About Us

Governance
Conflict of Interest Policy

The Conflict of Interest Policy assures participants of the
fidelity and probity of Trustees, officers and employees
of the Retirement Fund.

 

As Amended May 2018

SECTION 1 - DEFINITIONS
SECTION 2 – DUTIES
SECTION 3 – DISCLOSURE
SECTION 4 – CONFLICTS OF INTEREST
SECTION 5 – ADMINISTRATION OF POLICY
SECTION 6 – OTHER RULES
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: Definitions

1. Board, Committee, Participating YMCA, Participant, Beneficiary and other terms used in this Policy shall have the meanings assigned to them by the Bylaws of the Retirement Fund and the Plans.

2. Co-Investment Interest. An Individual has a Co-Investment Interest if he or she has personal funds invested with an investment manager providing, or expected to provide, investment management services to the Fund. For purposes of comparison, an investment “in” the same entity or product is a Financial Interest as compared to an investment “with” the same manager in a different entity or product, which is a Co-Investment Interest. For the avoidance of doubt, Family Members’ Co-Investment Interests do not require disclosure.

3. Compensation includes direct and indirect remuneration and/or payment/reimbursement of expenses, as well as gifts or favors that are significant in nature.

4. Family Member shall mean a person’s spouse or domestic partner, ancestors, siblings, children, grandchildren and great grandchildren and the spouses of siblings, children, grandchildren and great grandchildren.

5. Financial Interest. An Individual has a Financial Interest if he or she has directly or indirectly, through business, investment or a Family Member:

a. an ownership or investment interest in any entity with which the Retirement Fund has a transaction or arrangement, or

b. a compensation arrangement with the Retirement Fund or with any entity or individual with which the Retirement Fund has a business transaction or arrangement (e.g., sale, lease, license, performance of services), or

c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Retirement Fund is negotiating a business transaction or arrangement (e.g. sale, lease, license, performance of services).

Financial Interest does not include the following:

a. an equity interest (e.g. stock, stock option, or other ownership interest) in a publicly traded entity; or

b. an ownership interest in retirement accounts or non-discretionary trusts where an Individual does not have the ability to control or exert influence over the investment decisions made in such vehicle.

6. Individual shall mean any Trustee, Member of a Committee of the Board, Officer or Other Employee.

7. Interested Person shall mean any Individual who has an actual or Potential Conflict of Interest.

8. 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.

9. Potential Conflict of Interest shall mean a situation where an Individual:

a. has or intends to have a direct or indirect Financial Interest, Co-Investment Interest, or other material interest, or

b. is engaged in, or intends to engage in, an activity that may reasonably present a Conflict of Interest within the meaning of this Policy, or

c. when it is reasonably likely that an observer may perceive a Conflict of Interest.

10. 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 Secretary & General Counsel, Chief Financial Officer, Chief Investment Officer, Chief Information Officer, Chief Operations Officer-External and Chief Strategy Officer.

11. Other Employee shall mean other employed staff of the Retirement Fund.

12. 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.

13. Retirement Fund or Fund shall mean the Young Men’s Christian Association Retirement Fund.

14. Retirement Plan shall mean the Young Men’s Christian Association Retirement Fund Retirement Plan.

15. Savings Plan shall mean the Young Men’s Christian Association Retirement Fund Tax-Deferred Savings Plan.

16. Trustee shall mean a member of the Board of Trustees.

SECTION 2: 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 its Plans.

3. Governing Documents Individuals shall act in accordance with the Retirement Fund’s governing documents, including the Retirement Fund’s Act of Incorporation, Bylaws, and Plans’ documents. Relevant excerpts of such documents are set forth in Appendix A.

SECTION 3: Disclosure

1. Duty to Disclose An Individual is under a duty to disclose when he or she has an actual or Potential Conflict of Interest (including a Financial Interest or Co-Investment Interest), or is in doubt about the appropriate application of the Policy. The Individual shall report the facts and circumstances of the matter to the Chair of the Audit Committee as soon as it is known, or reasonably should be known, and shall govern themselves in accordance with the instructions received. The Chair of the Audit Committee shall report the facts and circumstances of an actual or Potential Conflict directly to the other members of the Audit Committee. Except as otherwise directed by those instructions, the Individual shall not participate in any discussion or decision relating to such matter.

2. Annual Questionnaire 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 regarding the Policy, in the form attached hereto as Appendix B. The questionnaire shall be completed upon an Individual’s initial association with the Retirement Fund and shall be updated annually thereafter. 

SECTION 4: Conflicts of Interest

1. Conflict of Interest A Conflict of Interest arises when an Individual’s independence or objectivity in the discharge of responsibilities to the Fund is impaired as a result of his or her existing or potential Financial Interest, Co-Investment Interest, or other material interest.

