Conflicts of Interest Policy

The directors and officers of WITF, Inc. (“the Corporation”) have a fiduciary duty to act in good faith in what they reasonably believe to be the Corporation’s best interest. Accordingly, directors and officers are expected to conduct their activities, including those relating to persons or businesses with whom they are closely associated, in such a way that neither actual conflict nor the appearances of conflict will arise between their other interests and the policies, operations or interests of the Corporation.

It is recognized that in many cases business relationships between the Corporation and organizations with which its directors or officers are involved are important and valuable to the Corporation, particularly the many collaborations between the Corporation and related non-profit institutions. However, each such relationship should be fully disclosed to the Board of Directors or a designated committee, and if there is a reasonable potential for a conflict of interest or a perceived conflict of interest the Board or its designated committee should review and determine the appropriateness of such relationship or transaction involving it.

To assure full disclosure, each director and officer is asked to complete a Disclosure Form intended to identify any related party transactions known to the Director or Officer. Management of the Corporation will also be asked to report all known related party transactions annually to the Board of Directors or its designated committee, and to report at any time when a potential conflict of interest arises from a related party transaction.

June 1998

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