The Young Men's Christian Association Retirement Fund
Conflict of Interest Policy

SECTION 1 – DUTIES
SECTION 2 – CONFLICTS OF INTEREST
SECTION 3 – FINANCIAL TRANSACTIONS
SECTION 4 – OTHER RULES
SECTION 5 – ADMINISTRATION OF POLICY
SECTION 6 - DEFINITIONS
APPENDIX A – PROVISIONS OF RETIREMENT FUND DOCUMENTS
APPENDIX B – ANNUAL QUESTIONNAIRES
ANNUAL QUESTIONNAIRE ON CONFLICT OF INTEREST (TRUSTEES)
ANNUAL QUESTIONNAIRE ON CONFLICT OF INTEREST (MANAGEMENT)

The confidence of the YMCA Movement in the integrity of the Young Men's Christian Association Retirement Fund ("Retirement Fund"), is the Retirement Fund's most precious asset. As the plan sponsor of the Young Men's Christian Association Retirement Fund Retirement Plan ("Retirement Plan"), the Young Men's Christian Association Retirement Fund Tax-Deferred Savings Plan ("Savings Plan") and any other pension or health and welfare plans that the Retirement Fund may sponsor in the future (collectively, the "Plan" or "Plans"), this confidence can only be earned through faithful allegiance to the best interests of Plan participants. The Retirement Fund is determined to preserve and expand this confidence, and thus a serious responsibility rests on all individuals responsible for the administration of the Plans and the investment of Retirement Fund and Plan assets. To assure participants of the fidelity and probity of Trustees, officers and employees of the Retirement Fund, the following shall serve as the Retirement Fund's Conflict of Interest Policy ("Policy").

SECTION 1 – DUTIES

1. Duty of Care Individuals who are exercising fiduciary duties shall act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. This "prudent person" standard focuses on the process a fiduciary undertakes in reaching a decision.
2. Duty of Loyalty Individuals shall discharge their responsibilities to the Retirement Fund with undivided loyalty to the interest of the Retirement Fund and Plans.
3. Governing Documents Individuals shall act in accordance with the Retirement Fund's governing documents, including the Retirement Fund's Act of Incorporation, Constitution, Bylaws, and plan documents. Relevant excerpts of such documents are set forth in Appendix A.