2. 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 the 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.

3. Conflict of Interest & Recusal Procedures After disclosure of a Potential Conflict of Interest and all material facts, and any discussion with the Interested Person, the Chair of the Audit Committee will determine whether a Conflict of Interest exists. In the event an actual or Potential Conflict of Interest arises, then unless and until the Interested Person receives contrary instructions from the Chair of the Audit Committee, the following procedures shall apply:

(a) The Interested Person 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 Potential Conflict of Interest may relate. Such an Interested Person who is a Trustee or member of a Committee may be counted to establish a quorum for meetings.

(b) Unless invited to answer questions or participate in discussions, the Interested Person 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.

(c) If the Interested Person 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.

4. Documentation The Fund’s Internal Audit department shall document any disclosure made to the Chair of the Audit Committee pursuant to this Policy. Such documentation shall include the name of each Interested Person; the nature of the Potential Conflict of Interest, and a summary of the Audit Committee’s instructions to the Interested Person including, whether the Interested Person can participate in any discussion or decisions relating to the matter.

In the event the Audit Committee determines that an actual Conflict of Interest exists and the transaction is subsequently considered at a meeting of the Board or a Committee, the minutes of such meeting shall reflect that: (a) the Interested Person made disclosure, withdrew from consideration of the transaction and abstained from voting, or (b) the Interested Person made disclosure but continued to participate pursuant to instructions received from the Chair of the Audit Committee, which instructions shall be noted in 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 of the Board 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 Person, and whether the Interested Person otherwise participated in any discussions or proceedings. As with all minutes, the minutes documenting a Conflict of Interest transaction shall be reviewed and approved by the Board or appropriate 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 Individual has failed to disclose an actual or Potential Conflict of Interest, it shall inform the Chair 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 void the contract and/or require such Interested Person to restore the Retirement Fund to the financial position it would have been in if such Interested Person had been acting in compliance with this Policy. Where the latter remedy is employed, such Interested Person 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 5: Administration of Policy

1. Administration Responsibility The Audit Committee of the Board shall be responsible for the administration of the Policy. This Policy may be amended from time to time by the Board or by the Audit Committee of the Retirement Fund and the Audit Committee shall review the Policy annually to ensure its continued appropriateness and applicability.

2. Reporting Suspected Violations Individuals have a duty to report suspected violations of the Policy to the Chair of the Audit Committee. If a violation is determined to have occurred, the Audit Committee shall make appropriate recommendations to the Board or the appropriate Committee of the Board. In conducting its investigation of reported suspected violations, the Audit Committee will strive to keep as confidential as possible the identity of any Individual that reports a suspected violation of the Policy or any Individual who provides information during an investigation.

3. Protection under the Policy. No Individual shall suffer intimidation, harassment, discrimination or other retaliation or, in the case of Officers or Other Employees, adverse employment consequences for reporting a suspected violation of the Policy.

4. 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. However, 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 that could not be expected to adversely affect the performance of his or her duties. Special caution shall be taken in the timing of purchases and sales.

5. Applicable Law This Policy is in addition to any other duties and responsibilities imposed on Individuals by applicable law or regulation.

SECTION 6: Other Rules

1. No Promotion of Personal Interests Individuals shall avoid promoting their personal interests by reason of their connection with the Retirement Fund. An Individual shall use special caution to avoid investments or transactions 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.

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. Each Trustee shall disclose: (i) outside directorships in any for-profit entity; and (ii) any change in his/her employment.

3. Gifts or Benefits Individuals shall avoid receipt of benefits, favors, gifts or entertainment that may influence the performance of their duties. This does not preclude the acceptance of items or benefits of nominal or insubstantial value or are not related to any particular transaction or arrangement of the Retirement Fund.

4. Confidential Information In the course of their duties, Individuals may receive confidential information concerning the Retirement Fund, its administration, financial transactions, Participating YMCAs or Participants. Such information shall be used only for Retirement Fund purposes and shall not be disclosed to any third parties.

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 Policies.

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.

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, Bylaws and Plans. Set forth below are excerpts of the relevant provisions from such documents.

1. The Act of Incorporation of the Retirement Fund:

“Section 3. The purpose of this corporation shall be to support Young Men’s Christian Associations by providing pension and welfare benefit programs to empower YMCA employees to achieve economic security during their working and retirement years. In so doing, this corporation shall support the Young Men’s Christian Association Movement which is in its essential genius a worldwide fellowship united by a common loyalty to Jesus Christ for the purpose of developing Christian personality and building a Christian society .”

“Section 5. 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 Bylaws of the Retirement Fund:

“Article III., Section 7. Members of the Board shall serve without any compensation as Trustees, but any Trustee may be reimbursed for expenses incurred in connection with such services.”

