Any Foundation Trustee (the Foundation Trustees together, the “Trustees”), employee, or member of the Distribution Committee or any other committee with powers delegated to it by the Trustees or granted to it pursuant to the trust instrument creating the Foundation who, directly or indirectly, through business, investment, or family, has an actual or potential:

  1. ownership or investment interest in any entity with which the Foundation has a transaction or arrangement, or
  2. compensation or other financial arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement

must disclose it to the Trustees.

The Trustees shall determine whether a conflict of interest exists. If so, they shall determine if the Foundation could expect to obtain with reasonable efforts a more advantageous transaction or arrangement not involving a conflict of interest. If a more advantageous transaction or arrangement could not be so expected, the Trustees shall determine if the proposed transaction or arrangement is fair and reasonable and benefits and is in the best interests of the Foundation. The Trustees may deliberate outside the presence of the possibly interested person. The minutes of the Trustees shall contain a record of all such deliberations.

Each person subject to this policy shall annually sign a statement which affirms that such person has received a copy of this conflict of interest policy, has read and understands it, has agreed to comply with the policy, and has disclosed in such statement any potential conflict of interest.