vehicles based upon any confidential information. However, FAI may "bunch"
transactions in the same securities for TIFF vehicles in order to execute a
single "bunched" transaction.
Information derived from any source (whether in the course of employment or
otherwise) should be considered confidential if it is not known to have been
publicly disseminated, e.g. disclosed in a press release, a major news
publication, public disclosure documents such as prospectuses or other materials
sent to shareholders or potential investors, or other publicly available
materials.
Examples of confidential information include information concerning: (a)
pre-execution securities transactions of TIFF vehicles or their underlying
managers or funds; (b) policies of FAI or TIFF vehicles that are not publicly
known; and (c) the operations or condition of FAI, the TIFF vehicles, or TIFF
members.
PROCEDURES REGARDING CONFIDENTIAL INFORMATION
o Never disclose confidential information to any outsider (including
relatives).
o Avoid making even casual remarks that might disclose information of a
confidential nature or allow the appearance of such disclosure. This
applies not only during work and in public places, but also at home and in
all outside social contacts.
o Avoid discussing confidential matters in public places where outsiders may
be present or where unauthorized personnel could obtain confidential
information that they should not have (e.g., restaurants, building lobbies,
theatres, sports arenas, etc.).
o Avoid unnecessary copying of confidential documents.
o Avoid displaying documents containing confidential information in public
places.
o Avoid leaving documents containing confidential information in conference
rooms, on desks or in other locations where they may be seen by outsiders
or by unauthorized personnel.
o Promptly destroy extra or unnecessary documents containing confidential
information.
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IV. BUSINESS ETHICS AND CONFLICTS OF INTEREST
These policies are intended to ensure that the interests of FAI, the TIFF
vehicles, and TIFF's members take priority over the individual's own interests
or benefits in all circumstances.
Directors, officers and employees should avoid any conflict of interest, the
potential for conflict, or even the appearance of such conflict. Decisions about
the best interests of FAI, the TIFF vehicles, and TIFF's members should not be
compromised or appear to be compromised by one's investments or other interests
outside the scope of one's employment, whether with FAI or with IBT or ICS.
Questions of proper business ethics and conflicts of interest are often
difficult to determine and to resolve. If there is any uncertainty about a given
situation, please consult the Director of Compliance or a senior FAI officer for
an interpretation of that situation before acting.
PROCEDURES REGARDING OUTSIDE ACTIVITY
o Outside activities should not impair one's working efficiency or
responsibilities.
o All positions as a director, officer, or advisor to other companies or
organizations must be approved in advance. Covered IBT/ICS Employees or
employees of IBT or ICS who also serve as officers of TIP or other TIFF
vehicles)are not required to obtain advance approval of these positions;
however, they are required to report them on a quarterly basis (see Exhibit
D). Direct or indirect interests or investments in any dealer, broker, or
other supplier of goods or services to FAI or the TIFF vehicles from which
one might materially benefit because of the relationship with FAI and TIFF
are prohibited (however, Covered IBT/ICS Employees and employees of IBT or
ICS who also serve as officers of TIP or other TIFF vehicles are not hereby
prohibited from investing in the securities issued by IBT).
o Generally, one is expected to handle personal finances, tax returns, and
investments in a prudent manner to avoid potential embarrassment for FAI or
TIFF as well as the potential for impairing one's productivity because of
emotional factors.
o Directors, officers and employees should not accept any substantial gift
($100 or more) or excessive entertainment from any dealer or broker,
customer or vendor, or any person or company seeking favor or business with
FAI or TIFF. This policy may be cited as the reason for refusing such gifts
or entertainment. In addition, officers and employees should not give such
substantial gifts or excessive entertainment to others, especially
personnel of brokers and dealers
V. STANDARDS OF CONDUCT
Directors, officers and employees must not:
o use any scheme to defraud FAI or the TIFF vehicles;
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o do anything that would have the effect of defrauding or deceiving FAI or
the TIFF vehicles;
o falsely state a material fact to FAI or the TIFF vehicles;
o omit to state a material fact to FAI or the TIFF vehicles if the fact is
necessary to ensure that such statements are not misleading, in light of
the circumstances; or
o engage in any manipulative practice with respect to FAI or the TIFF
vehicles.
VI. PERSONAL TRADING AND REPORTING REQUIREMENTS
PERSONAL TRADING
All FAI officers and employees are subject to the following procedures
pertaining to personal trading for their own accounts or for accounts in which
the employee has beneficial ownership (e.g., a spouse or minor child, a relative
sharing the same house, etc.). These requirements also extend to any account
over which the employee has discretionary authority (e.g., trustee, executor,
power of attorney, etc.).
