Policy for Ethical Conduct by Members of the Investment Department

Ethical Conduct by Members of the Investment Department

Introduction

The following policies (collectively, the "Policy Statement") are applicable to all staff of the Investment Department and management and staff above Salary Level 5 in the Offices of the President, General Counsel and Treasurer (collectively, the "Foundation Staff"). Specific policies are followed by the steps necessary to implement the policy. If there is any conflict between any policy or practice imposed on Foundation Staff by reason of an outside affiliation (such as membership in the Association for Investment Management and Research) and the Policy Statement, the more strict policy will govern the conduct or practice at issue.

This Policy Statement is intended to provide guidance to Foundation Staff for conforming to Foundation practices and standards and in complying with applicable legal standards, but it is not intended to alter the legal standards that would otherwise exist in the absence of the Policy Statement. The Policy Statement is distributed to Foundation Staff when they join the Foundation.

Changes to Policy

This Policy Statement may be revised from time-to-time as approved by the Institutional Policy Committee and the Investment Committee to reflect developments in the law, questions of interpretation, and application of practical experience, as well as new policies of the Foundation.

Implementation in General

The Vice President/Chief Investment Officer of the Foundation is directly responsible for the implementation of the Policy Statement with respect to Investment Staff. The Vice President/Chief Investment Officer of the Foundation will meet periodically with Investment Staff to review this Policy Statement, including any developments in the law.

A Compliance Committee (consisting of the President, the Vice President/Chief Investment Officer, the Chair of the Investment Committee, and the Vice President/General Counsel) shall be formed to resolve any issues or questions regarding compliance with the Policy Statement or the interpretation thereof. The Vice President/Chief Investment Officer of the Foundation shall, in consultation with the Vice President/General Counsel and the President, develop the guidelines necessary to implement these policies. In the event a member of the Compliance Committee is involved in the issue before the Committee, such staff shall recuse himself/herself. In the event circumstances preclude the entire Compliance Committee from considering an issue, any decision shall be made only upon prior consultation with and the approval of the President and Vice President/General Counsel and will be reported to the entire Committee promptly thereafter.

It is the responsibility of the Foundation Staff to ensure that he/she is not in conflict with any law or Foundation policy. The Compliance Committee is responsible for dealing with alleged violations. Ignorance of the policies and/or laws is not a valid reason for violation of this Policy Statement. If Foundation Staff is unsure about any aspect of a transaction, whether for the Foundation or for himself/herself, it is his/her responsibility to ask a member of the Compliance Committee for advice. If the employee is still uncertain, he/she should not enter into the transaction. To ensure compliance with the Policy Statement, the Foundation reserves the right to request information regarding the investment activity and personal trades of Foundation Staff. The Foundation further reserves the right to impose restrictions on Foundation Staff's right to make investments in a broad range of investment vehicles.

Policy regarding Compliance with Governing Laws and Regulations

A. Prohibition Against Assisting Legal and Ethical Violations. Foundation Staff shall not knowingly participate in, or assist with, any acts in violation of any applicable law, rule, or regulation of any government, governmental agency, or regulatory organization.

B. Prohibition Against Use of Material Non-Public Information. Foundation Staff shall comply with all laws and regulations relating to the use and communication of material non-public information. The employee's duty is generally defined as not to trade while in possession of, nor communicate, material non-public information in breach of a duty or if the information is misappropriated.

Duties under this standard include the following: (1) If Foundation Staff acquired such information as a result of a special or confidential relationship with the issuer or others, he/she shall not communicate the information (other than within the relationship), or take investment action on the basis of such information, if it violates that relationship. (2) If Foundation Staff is not in a special or confidential relationship with the issuer or others, he/she shall not communicate or act on material non-public information if he/she knows, or should have known, that such information (a) was disclosed to him/her, or would result, in a breach of a duty, or (b) was misappropriated.

C. Responsibilities of Supervisor. Foundation Staff with supervisory responsibility shall exercise reasonable supervision over those subordinate employees subject to his/her control, to prevent any violation by such persons of applicable statutes, regulations, or provisions of the Policy Statement.

Policy regarding Personal Transactions

The Foundation requires that Foundation Staff maintain the highest standards of professional ethics with respect to personal investments in securities, particularly those which may be bought or sold by the Foundation.

A. "Personal Transaction". The definition of "personal transaction" includes transactions by or for immediate family members or any other person who receives financial support from the employee and transactions executed in accounts in which the employee has sufficient influence to cause a transaction to be performed. Involvement in Investment Clubs is included under this definition. Transactions are considered "related" regardless of whether the Foundation transaction is in the underlying security while the employee's transaction is in an option, convertible security, or other derivative security thereof, or vice versa, and regardless of whether the Foundation and the employee are on the same side of the market (buy/buy; long/long; short/short) or opposite sides (buy/sell; long/short).

