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I. Purpose of the Conflict of Interest Policy

The Board of Trustees of Occidental College (the “ College ”), recognizing that it is entrusted with resources devoted to charitable purposes, has adopted this Conflict of Interest Policy (this “ Policy ”). The purpose of this Policy is to protect the College against conflicts of interest, including potential conflicts when it is contemplating entering into a contract, transaction or arrangement that has the potential to benefit the private interest of a trustee, officer or key employee of the College. This includes a contract, transaction or arrangement that might benefit the private interest of a “disqualified person” or result in a possible “excess benefit transaction,” as such terms are defined under Section 4958 of the Internal Revenue Code, or constitute a “self-dealing transaction” under Section 5233 of the California Corporations Code. This Policy is intended to supplement, but not replace, any state or federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

II. Definitions

1. “ Compensation ” includes direct and indirect remuneration, consulting fees, board or advisory committee fees and honoraria, as well as gifts or favors that are not insubstantial.

2. “ Designated Disclosure Recipient ” means the Audit Committee of the Board of Trustees, the Chair of the Board of Trustees, or such other person or committee as the Board of Trustees or the Chair of the Board of Trustees shall have designated to receive disclosures under this policy.

3. “ Family Member ” means a Significant Person’s spouse, parent-in-law, ancestor, brother or sister (whether whole or half-blood), child (whether natural or adopted), grandchild, great-grandchild, and spouse of a brother, sister, child, grandchild and great-grandchild.

4. “ Financial Interest ” means any direct or indirect proposed or existing interest of an individual in a proposed or existing contract, transaction or other arrangement involving the College, involving any transfer of cash, property, services or other value, but does not cover ownership of less than 5% of publicly traded securities of a party or proposed party to such a contract, transaction or arrangement.

5. “ Interested Transaction ” means a transaction to which the College is a party:

   1. in which one or more Significant Persons (or, to the knowledge of a Significant Person, a Family Member of such Significant Person) has a direct or indirect Financial Interest, or

   2. with any corporation, firm, association or other entity in which one or more Significant Persons (or, to the knowledge of a Significant Person, a Family Member of such Significant Person) is a director or officer or equivalent or has an ownership interest in excess of 35%.

6. “ Material Financial Interest ” means one or more Financial Interests with a value in excess of $10,000 to the individual or to an entity in which the individual has an ownership interest in excess of 35%. However, it does not include (i) compensation of an officer or key employee of the College for her or his role in that position fixed by the Board of Trustees, or (ii) other transactions that are listed under Section 5233(b) of the California Corporations Code.

7. “ Material Interested Transaction ” is an Interested Transaction in which a Significant Person has a Material Financial Interest.

8. “ Significant Person ” means any member of the Board of Trustees or officer or key employee of the College.

III. Statement of Policy

1. Material Interested Transactions Forbidden . Except as set forth under Article IV below, the College shall not be a party to a Material Interested Transaction.

2. Loans to Trustees and Officers Forbidden . The College shall not make a loan of money or property to, or guarantee the obligation of, any trustee or officer of the College, except, in accordance with Section 5236 of the California Corporations Code:

   1. advances of money reasonably anticipated to be incurred in performance of their duties;

   2. payment of premiums on a life insurance policy where repayment to the College is secured by the proceeds of the policy and its cash surrender value; or

   3. a loan of money to or for the benefit of an officer when the loan is necessary, in the judgment of the Board of Trustees, to provide financing of the principal residence of the officer in order to secure such officer’s services, if the loan is secured by real property located in California.

3. Interlocking Directorships . The College shall not enter into a transaction, contract or other arrangement with a corporation or other entity having common directors or equivalent with the College unless all material facts regarding the transaction and the relevant directorships or equivalent are known to the College Board of Trustees or an authorized committee of that Board, and the transaction is approved, authorized, or ratified in good faith by a vote of the College Board of Trustees or committee sufficient without counting the vote of the common director or directors or equivalent.

4. Required Disclosure s. Each Significant Person shall immediately disclose to the Designated Disclosure Recipient:

   1. Any existing or proposed contract, transaction or other arrangement to which the College is or may become a party (i) which is or might be an Interested Transaction, or (ii) in which at least one other party is a corporation, firm, association or other entity of which the Significant Person or, to his or her knowledge, a Family Member of the Significant Person, is an officer or director or equivalent or a key employee, or in which any of the foregoing persons has an ownership interest in excess of 35%; or

   2. any other direct or indirect business relationship between the Significant Person, or, to her or his knowledge, a Family Member of the Significant Person, and the College or any other Significant Person or any entity in which any other Significant Person has an ownership interest in excess of 35%; or

   3. competition with the College, in services provided or for contributions, by the Significant Person, or, to the knowledge of the Significant Person, a Family Member of the Significant Person, or by a corporation, firm or other entity in which the Significant Person or to his knowledge such a Family Member is an officer or director or equivalent or a key employee, or any of the foregoing persons has an ownership interest in excess of 35%; or

   4. any other, relationship or situation which might be or create the appearance of a conflict of interest with the College by the Significant Person or, to his or her knowledge, a Family Member of the Significant Person.