3. 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(a). The Board or any other fiduciary of the Retirement Plan as provided by ERISA whether specifically designated or not must:

(i) 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

(ii) Discharge his/her responsibilities with the care, skill, prudence, and diligence a prudent person would use in similar circumstances; and

(iii) Diversify investments so as to minimize risk of large losses unless, under the circumstances, it is clearly prudent not to do so; and

(iv) Conform to the provisions of the Retirement Plan.”

4. The Savings Plan of the Retirement Fund:

“Section 10.4(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 Savings Plan, nor shall he or she, directly or indirectly, receive any pay or emolument for his or 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 or 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 or she become an endorser of surety or in any manner an obligor for monies loaned by or borrowed from the Savings Plan. Notwithstanding the previous sentence, plan loans in accordance with Section 5.5 may be made to members of the Board, members of its committees, officers or employees of the Retirement Fund who are Participants in the Savings Plan.”

“Section 10.5. The Board or any other fiduciary of the Savings Plan, whether specifically designated or not, shall:

(a) Discharge all duties solely in the interest of Participants and Beneficiaries and for the exclusive purpose of providing Savings Plan benefits and defraying reasonable administrative expenses; and

(b) Discharge his or her responsibilities prudently in accordance with applicable law; and

(c) Diversify investments so as to minimize risk of large losses unless, under the circumstances, it is clearly prudent not to do so; and

(d) Conform to the provisions of the Savings Plan.”

APPENDIX B – ANNUAL QUESTIONNAIRES
ANNUAL QUESTIONNAIRE ON CONFLICT OF INTEREST (TRUSTEES)

For questions 1-4, please check True or False. If False, please briefly explain on a separate sheet.

1.  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.

2.  I have not received any loan from the Retirement Fund or its Plans (except a loan permitted under the Savings Plan).

3.  I am not a former employee of the Retirement Fund or of its auditor (KPMG).

4.  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.

For questions 5-17, please check yes or no. If 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 that may give rise to a future claim under the Retirement Fund’s fiduciary insurance?

10.  Are you presently aware of an actual or Potential Conflict of Interest (including an existing or potential Financial Interest or Co-Investment Interest) that you have as defined by Section 1.9 of the Policy?
If the answer to this question is Yes, please attach a separate sheet describing such Potential Conflict of Interest.

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 that 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 that may give rise to a future claim under the Retirement Fund’s directors and officers insurance?

17.  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.

As a Trustee of the Young Men’s Christian Association Retirement Fund (the “Retirement Fund”), I hereby affirm that I: 

1.  have received a copy of the Retirement Fund’s Conflict of Interest Policy (the “Policy”) dated May 2018;

2.  have read and understand the Policy;

3.  agree to comply with the Policy; and

4.  have examined my activities and interests with respect to the Policy and, to the best of my knowledge and belief, I have not failed to comply with the Policy since the completion of my last Annual Questionnaire (or initial Questionnaire)

ANNUAL QUESTIONNAIRE ON CONFLICT OF INTEREST (MANAGEMENT)

For questions 1-3, please check True or False. If False, please briefly explain on a separate sheet.

1.  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).

2.  I have not received any loan from the Retirement Fund or its Plans (except a loan permitted under the Savings Plan).

3.  I do not serve on any compensation committee that determines the compensation of any individual that sits on the Compensation Committee of the Retirement Fund.
For questions 4-16, please check yes or no. If you check yes, please briefly explain on a separate sheet.

4.  Have you ever been accused, found guilty, or held liable for a breach of trust, or ever been convicted of criminal conduct?

5.  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?

6.  Have you ever given written notice under a fiduciary insurance policy that may have given rise to a fiduciary claim against any insured person?

7.  Have any loss payments ever been made on your behalf under any fiduciary insurance policy?

8.  Are you aware of anything that may give rise to a future claim under the Retirement Fund’s fiduciary insurance?

9.  Are you presently aware of an actual or Potential Conflict of Interest (including an existing or potential Financial Interest or Co-Investment Interest) that you have as defined by Section 1.9 of the Policy?

If the answer to this question is Yes, please attach a separate sheet describing such Potential Conflict of Interest.

10.  Have you ever been involved in anti-trust, copyright, or patent litigation?

11.  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?

12.  Have you ever been involved in any other criminal actions?

13.  Have you ever given written notice under a directors and officers insurance policy that may have given rise to a claim against any insured person?

14.  Have any loss payments ever been made on your behalf under any directors and officers insurance policy?

15.  Are you aware of anything that may give rise to a future claim under the Retirement Fund’s directors and officers insurance?

16.  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 positions and the full name of the organization.