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CODE OF CONDUCT & ETHICAL REPORTING (WHISTLEBLOWER) POLICY

Margaret A. Cargill Foundation, Anne Ray Foundation, Margaret A. Cargill Philanthropic Services, LLC (“MACPS”), and any other entity of which Margaret A. Cargill Foundation or Anne Ray Foundation is a member (collectively, “MACP” or “the Philanthropies”) are committed to upholding the highest legal, ethical, and moral standards. We are committed to being good stewards of resources and complying with all applicable laws and regulatory requirements.

Code of Conduct

All MACP Covered Persons1 are required to conduct business in accordance with the letter and spirit of all relevant laws; to refrain from any illegal, dishonest, or unethical conduct; to act as good stewards of resources; to act in a professional, businesslike manner; to treat others with respect; and to generally conduct themselves consistent with the highest ethical standards.

All Covered Persons are therefore expected to act in accordance with all policies governing the behavior or performance of Covered Persons, including, without limitation, the Offensive Behavior and Discrimination Prevention Policy, Conflict of Interest Policy, Expense Reimbursement Policy and, in the case of employees of MACPS, all other policies set forth in the MACPS Employee Handbook. Compliance with this Code of Conduct is the responsibility of every Covered Person. Violations of the Code of Conduct may result in discipline, up to and including termination of the Covered Person’s relationship with MACP.

1 For purposes of this policy, “Covered Persons” includes all MACP Members, Directors, Special Advisors, Managers, Officers, Committee Members, and MACPS Employees.

Ethical Reporting (Whistleblower) Policy

Good judgment, integrity and honesty should guide you. If a situation arises where it is difficult to determine the proper course of conduct, or where a question arises concerning the propriety of certain conduct by others, you should bring the matter to the attention of the President and Chief Executive Officer, General Counsel, a member of the MACP Legal Team, outside counsel Best & Flanagan LLP, or in the case of an employee of MACPS, to the employee’s manager or the MACPS Human Resources Team.

1. Duty to Report Illegal, Unethical or Dishonest Activities.

As a Covered Person, you are responsible for complying with the Code of Conduct when acting on behalf of the Philanthropies. You are also responsible for reporting violations or suspected violations of the Code of Conduct, or any activity that may be illegal, unethical or dishonest.

Examples of illegal, unethical or dishonest activities include (but are not limited to) violations of federal, state, or local laws, rules or regulations; providing false or misleading information on financial documents, grant documents, tax returns or other public documents; theft; improper or undocumented financial transactions; improper use of any MACP assets; violation of any MACP policy; falsification of timekeeping or expense records; and other fraudulent reporting.

2. Procedures for Making Reports.

We value honest and open communication regarding ethical and legal behavior and ask that you voice concerns as soon as possible.

We encourage you to raise concerns with your manager, the MACP Human Resources or Legal Teams, or our outside counsel, or by leaving a message on the MACP Hotline. Contact information is available in the policy linked on MACP’s internal Sharepoint page.

You should report any concerns to one or more of the outlets listed above. If you are not satisfied with the response, you are encouraged to contact one of the other listed contacts. This policy is designed to allow you to bypass any party you believe is engaged in improper conduct.

Anonymous reports may be made to, or may be delivered by unsigned writing marked “Confidential” to one or more of the individuals listed above.

All reports should be factual and should contain as much specific information as possible so that the person assigned to investigate the report has sufficient information to assess the nature, extent, and urgency of the report in order to conduct a thorough investigation. Anonymous reports containing insufficient information are difficult to investigate. Accordingly, anonymous reports should contain as much clarity and specificity as possible to ensure that they may be appropriately investigated.

Confidentiality will be maintained to the extent possible, consistent with the need to conduct an adequate investigation and to comply with applicable law. In the course of an investigation, the Philanthropies may need to share information with others on a “need to know” basis.

3. Reporting Person Protected; No Retaliation.

The Philanthropies will not retaliate against you for making a good faith report or participating in an internal investigation. This includes, but is not limited to, protection from harassment and adverse action related to your role with any of the Philanthropies (including, for employees of MACPS, any adverse employment action such as termination, compensation decreases or threats of adverse employment action). Any Covered Person who retaliates against a reporting person will be subject to discipline by the Philanthropies. We ask that you immediately report any concerns about retaliation to the General Counsel, the Hotline Voicemail or the Philanthropies’ outside legal counsel.

4. Handling Reported Violations.

Any person who receives a report under this policy is required to immediately convey such report to the General Counsel. The General Counsel will promptly notify the sender and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly examined and appropriate corrective action will be taken if warranted by the investigation.

Should any report involve conduct of the General Counsel, reports should be made to the Philanthropies’ outside legal counsel: Sarah Crippen, Daniel Grimsrud or Elizabeth Davydov of Best & Flanagan LLP, who will promptly acknowledge receipt of the reported violation or suspected violation and will report to the governing board(s) or President and Chief Executive Officer, who will ensure that the report is investigated and appropriate corrective action taken, if warranted.

5. Responsibility for Investigation.

The General Counsel is responsible for investigating and resolving all reports made under this Policy and, at her/his discretion, shall advise the President & CEO, and/or the relevant governing boards of the affected organization(s). If you have concerns about a possible violation of the Code of Conduct, you are specifically directed not to perform an investigation or take other action regarding a suspected violation (with the exception of reporting such suspected violation in accordance with this Whistleblower Policy). Should any report involve conduct of the General Counsel, the President & CEO (or her or his delegate) will be responsible for investigating and resolving such report under this Policy.

6. Requirement of Good Faith.

When you report under this Policy, you must be acting in good faith and must have reasonable grounds for believing the information reported. If you willfully file a false report, or provide evidence that you know to be false or that you have no reasonable basis for believing to be true, you will not be protected under this Policy, and may be subject to discipline.

Last Updated: 10/7/2019