o Each FAI officer and employee who, as part of his or her regular duties for
FAI or the TIFF vehicles, is involved with selecting portfolio securities,
has access to information regarding future purchases or sales of portfolio
securities, or makes any recommendation regarding the purchase or sale of
securities and Covered IBT/ICS Employees who are involved with selecting
portfolio securities or makes any recommendation regarding the purchase or
sale of securities must obtain prior written approval for private
securities and initial public offering transactions. The individual may
submit a request for approval that provides the proposed transaction date,
name and description of the security, number of shares or amount of
transaction, transaction type (purchase or sell), and any additional
information that is relevant to the transaction. The individual must also
indicate whether the security was made available to the TIFF vehicles and,
if so, why FAI elected not to invest. The individual must represent to the
Director of Compliance that the security is not being offered to the
individual due to an expectation of favored treatment from FAI or the TIFF
vehicles. See Exhibit C for a sample pre-approval form for private
securities and IPOs.
o The Director of Compliance will respond as quickly as possible to all
requests for pre-approval of transactions. Approval will be based on the
determination that the transaction does not present or can be structured to
avoid a material conflict of interest between the employee and FAI, the
TIFF investment vehicles, or TIFF's members.
o Certain securities and transactions are exempt from these restrictions, as
described below.
REPORTING
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All directors, officers, and employees are subject to the following procedures
pertaining to reporting for their own accounts or for accounts in which the
officer or employee has beneficial ownership (e.g., a spouse or minor child, a
relative sharing the same house, etc.). These requirements also extend to any
account over which the officer or employee has discretionary authority (e.g.,
trustee, executor, power of attorney, etc.).
o Each director, officer, and employee must disclose on a quarterly
disclosure form (see Exhibit D) any personal securities transactions, new
brokerage accounts, and outside business activities.
o Each director, officer and employee must represent annually (see Exhibit B)
that he or she has been in compliance with this Code of Ethics and also
provide a current list of all personalsecurities holdings and brokerage
accounts.
o Within ten days of being covered by this Code new directors, officers and
employees are required to provide a current list of all personal securities
holdings and brokerage accounts to establish a current record with FAI.
SECURITIES AND TRANSACTIONS EXEMPT FROM PRE-APPROVAL AND REPORTING REQUIREMENTS
Certain securities are exempt from the pre-approval and reporting requirements
("exempt securities") of this Code. Exempt securities are typically securities
where trading is not likely to affect the price of the securities. Thus, it is
unlikely that an individual would benefit from trading for a personal account at
the same time that FAI or its underlying managers are trading on behalf of the
TIFF vehicles. The following are exempt securities:
o shares of registered mutual funds;
o treasury bonds, treasury notes, treasury bills, US savings bonds, and other
instruments issued by the US government or its agencies and
instrumentalities;
o debt instruments issued by a banking institution, such as bankers'
acceptances, and bank certificates of deposit;
o commercial paper;
o high quality short-term debt instruments, including repurchase agreements
(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 S&P, Moody's,
or Fitch IBCA/Duff & Phelps;;
o municipal bonds; or
o options and futures contracts on broad-based market indices, commodities,
currencies, or interest rates.
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This Code's pre-approval procedures and reporting requirements do not apply to
certain types of transactions ("exempt transactions") in which a director,
officer or employee does not make an active investment decision:
o transactions over which the employee has no direct or indirect influence or
control (e.g. corporate actions, dividend reinvestment plans, blind trusts,
etc.) or in an account held by the employee which is managed on a
discretionary basis by a person other than the employee and over which the
employee does not influence or control the transactions;
o transactions that are not voluntary on the part of the employee (e.g. bond
calls, stock splits, spin-offs);
o purchases of securities effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to the extent
that these rights were acquired from the issuer, and the sale of such
rights;
o Purchases that are part of the IBT Employee Stock Purchase Plan. However,
an initial purchase into the IBT Employee Stock Purchase Plan must be
pre-cleared with the Director of Compliance or the designated compliance
officer and reported on the first monthly report after starting the
program. If a Covered IBT/ICS Employee ever contributes more than the
automatic deduction to this plan, the transaction must be pre-cleared as if
it were not an exempt transaction;
o other similar circumstances as determined by the Director of Compliance or
the designated compliance officer.
VII. OBLIGATIONS OF DISINTERESTED DIRECTORS
To the extent that a disinterested director of TIP should learn of any
confidential information, that director should conduct himself or herself in
accordance with the terms of Section III of this Code.
A disinterested director shall not:
o use any scheme to defraud FAI or the TIFF vehicles;
o do anything that would have the effect of defrauding or deceiving FAI or
the TIFF vehicles;
o falsely state a material fact to FAI or the TIFF vehicles;
o omit to state a material fact to FAI or the TIFF vehicles if the fact is
necessary to ensure your statements are not misleading, in light of the
circumstances; or
o engage in any manipulative practice with respect to FAI or the TIFF
vehicles.
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If a disinterested director learns or, in the ordinary course of fulfilling his
or her official duties as a director, should have known that during the 15-day
period immediately before or after the director's transaction in a security, a
TIFF vehicle purchased or sold or considered purchasing or selling the same
security, then the director shall prepare and file with the Director of
Compliance a transaction report in accordance with Exhibit D of this Code.