SECTION 2 – CONFLICTS OF INTEREST

1. Conflict of Interest A conflict of interest exists when an Individual has an existing or potential interest in any entity, transaction or arrangement in which the Retirement Fund or the Plans also have an existing or potential interest, or when an Individual will derive a financial or other benefit directly or indirectly from the Retirement Fund or the Plans. For this purpose, the term "Individual" includes an entity of which an Individual is a director, trustee, officer, committee member or key employee or in which an Individual has a substantial financial interest through ownership or control. By way of example, the Retirement Fund considers 5% ownership to be a substantial financial interest.
2. Full Disclosure of Conflict An Individual must make a full disclosure in any situation where a conflict of interest or an appearance of a conflict of interest exists. An appearance of a conflict of interest exists when it is reasonably likely that an observer may perceive a conflict of interest. Disclosure procedures are provided in Section 5.
3. Plan Participation Exception For purposes of this Policy, a conflict of interest shall not result because an Individual is a participant in a plan or program administered by or on behalf of the Retirement Fund or is a trustee, director, officer or member of a Board committee of a YMCA entity that participates as an employer in such plans or programs and in that capacity is a recipient of services from the Retirement Fund. Further, no conflict of interest shall result because an Individual in his/her capacity as a Trustee or Member of a Committee of the Board may deliberate and vote with respect to interest credit allocations, changes or amendments to such plans, provided, that he/she shall not act or vote on any matters pertaining solely to his/her own benefit or account under any such plans.
4. Documentation The minutes of any meeting at which a transaction involving a conflict of interest or an appearance of a conflict of interest is considered shall reflect that: (a) the interested Individual made disclosure, withdrew from consideration of the transaction and abstained from voting, or (b) the Individual made disclosure but continued to participate pursuant to written instructions received by the Individual from the Chairman of the Audit Committee or from the President, as appropriate, which instructions shall be included with the minutes. The minutes therefore shall detail the terms of the transaction, the date the transaction was approved, the Trustees or Members of a Committee present during the debate and who voted on the transaction, any data the Board or Committee relied upon in determining that the transaction is reasonable and in the best interests of the Retirement Fund, how such comparability data was obtained, the disclosures made by the interested Individual, and whether the interested Individual otherwise participated in any discussions or proceedings (e.g., to answer questions). As with all minutes, the minutes documenting a conflict of interest transaction shall be reviewed and approved by the Board or Audit Committee at its next meeting.
5. Violations of the Conflicts of Interest Policy If the Board or a Committee has reasonable cause to believe that an interested Individual has failed to disclose an actual or possible conflict of interest, it shall inform the Chairman of the Audit Committee and such Individual of the basis for such belief. The Audit Committee shall afford such Individual an opportunity to explain the alleged failure to disclose. If, after hearing the response and making such further investigation as may be warranted by the circumstances, the Audit Committee determines that such Individual has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate action which may include recommendation to the Board for removal from the Board or termination of employment, as appropriate, as well as reconsideration of whether the transaction or arrangement was in the best interests of and fair and reasonable to the Retirement Fund at the time it was undertaken. If it is determined that the transaction was not fair and reasonable to the Retirement Fund, the Retirement Fund, in its discretion, may avoid the contract and/or require such Individual to restore the Retirement Fund to the financial position it would have been in if such Individual had been acting in compliance with this Policy. Where the latter remedy is employed, such Individual shall be required to make payments of cash or property to the Retirement Fund in amounts equal to the value of the excess benefit he or she received plus interest. Any interested person who violates this Policy also may be liable for taxes imposed under the federal intermediate sanctions regulations.

SECTION 3 – FINANCIAL TRANSACTIONS

1. Financial Transactions Individuals shall avoid financial transactions between themselves and the Retirement Fund, themselves and a third party, or the Retirement Fund and a third party that may adversely affect the performance of their duties. This includes transactions involving entities of which an Individual is a director, trustee, officer, committee member or key employee or has a substantial financial interest through ownership or control. This also includes all manner of interests, direct or indirect, including but not limited to profit sharing arrangements, rebates, commissions, compensation in any form, etc. The substance of a transaction rather than its form shall be determinative.
2. Securities It is not the intent of this Policy to prevent an Individual from investing in publicly traded securities of issuers in which the Retirement Fund has an interest or with which the Retirement Fund does business. This Policy also is not meant to preclude an Individual from holding other equities or debt instruments which could not be expected to adversely affect the performance of his or her duties because of their relative size, the nature of the Individual's duties, or the insignificant nature of the relationship of the Retirement Fund with the issuer. Thus, for example, a conflict of interest shall not result and these rules shall not be breached if an Individual owns or has an option on less than 1% in value of all outstanding shares of all classes of stock of a publicly traded company. Special caution shall be taken in the timing of purchases and sales. An Officer or Other Employee whose duties involve the investment operations of the Retirement Fund or Plans shall avoid purchases and sales of securities that may be interpreted as attempting to profit from special knowledge of the Retirement Fund's investment operations or other confidential information obtained by reason of their duties. Any Retirement Fund transaction takes precedence over any Individual's transaction.
3. Other Property Individuals shall avoid investing in any property in which the Retirement Fund has, or to their knowledge is considering, an investment. An Individual shall use special caution to avoid purchases and sales of any property that may be interpreted as attempting to profit from special knowledge of the Retirement Fund's investment operations or other confidential information obtained by reason of the Individual's duties.
4. Financial Transaction Reporting An Officer or Other Employee whose duties involve the investment operations of the Retirement Fund or Plans shall report their financial transactions involving venture capital, private equity or other similar private investments on a confidential basis to the President or to an employee of the Fund designated by the President when the initial investment is made and annually as provided in Section 5.