IV. Approval of Material Interested Transactions

1. The College may be a party to a Material Interested Transaction if:

   1. the College enters into the transaction for its own benefit; and

   2. the Board of Trustees considers and in good faith determines after reasonable investigation, including consideration of appropriate data as to alternatives to the Material Interested Transaction, that the College could not have obtained a more advantageous transaction or arrangement without unreasonable effort under the circumstances; and

   3. if a more advantageous transaction or arrangement is not reasonably possible under the circumstances, the Board of Trustees determines that the transaction is fair and reasonable to the College at the time the transaction is entered into; and

   4. prior to consummating the Material Interested Transaction or any part thereof, the Board of Trustees authorizes or approves the transaction in good faith, by a vote of a majority of the trustees then in office (without counting the vote of any Significant Person with a Material Financial Interest in the transaction), and with knowledge of the material facts concerning the transaction and any interests of Significant Persons in the transaction; and

   5. the minutes of the meeting of the Board of Trustees at which such action was taken reflect that the Board of Directors considered and made the findings described in paragraphs (1) through (4) above.

2. If it is not reasonably practicable to obtain approval of the Board of Trustees prior to entering into a Material Interested Transaction, the Board of Trustees Executive Committee or its Audit Committee, or another committee or person authorized by the Board Trustees, may approve the transaction in a manner consistent with the standards set forth in paragraph A above. However, the Board of Trustees, at its next meeting, must (i) determine that it was not reasonably practicable to obtain its approval prior to entering into the transaction and (ii) in good faith ratify the transaction by a vote of the majority of trustees in office without counting the vote of any Significant Person with a Material Financial Interest in the transaction.

3. Prior to the any such voting on any Material Interested Transaction, the following actions may be taken:

   1. the Significant Person may make a presentation to the Board of Trustees or committee at or in connection with the meeting at which the Material Interested Transaction is being considered. However , after that presentation, the Significant Person shall leave the meeting and not participate in the discussion of, or vote on, the Material Interested Transaction; and

   2. the Chair of the Board of Trustees may appoint a disinterested person or committee to investigate alternatives to the Material Interested Transaction.

V. Annual Questionnaire and Designated Disclosure Recipient Responsibilities

1. The Designated Disclosure Recipient shall approve and distribute annually to all Significant Persons a conflict of interest questionnaire (the “ Annual Questionnaire ”), seeking relevant information about potential conflicts of interest or circumstances that might create the appearance of conflicts of interest or other inappropriate behavior or relationships by Significant Persons. Each Significant Person shall completely, accurately and timely submit responses to the Annual Questionnaire to the Designated Board Recipient, including all material facts regarding any Interested Transactions.

2. The Designated Disclosure Recipient shall determine whether any matter disclosed in responses to the Annual Questionnaire or Section C of Article III above, or otherwise discovered, is a Material Interested Transaction requiring approval by the Board of Trustees under Article IV .

   1. In fulfilling that responsibility, the Designated Disclosure Recipient shall:

      1. review responses to the Annual Questionnaire, any disclosures described in Section C of Article III above and other relevant information that comes to its attention; and

      2. request such additional information concerning the matter from appropriate sources as it reasonably determines necessary or advisable; and

      3. make such further investigation as it deems appropriate.

   2. Any Significant Person involved in any matter considered may make a presentation to the Designated Disclosure Recipient but shall otherwise be excluded from participating in that consideration or any determination and may not be present during the consideration or determination.

3. The Designated Disclosure Recipient shall promptly report to the Board of Trustees:

   1. a summary of the responses to Annual Questionnaires;

   2. any material disclosures it receives under Section C of Article III ;

   3. its determination of a Material Interested Transaction, and if a procedure by the Board under Article IV can be undertaken, its recommendation that the Board undertake that procedure; and

   4. If that determination has been made but a procedure under Article IV cannot be undertaken (e.g., because it is too late), the Designated Disclosure Recipient’s recommendation as to the appropriate action to be taken.

4. The Designated Disclosure Recipient may determine that a matter that has come to its attention that is not a Material Interested Transaction requires further attention or action. For example, a Significant Person may have failed to observe disclosure requirements, or a matter may create the appearance of a conflict of interest or other impropriety. In that case, the Designated Disclosure Recipient, after investigating the matter, may refer it to the Board of Trustees with any recommendation it has for further action.

5. Complete minutes or other similar permanent written records shall be maintained of all deliberations and actions of the Designated Disclosure Recipient.

6. Final authority to accept or reject any recommendation of the Designated Disclosure Recipient rests in the Board of Trustees. That authority shall be exercised after due deliberation, and after conducting any further investigation the Board believes appropriate.

7. The Designated Disclosure Recipient shall undertake periodic reviews of compliance with this policy and shall periodically consult with the College General Counsel to determine whether any legal developments suggest modifications to this policy.