Conflict of Interest Policy

All members, directors, officers and employees of SOI (individually, “SOI representative,” and collectively, “SOI personnel”) shall avoid conflicts of interest in discharging their duties to SOI, and shall discharge their duties to SOI based solely on a desire to further SOI’s purpose and mission and best interests, rather than their own interests or desires.

In addition, all SOI personnel shall avoid even the appearance of a conflict of interest in the discharge of their respective duties, by complying with the disclosure requirements of this Conflict of Interest Policy.

If an SOI representative considers any contract or transaction between SOI and either: (a) that SOI representative, (b) a member of that SOI representative’s Family (as defined below), or (c) any organization which is Affiliated (as defined below) with that SOI representative, then that SOI representative shall promptly notify SOI of the relationship or interest as soon as he/she becomes aware of the contract or transaction.

No SOI representative who has a conflict of interest, or who has been found to have a conflict of interest by SOI’s Board of Directors (or by any committee or officer to whom the Board delegates that responsibility) shall vote or otherwise participate in any final deliberation or decision on SOI’s behalf regarding the contract, transaction or other matter in which the SOI representative determined to have, or was found to have, a conflict of interest. The preceding sentence does not prohibit the affected SOI representative from providing SOI with information which he or she believes is relevant to the contract, transaction or other matter under consideration.

Any SOI representative who is uncertain about the existence of a possible conflict of interest may request that SOI determine whether such a conflict exists. Such requests shall be submitted to SOI’s Board if the SOI representative in question is a Board member or the President/Chief Executive Officer of SOI, or to SOI’s President/Chief Executive Officer if the SOI representative is an officer (other than the President/CEO) or employee.

As used in this Conflict of Interest Policy, the individuals considered to be part of the “Family” of an SOI representative are that representative’s spouse or domestic partner, parents, grandparents, children, grandchildren, siblings, aunts, uncles and first cousins. In addition, an organization is considered to be an “Affiliate” of an SOI representative for purposes of this Conflict of Interest Policy if that SOI representative: (a) is an officer, director, trustee, partner or agent of that organization; (b) is either the actual or beneficial owner of more than five percent of the voting stock, or equivalent interest of, that organization; or (c) has any other direct or indirect dealings with the organization from which that SOI representative is knowingly benefited in a material way (such as through the direct or indirect receipt of cash or other property in excess of $2,500 per year, exclusive of dividends and interest.)