SECTION 4 – OTHER RULES

1. Confidential Information In the course of their duties, Individuals may receive confidential information concerning the Retirement Fund, its administration, financial transactions, participating YMCAs and participants. Such information shall be used only for Retirement Fund purposes and shall not be disclosed to any third parties.
2. Outside Interests Officers and Other Employees shall avoid outside officerships, directorships, partnerships, trusteeships, employment and other business involvement and investments that may adversely affect the performance of their duties. Officers and Other Employees shall disclose any positions or interests that may be interpreted as adversely affecting the performance of duties as provided below. Each Trustee shall disclose: (i) outside directorships in any for-profit entity; (ii) ownership interests of 5% or greater or any other substantial financial interest in any general partnership, limited partnership, limited liability company or similar type of business entity; and (iii) any change in his/her employment as provided in Section 5.
3. Gifts or Benefits Individuals shall avoid receipt of benefits or favors, or gifts or entertainment that may influence the performance of their duties. In general, benefits or gifts valued in excess of $500 shall be avoided unless reported and permitted pursuant to instructions received as provided in Section 5.
4. No Promotion of Personal Interests Individuals shall avoid promoting their personal interests by reason of their connection with the Retirement Fund. In general, an activity that may adversely affect the performance of duties or image of the Fund shall be avoided unless reported and permitted pursuant to instructions received as provided in Section 5.
5. Nondiscrimination Individuals shall treat other Individuals, participating YMCAs, participants and others without regard to race, color, religion, age, national origin, sex, sexual orientation, marital status, disability, genetic predisposition or carrier status, citizenship or military status. Issues arising under the Retirement Fund's equal employment opportunity policy, including the policy against harassment, are not covered by this Policy, and the mechanisms for resolving such issues are addressed in separate procedures in the Retirement Fund's Personnel Handbook.
6. Retirement Fund Recordkeeping Individuals charged with keeping Retirement Fund records shall do so in a complete and accurate manner, and no undisclosed or unrecorded funds or accounts of the Retirement Fund may be established for any purpose.
7. No Legal/Tax Advice Individuals acting on behalf of the Retirement Fund shall not provide accounting, legal or tax advice to YMCAs, participants or beneficiaries.