B. Front Running. Real or apparent "front running" of the Foundation's transactions is prohibited. "Front running" is defined as the execution of a personal transaction by an employee prior to execution of a related Foundation transaction, irrespective of whether execution of the personal transaction affects the Foundation transaction or the employee was actively involved in the execution of the Foundation transaction.

C. Initial Public Offering ("IPO"). Foundation Staff is required to obtain approval from the Compliance Committee prior to any investment in an IPO from a company in which the Foundation, or a limited partnership in which the Foundation has invested, holds an equity or debt interest. Secondary public offerings by publicly-traded companies in which the Foundation owns less than 10% of the equity are excluded from this Policy Statement.

Policy regarding Investments in Foundation Vendor or Purchaser

Foundation Staff is prohibited from making any equity or equity derivative investment (long or short) in any of the Foundation's vendors or purchasers of Foundation property where the employee has decision-making authority or influence with respect to the vendor relationship. This includes existing vendors and vendors under consideration for future business. If Foundation Staff is unsure whether this Policy Statement applies in a specific circumstance, it is his/her responsibility to ask the Compliance Committee prior to making any such investment. In those circumstances where an employee already holds securities in a publicly-traded company (other than in a blind investment account) that comes under consideration as a vendor or purchaser, the employee also should seek guidance from the Compliance Committee before any decision is made regarding such vendor or purchaser. The Compliance Committee reserves the right to request Foundation Staff to reverse transactions found to be in violation of this Policy Statement.

Policy regarding Confidentiality

Foundation Staff should use care to maintain the confidentiality of information he/she receives, reviews or distributes that is marked confidential or, under the circumstances, should be considered sensitive or confidential. Unless clearance has been obtained by a supervisor, Foundation Staff should not discuss pending or potential transactions with third parties, including family members, or provide information to third parties that would allow third parties to determine that the Foundation is likely involved in a potential transaction. Similarly, employees should exercise care in discussing potential transactions with other employees of the Foundation unless such other employees have a need to know the information to accomplish the transaction, particularly when advised of, or circumstances reflect, the sensitivity of the transaction.

Policy on Service on Boards of Directors Not Related to a Foundation Investment

Foundation Staff may serve in an individual capacity on a board of directors of a company which is not an investment of the Foundation if there is no real or apparent conflict with the Foundation and Foundation Staff complies with the Foundation's Conflict of Interest Policy. If Foundation Staff has any question whether his/her service would create a conflict with the Foundation, he/she should seek guidance first from the Vice President/Chief Investment Officer, and, if necessary, from the Compliance Committee. If at any time subsequent to accepting this role the possibility of conflict develops, it should be immediately reported to a member of the Compliance Committee. The Foundation reserves the right to request that Foundation Staff resign the Board membership if it is determined by the Compliance Committee that there is a conflict or the appearance of a conflict with the Foundation.

Compliance Policy With Respect to Outside Businesses

Foundation Staff may not conduct any material outside business or other remunerative activities during his/her employment by the Foundation regarding investment-related matters without the prior written approval of the Compliance Committee. In all other respects, Foundation Staff are subject to the policies of the Foundation regarding work outside the Foundation. Nominal payments for participating or serving on committees, seminars, or making presentations are not prohibited. When in doubt, however, approval of such payments should be sought by Foundation Staff's supervisor or the Compliance Committee.

Policy regarding Application of Director Compensation

A. General Policy. Director compensation in the form of a fee paid by a Portfolio Company to Foundation Staff for service on the Board of such company shall be applied to the benefit of the Foundation in an appropriate manner so as not to affect adversely the position of the Foundation Staff. Foundation Staff should not receive additional compensation for such services from the Portfolio Company. "Portfolio Company" means a company (a) in which the Foundation has a direct investment, (b) that has borrowed money from the Foundation, or (c) in which a partnership in which the Foundation has made an investment has made an investment. This Policy is not intended to apply to service on boards of a publicly-traded company where the Foundation owns less than ten percent of the stock.

B. Certain Considerations. The appropriate manner for applying director compensation to the benefit of the Foundation should be developed by the Vice President/General Counsel and approved by the Compliance Committee at the time of initial Board service or initial authorization of a new form of director compensation, in light of all relevant considerations.

C. This Policy is administered by the Compliance Committee, provided that if the issue involves a person who is a member of the Compliance Committee such person shall be excused from participating in the decision. New engagements and new forms of compensation should be reported promptly to the Vice President/General Counsel and the Compliance Committee. Any questions of interpretation should be decided by the Compliance Committee.

This Policy shall become effective as of the date approved by the Investment Committee. The Policy shall not require the return of any payments received prior to the date of such approval, but shall be applied prospectively commencing as of the date of such approval to all payments received for board service, notwithstanding that election to a particular board occurred prior to the effective date of this Policy