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N-CSR EXHIBIT FOR ITEM 11(a): CODE OF ETHICS
COMMONFUND INSTITUTIONAL FUNDS
FINANCIAL OFFICER CODE OF ETHICS
INTRODUCTION
The reputation and integrity of Commonfund Institutional Funds (the "Fund") are
valuable assets that are vital to the Fund's success. The Fund's senior
financial officers ("SFOs") are responsible for conducting the Fund's business
in a manner that demonstrates a commitment to the highest standards of
integrity. The Fund's SFOs include the President, the Treasurer, the comptroller
or principal accounting officer, and any person who performs a similar function.
Those individuals are identified on Appendix A.
The Sarbanes-Oxley Act of 2002 (the "Act") effected sweeping corporate
disclosure and financial reporting reform on public companies, including mutual
funds, to address corporate malfeasance and assure investors that the companies
in which they invest are accurately and completely disclosing financial
information. Under the Act, all public companies (including the Fund) must
either have a code of ethics for their SFOs, or disclose why they do not. The
Act was intended to foster corporate environments which encourage employees to
question and report unethical and potentially illegal business practices. The
Fund has chosen to adopt this Financial Officer Code of Ethics (the "Code") to
encourage its SFOs to act in a manner consistent with the highest principles of
ethical conduct.
PURPOSES OF THE CODE
The purposes of this Code are:
- To promote honest and ethical conduct by the Fund's SFOs,
including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships;
- To assist the Fund's SFOs in recognizing and avoiding conflicts
of interest, including disclosing to an appropriate person any
material transaction or relationship that reasonably could be
expected to give rise to such a conflict;
- To promote full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Fund files with, or
submits to, the SEC and in other public communications the Fund
makes;
- To promote Fund compliance with applicable laws, rules and
regulations;
- To encourage the prompt internal reporting to an appropriate
person of violations of this Code; and
- To establish accountability for adherence to this Code.
QUESTIONS ABOUT THIS CODE
The Fund's Board of Trustees has designated its compliance officer appointed
pursuant to its Rule 17j-1 Code of Ethics to serve as Compliance Officer for the
implementation and administration of the Code. You should direct your questions
about this Code to the Compliance Officer.
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CONDUCT GUIDELINES
The Fund has adopted the following guidelines under which the Fund's SFOs must
perform their official duties and conduct the business affairs of the Fund.
1. Ethical and honest conduct is of paramount importance. The Fund's SFOs
must act with honesty and integrity and avoid violations of this Code,
including the avoidance of actual or apparent conflicts of interest
with the Fund in personal and professional relationships.
2. SFOs must disclose material transactions or relationships. The Fund's
SFOs must disclose to the Compliance Officer any actual or apparent
conflicts of interest the SFO may have with the Fund that reasonably
could be expected to give rise to any violations of this Code. Such
conflicts of interest may arise as a result of material transactions
or business or personal relationships to which the SFO may be a party.
If it is not possible to disclose the matter to the Compliance
Officer, it should be disclosed to the Fund's Chief Legal Officer or
another appropriate person. In addition to disclosing any actual or
apparent conflicts of interest in which an SFO is personally involved,
the Fund's SFOs have an obligation to report any other actual or
apparent conflicts which they discover or of which they otherwise
become aware.
3. Standards for quality of information shared with Fund service
providers. The Fund's SFOs must at all times seek to provide
information to the Fund's service providers (adviser, administrator,
outside auditor, outside counsel, custodian, etc.) that is accurate,
complete, objective, relevant, timely, and understandable.
4. Standards for quality of information included in periodic reports. The
Fund's SFOs must at all times endeavor to ensure full, fair, timely,
accurate, and understandable disclosure in the Fund's periodic
reports.
5. Compliance with laws. The Fund's SFOs must comply with the federal
securities laws and other laws and rules applicable to the Funds, such
as the Internal Revenue Code.