SECTION 5 – ADMINISTRATION OF POLICY

1. Administration Responsibility The Audit Committee of the Board shall be responsible for the administration of the Policy. The Audit Committee shall review disclosure reports, receive questions about the application of the Policy from Individuals and provide guidance and instructions in those matters. The Audit Committee shall receive reports of suspected violations and make appropriate recommendations to the Board. The Audit Committee shall review the Policy annually to ensure its continued appropriateness and applicability.
2. Policy Interpretation The interpretation of the Policy is one of caution and conservatism. While primary reliance is placed on the good judgment and integrity of Individuals, they are expected to err on the side of strict adherence to the Policy.
3. Policy Reporting Protocol Trustees, Members of the Committees of the Board and the President shall make disclosures and refer questions to the Chairman of the Audit Committee. Other Officers and Other Employees shall make disclosures and refer questions to the President.
4. Disclosure Procedure Whenever an Individual determines that a conflict of interest or an appearance of a conflict of interest exists, as described in Section 1, or is in doubt about the appropriate application of the Policy, the Individual shall report in writing the facts and circumstances of the matter to the Chairman of the Audit Committee or the President, as appropriate, and shall govern themselves in accordance with the instructions received. Except as otherwise directed by those instructions, the Individual shall not participate in any discussion or decision relating to such matter.
5. Conflict of Interest & Recusal Procedures In the event a conflict of interest or an appearance of a conflict involving an Individual arises, then unless and until such Individual receives contrary instructions from the Chairman of the Audit Committee or from the President as appropriate the following procedures shall apply:
   1. The Individual shall not participate in any formal or informal discussion of or any decision or vote on the contract, relationship, person or organization with respect to which the conflict or appearance of a conflict may relate. Such an Individual who is a Trustee or member of a Committee may be counted to establish a quorum for meetings.
   2. Unless invited to answer questions or participate in discussions, the Individual shall temporarily absent himself/herself from meetings in order to allow the remaining persons or members of the Board or Committee to engage in a full discussion regarding the contract, relationship, individual or organization in question.
   3. If the affected individual is a Trustee and a vote is taken, then such Trustee shall abstain from voting and the minutes of the Committee or the Board meeting shall record this fact.
6. Reporting Suspected Violations Individuals have a duty to report suspected violations of the Policy to the Chairman of the Audit Committee. If a violation is determined to have occurred, the Audit Committee shall make appropriate recommendations to the Board. Reports of suspected violations shall be addressed to the Chairman of the Audit Committee and delivered to the Secretary of the Retirement Fund in a sealed confidential envelope.
7. Annual Questionnaire Annually, the Audit Committee shall require Trustees, Members of Committees of the Board, Officers, and Other Employees designated by the President to complete a confidential questionnaire on the Policy. Attached to this Policy as Appendix B are the Annual Questionnaires for Trustees and Management of the Retirement Fund.
8. Policy Amendments This Policy may be amended from time to time by the Board or by the Audit Committee of the Retirement Fund.
9. Applicable Law This Policy is in addition to any other duties and responsibilities imposed on Individuals by applicable law or regulation.

SECTION 6 - DEFINITIONS

1. Board, Committee, Participating YMCA, Participant, Beneficiary and other terms used in this Policy shall have the meanings assigned to them by Constitution and Bylaws of the Retirement Fund, and the Plans.
2. Family Member shall mean a person's spouse, ancestors, siblings, children, grandchildren and great grandchildren and the spouses of siblings, children, grandchildren and great grandchildren.
3. Individual shall mean any Trustee, Member of a Committee of the Board, Officer, Other Employee, and shall include Family Members or domestic partners of the foregoing.
4. Trustee shall mean a member of the Board of Trustees.
5. Member of a Committee of the Board shall mean a person appointed to a Committee of the Board who is not a Trustee, Officer or Other Employee.
6. Officer shall mean the President & Chief Executive Officer and such other officers authorized by the Board and appointed by the President, including but not limited to an Executive Vice President, Secretary & General Counsel, Treasurer & Chief Financial Officer, Chief Investment Officer, Chief Technology Officer, Vice President Strategic Planning Research & Development.
7. Other Employee shall mean other employed staff of the Retirement Fund.
8. Plans shall mean the Retirement Plan, the Savings Plan and any other pension or welfare benefit plan previously, currently or prospectively sponsored by the Retirement Fund.
9. Retirement Fund or Fund shall mean the Young Men's Christian Association Retirement Fund.
10. Retirement Plan shall mean the Young Men's Christian Association Retirement Fund Retirement Plan.
11. Savings Plan shall mean the Young Men's Christian Association Retirement Fund Tax-Deferred Savings Plan.

APPENDIX A – PROVISIONS OF RETIREMENT FUND DOCUMENTS

The foregoing policies and procedures are adopted in furtherance of principles set forth in the Retirement Fund's Act of Incorporation, Constitution, Bylaws and Plans. Set forth below are relevant provisions from such documents.