Ordinarily a disinterested director would not know of transactions or proposed
transactions by any TIFF vehicle within this 15-day period. For example, board
meetings are typically held seven or more weeks following the end of the
quarter. Under these circumstances the "15-day rule," which is a direct SEC
requirement, would not apply. Nevertheless, there are situations in which a
director, in connection with his or her duties, may be informed of actions to be
taken or recently taken by a portfolio manager. (One example would be a
situation where the board of directors is being called upon to consider a
valuation issue that arises in connection with a recent securities purchase by a
TIP portfolio ). If this occurs, the director would be subject to the above
requirements.
VIII. ADMINISTRATION AND RECORDKEEPING
ADMINISTRATION
The Director of Compliance or the designated compliance officer shall be
responsible for administering this Code and shall take all steps necessary to
implement the provisions of the Code, including the following:
o reviewing all reports filed under the Code, determining whether all
required reports have been filed, and obtaining copies of any overdue
reports that have not yet been filed;
o determining whether the conduct of a Covered Person has violated any
provision of the Code and, after consultation with other members of
management as necessary, deciding on the appropriate action to be taken to
respond to violations;
o preparing and providing annually to the directors of FAI and the TIFF
vehicles a written report describing issues arising under this Code since
the previous report to the directors, including information about material
violations of this Code and remedial actions taken and sanctions imposed in
response to those violations.
RECORDKEEPING
The Director of Compliance or the designated compliance officer shall preserve
in an easily accessible place for five years:
o this Code and any prior version;
o a list of persons who were required to make reports pursuant to this Code
and any prior version;
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o a copy of each report made pursuant to this Code;
o a record of any violation of this Code and any action taken thereon; and
o a record of any decision and, if applicable, the reasons supporting the
decision, to approve the acquisition by an officer or employee of IPO or
private placement securities under Section VI of this Code.
The Director of Compliance or designated compliance officer will maintain
employee trading records. The records will be accessible only to the individual,
Director of Compliance, designated compliance officer(s), the president and
chief operating officer of FAI, and regulatory agencies as required by the 1940
Act. Records will be maintained for five years.
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EXHIBIT A
CERTIFICATE OF RECEIPT
I, , certify that I have received and reviewed a copy of
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the Code of Ethics of FAI and TIP and that I understand the requirements
therein and agree to be bound by its terms.
------------------- ----------------------------
Date Signature
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EXHIBIT B
ANNUAL COMPLIANCE CERTIFICATE
I, , certify that I have received and read a copy of the
----------------------
Code of Ethics of FAI and TIP and agree to be bound by the Code. I further
certify that no breach of this Code has occurred or is occurring and understand
that any such breach of the Code is grounds for immediate dismissal for cause.
I also certify that I have met all the reporting requirements of the Code.
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Date Signature
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EXHIBIT C
PROPOSED TRANSACTIONS SUBJECT TO PRE-APPROVAL
Employee
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Security Name
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Security Description
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Transaction Date
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Transaction Amount
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Transaction Type [] Purchase [] Sell
Offered to TIFF/FAI [] Yes [] No
Reason for TIFF/FAI
Not Investing ---------------------------------------------
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---------------------------------------------
Other Relevant Information
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Employee Signature
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Date Submitted
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FAI Approval
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Date Approved
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EXHIBIT D
QUARTERLY SUMMARY OF TRANSACTIONS, BROKERAGE ACCOUNTS AND OUTSIDE ACTIVITIES
Covered Person
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For Quarter Ending
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PERSONAL INVESTMENTS
NOTE: PURCHASES AND SALES OF SECURITIES OF MUTUAL FUNDS NEED NOT BE REPORTED.
<TABLE>
<CAPTION>
Transaction Purchase Security Number Price
Date or Sell Description of Shares per Share Broker
<S> <C> <C> <C> <C> <C>
---------- ----------- ------------ ---------- --------- ----------
---------- ----------- ------------ ---------- --------- ----------
---------- ----------- ------------ ---------- --------- ----------
---------- ----------- ------------ ---------- --------- ----------
---------- ----------- ------------ ---------- --------- ----------
</TABLE>
[] I did not engage in any purchases, sales, or other transactions during
this quarter.
PRIVATE AND IPO SECURITIES
[] I maintain no private securities investments.
[] I maintain only private securities investments that were reported prior to
this quarter.
[] I invested in the following private securities and IPOs during this quarter
(prior approval required for FAI and TIP employees and officers who, as
part of his or her regular duties for FAI or the TIFF vehicles, is involved
with selecting portfolio securities, has access to information regarding
future purchases or sales of portfolio securities, or makes any
recommendation regarding the purchase or sale of securities) and Covered
IBT/ICS Employees:
-------------------------------------------------------------------------
-------------------------------------------------------------------------
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BROKERAGE ACCOUNTS
[] I established the following brokerage accounts during the quarter:
Broker/Dealer Account Number Date Established
Name
-------------------- ---------------------- -----------------
-------------------- ---------------------- -----------------
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OUTSIDE BUSINESS ACTIVITIES
[] I am not engaged in any outside business activities.
I am engaged in only those outside business activities that have been
previously approved.
Employee Signature Date
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FAI Approval Date
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