6. Standard of care. The Fund's SFOs must at all times act in good faith
and with due care, competence and diligence, without misrepresenting
material facts or allowing your independent judgment to be
subordinated. The Fund's SFOs must conduct the affairs of the Fund in
a responsible manner, consistent with this Code.
7. Confidentiality of information. The Fund's SFOs must respect and
protect the confidentiality of information acquired in the course of
their professional duties, except when authorized by the Fund to
disclose it or where disclosure is otherwise legally mandated. You may
not use confidential information acquired in the course of your work
for personal advantage.
8. Sharing of information and educational standards. The Fund's SFOs
should share information with relevant parties to keep them informed
of the business affairs of the Fund, as appropriate, and maintain
skills important and relevant to the Fund's needs.
9. Promote ethical conduct. The Fund's SFOs should at all times
proactively promote ethical behavior among peers in your work
environment.
10. Standards for recordkeeping. The Fund's SFOs must at all times
endeavor to ensure that the Fund's books and records are thoroughly
and accurately maintained to the best of their knowledge in a manner
consistent with applicable laws and this Code.
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WAIVERS OF THIS CODE
You may request a waiver of a provision of this Code by submitting your request
in writing to the Compliance Officer for appropriate review. For example, if a
family member works for a service provider that prepares the Fund's financial
statements, you may have a potential conflict of interest in reviewing those
statements and should seek a waiver of this Code to review the work. The Chief
Legal Officer of the Fund, or another appropriate person (such as a designated
Board or Audit Committee member), will decide whether to grant a waiver. All
waivers of this code must be disclosed to the Fund's shareholders to the extent
required by SEC rules.
ANNUAL CERTIFICATION
The Fund's SFOs will be asked to certify on an annual basis that he/she is in
full compliance with this Code. To the extent necessary, the Fund's Compliance
Officer will provide guidance on the conduct required by this Code and the
manner in which violations or suspected violations must be reported and waivers
must be requested.
REPORTING VIOLATIONS
In the event that an SFO discovers or, in good faith, suspects a violation of
this Code, the SFO MUST immediately report the violation or suspected violation
to the Compliance Officer. The Compliance Officer may, in his or her discretion,
consult with another member of Fund senior management or the Board in
determining how to address the suspected violation. For example, a Code
violation may occur when a Fund periodic report or financial statement omits a
material fact, or is technically accurate but, in the view of the SFO, is
written in a way that obscures its meaning.
When the Fund's service providers perform substantially all of the work relating
to the preparation of the Fund's financial statements and administration of the
day-to-day operations of the Fund, the Fund's SFOs should make reasonable
efforts to monitor the conduct of the service providers for actions that may be
illegal, could be viewed as dishonest or unethical, or otherwise inconsistent
with this Code. In the event that an SFO discovers or, in good faith, suspects
that a Fund service provider may have committed such an action, the SFO must
report the action to the Compliance Officer - even if the service provider has
its own code of ethics for its SFOs or employees. SFOs who report violations or
suspected violations in good faith will not be subject to retaliation of any
kind. Reported violations will be investigated and addressed promptly and will
be treated as confidential to the extent possible.
VIOLATIONS OF THE CODE
Dishonest or unethical conduct or conduct that is illegal will constitute a
violation of this Code, regardless of whether this Code specifically refers to
such particular conduct. A violation of this Code may result in disciplinary
action, up to and including removal as an SFO of the Fund. A variety of laws
apply to the Fund and its operations, including the Securities Act of 1933, the
Investment Company Act of 1940, state laws relating to duties owed by Fund
officers, and criminal laws. The Fund will report any suspected criminal
violations to the appropriate authorities, and will investigate, address and
report, as appropriate, non-criminal violations.
ADOPTED: MARCH 29, 2004
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APPENDIX A
As of March 29, 2004, the Senior Financial Officers of Commonfund Institutional
Funds are:
Verne O. Sedlacek, President, CIF and President & Chief Executive Officer,
Commonfund
E. Lyndon Tefft, Executive Vice President & Chief Financial Officer, Commonfund
Peter Kirby, Treasurer, CIF and Managing Director, Operations, Commonfund