1. The Act of Incorporation of the Retirement Fund:
   
   "Section 4. Such corporation is not established and shall not be maintained or conducted for pecuniary profit and shall have the status of a religious, educational or benevolent corporation. None of its trustees, officers, members or employees shall receive any pecuniary profit from the operation thereof, except reasonable compensation for services in effecting one or more of its purposes...."
2. The Constitution of the Retirement Fund:
   
   "Article I., Section 3. The object of this Fund shall be to provide certain benefits to or on account of employed officers and other employees of participating Young Men's Christian Associations who become eligible to the benefits of the Fund under the conditions established by the Board of Trustees."
3. The Bylaws of the Retirement Fund:
   
   "Article II., Section 4. Members of the Board shall serve without any compensation as members of the Board, but any member of the Board may be reimbursed for expenses necessarily incurred in connection with such services."
4. The Retirement Plan of the Retirement Fund:
   
   "Section 12.3(d). No member of the Board, member of its committees, officer or employee of the Retirement Fund shall have any interest, direct or indirect, in the gains or profits of any investment of the Retirement Plan, nor shall he/she, directly or indirectly, receive any pay or emolument for his/her services, except for compensation of employees approved by the Board. No member of the Board, member of its committees, officer or employee of the Retirement Fund, directly or indirectly, for him/herself or an agent, partner, or others, shall borrow any of its funds or assets, or in any manner use the same except to make payments authorized by the Board; nor shall he/she become an endorser of surety or in any manner an obligor for monies loaned by or borrowed from the Retirement Plan."
   
   "Section 12.4. The Board or any other fiduciary of the Retirement Plan as provided by ERISA whether specifically designated or not shall:

   1. Discharge all duties solely in the interest of Participants and Beneficiaries and for the exclusive purpose of providing Retirement Plan benefits and defraying reasonable administrative expenses; and
   2. Discharge his/her responsibilities with the care, skill, prudence, and diligence a prudent person would use in similar circumstances; and
   3. Diversify investments so as to minimize risk of large losses unless, under the circumstances, it is clearly prudent not to do so; and
   4. Conform with the provisions of the Retirement Plan."
5. The Savings Plan of the Retirement Fund:
   
   "Section 5.1(a). The Board shall be responsible for the administration, investment, and interpretation of the Plan and its assets, and be the plan administrator, pursuant to all of the administrative and fiduciary responsibility provisions of the Retirement Plan."
   

APPENDIX B – ANNUAL QUESTIONNAIRES

ANNUAL QUESTIONNAIRE ON CONFLICT OF INTEREST (TRUSTEES)

I have read and understand the Conflict of Interest Policy for the Young Men’s Christian Association Retirement Fund (formerly the Policy Statement on Professional Conduct)(“Policy”). I have received a copy of the Policy for my guidance. I have examined my activities and interests with respect to the Policy, specifically as they relate to confidential information, financial transactions, benefits and gifts, etc.

1. To the best of my knowledge and belief, since the completion of my last Annual Questionnaire with respect to the Policy (or initial Questionnaire), neither I nor any Family Member (my spouse, ancestors, siblings, children, grandchildren and great grandchildren and the spouses of siblings, children, grandchildren and great grandchildren), nor my domestic partner has failed to comply with the Policy.
2. I have not received any compensation from the Retirement Fund or its Plans except for reimbursement for expenses necessarily incurred in connection with my service on the Board of Trustees.
   
3. I have not received any loan from the Retirement Fund or its Plans (except a loan permitted under the Savings Plan).
   
4. I am not a former employee of the Retirement Fund or of its auditor (KPMG).
   
5. I have not served as a paid consultant to the Retirement Fund or its Plans nor has my firm, company or any organization in which I have a substantial interest, provided any paid products or services to or for the Retirement Fund or its Plans.
   
6. Have you ever been accused, found guilty, or held liable for a breach of trust, or ever been convicted of criminal conduct?
   
7. Have any fiduciary claims (not benefit claims) been made against any benefit plan of which you have been a fiduciary in the last five years?
   
8. Have you ever given written notice under a fiduciary insurance policy that may have given rise to a fiduciary claim against any insured person?
   
9. Have any loss payments ever been made on your behalf under any fiduciary insurance policy?
   
10. Are you aware of anything which may give rise to a future claim under the Retirement Fund’s fiduciary insurance?
    
11. Are you presently a general or limited partner in a partnership or a member of an LLC?
    If the answer to this question is Yes, please attach a separate sheet listing your interests which constitute 5% or more of the partnership or company.
    
12. Have you ever been involved in anti-trust, copyright, or patent litigation?
    
13. Have you ever been involved in a civil or criminal action, or administrative proceeding charging a violation of federal or state securities laws or regulations?
    
14. Have you ever been involved in any other criminal actions?
    
15. Have you ever given written notice under a directors and officers insurance policy which may have given rise to a claim against any insured person?
    
16. Have any loss payments ever been made on your behalf under any directors and officers insurance policy?
    
17. Are you aware of anything which may give rise to a future claim under the Retirement Fund’s directors and officers insurance?
    
18. Do you hold any director, trustee or officer positions in any for profit entity?
    If the answer to this question is Yes, please attach a separate sheet listing the position and the full name of the organization.
    

ANNUAL QUESTIONNAIRE ON CONFLICT OF INTEREST (MANAGEMENT)

I have read and understand the Conflict of Interest Policy for the Young Men’s Christian Association Retirement Fund (formerly the Policy Statement on Professional Conduct)(“Policy”). I have received a copy of the Policy for my guidance. I have examined my activities and interests with respect to the Statement and procedures, specifically as they relate to confidential information, financial transactions, benefits and gifts, etc.

1. To the best of my knowledge and belief, since the completion of my last Annual Questionnaire (or initial Questionnaire), neither I nor any Family Member (my spouse, ancestors, siblings, children, grandchildren and great grandchildren and the spouses of siblings, children, grandchildren and great grandchildren), nor my domestic partner has failed to comply with the Policy.
2. I have not received any compensation from the Retirement Fund or its Plans except as approved by the Board of Trustees (officers) or Management (employees).
   
3. I have not received any loan from the Retirement Fund or its Plans (except a loan permitted under the Savings Plan).
   
4. I do not serve on any compensation committee which determines the compensation of any individual that sits on the Compensation Committee of the Retirement Fund.
   
   (For questions 5-18, please check yes or no as shown. If you check yes, please briefly explain on a separate sheet.)
5. Have you ever been accused, found guilty, or held liable for a breach of trust, or ever been convicted of criminal conduct?
6. Have any fiduciary claims (not benefit claims) been made against any benefit plan of which you have been a fiduciary in the last five years?
7. Have you ever given written notice under a fiduciary insurance policy that may have given rise to a fiduciary claim against any insured person?
8. Have any loss payments ever been made on your behalf under any fiduciary insurance policy?
9. Are you aware of anything which may give rise to a future claim under the Retirement Fund’s fiduciary insurance?
10. Are you presently a general or limited partner in a partnership or a member of an LLC?
    If the answer to this question is yes, please attach a separate sheet listing all such interests.
11. Have you ever been involved in anti-trust, copyright, or patent litigation?
12. Have you ever been involved in a civil or criminal action, or administrative proceeding charging a violation of federal or state securities laws or regulations?
13. Have you ever been involved in any other criminal actions?
14. Have you ever given written notice under a directors and officers insurance policy which may have given rise to a claim against any insured person?
15. Have any loss payments ever been made on your behalf under any directors and officers insurance policy?
    
16. Are you aware of anything which may give rise to a future claim under the Retirement Fund’s directors and officers insurance?
    
17. Do your duties involve the investment operations of the Retirement Fund or Plans?
    If the answer to this question is Yes, please attach a separate sheet reporting any of your financial interests involving venture capital, private equity or other similar private investments and attach it to this Questionnaire.
    
18. Do you hold any director, trustee or officer positions in any entity?
    If the answer to this question is Yes, please attach a separate sheet listing the position and the full name of the organization.