Insider Trading Policy

Because confidential and non-public information relating to companies may be included in grant requests, application reports, and other documents that are provided or are available to the Bill & Melinda Gates Foundation (the Foundation) it is important for Foundation employees to understand the laws and the Foundations policy regarding insider trading. This document provides an overview of these laws and also sets forth the Foundations Insider Trading Policy. This policy applies to all confidential or non-public information whether received in writing, by email or orally. This policy not only applies to you, but also to family members residing in your household or materially dependent upon you for support and entities controlled by or formed for the benefit of you or your family members. If you have any questions about the policy you should contact the Foundations General Counsel. BASIC RULE: The insider trading laws prohibit: trading securities of a company while aware of material, non-public information about the company, or communicating to others any material, non-public information about a publiclytraded company for the purpose of trading in the securities of such company. A. KEY LEGAL TERMS

1. Insider trading. Simply stated, it is a violation of the federal securities laws to trade in securities1 on the basis of material, nonpublic information either directly or indirectly by communicating such information to others who then trade on the information. A trade will be deemed to have been made on the basis of material, nonpublic information if the person trading was aware of such information at the time of the purchase or sale, regardless of whether the person actually made use of that information in deciding to trade. 2. Insider. An insider is anyone in possession of material, non-public information, however obtained. Foundation personnel may become temporary insiders upon the receipt of confidential or non-public information that is received under an express or implied agreement of confidentiality. Confidentiality agreements may be in writing or oral or may arise out of the circumstances surrounding the disclosure of the confidential or non-public information. 3. Materiality. Insider trading restrictions arise only when the information that is used for trading, tipping, or a recommendation is material. Information is material if (a) there is a substantial likelihood that a reasonable investor would consider the information important in making a decision to purchase or sell stock, or (b) it is reasonably likely, once publicly disclosed, that the information would have a substantial effect on the price of an issuers securities. It need not be so important that it would change the investors decision of whether to buy or sell; it is enough if it is the type of information on which reasonable investors usually rely in making purchase or sale decisions. Information is especially likely to be deemed material if its release is followed by a significant change in market price. Examples of information that may be material include:

A security includes all domestic and foreign debt and equity securities, as well as options, warrants, rights and security-based swap agreements. Security, however, would not include commodities or currencies.
Foundation-Wide Policy Subject: Insider Trading Date Revised: December 2009

Category:

award or loss of a significant grant major new discoveries or products test results of significant new products (good or bad) significant changes in management or operations significant litigation or governmental investigations award or loss of material contracts earnings forecasts and other financial information proposed dividends or stock splits possible mergers and acquisitions and purchase or sale of significant assets changes in debt ratings upcoming securities offerings or extraordinary borrowings impending bankruptcy or the existence of severe liquidity problems

4. Non-public. Information is considered public if it has been disseminated in a manner making it available to investors generally and such investors have had time to absorb the information fully. All other information is non-public. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the investing public until after the second trading day after the information is released. Non-public information includes confidential information. Rumors, even if true and widely reported in the media, may not constitute public disclosure unless publicly confirmed. Unconfirmed rumors should be regarded as non-public information. If you have any question regarding whether information is material, confidential or non-public for purposes of this policy, please contact the Foundations General Counsel. If there is any doubt, it is safer not to engage in any trading of the companys securities until the confidential information becomes public as you will only know in hindsight whether such information was viewed as material by the investing public. B. PROHIBITED ACTIVITIES FOR FOUNDATION EMPLOYEES

The use or dissemination of any material, non-public information of any company in a manner that is contrary to the Foundations best interests or in violation of state or federal law is expressly prohibited. Prohibited activities include, but are not limited to the following: 1. Trading on the basis of non-public information in the securities of a company that has submitted a grant request, report, or provided other non-public information to the Foundation. 2. Tipping; that is, providing non-public information to anyone other than for legitimate Foundation purposes. The Foundation has a strict need-to-know policy, meaning non-public or confidential information should only be disclosed to persons working in the Foundation who need to know that information. A person who engages in this kind of unlawful communication may be held liable regardless of whether he or she actually traded any securities. It is particularly important that non-public information not be shared with employees of any consultant of the Foundation, including BGI, the Foundations investment adviser. 3. Recommending the purchase or sale of any securities on the basis of non-public information, even if the underlying confidential information is not disclosed.
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Assisting someone else engaged in any of the foregoing activities.

Examples of situations that may specifically arise at the Foundation that could involve insider trading issues are: A Foundations program group learns of material, non-public information from a public company (i.e., through a grant proposal or report) and a Foundation employee who becomes aware of this information makes an investment decision with respect to the securities of the company (either a purchase or sale). A Foundations program group decides to make a grant that will be material to a public company and a Foundation employee who is aware of the Foundations decision personally purchases the public companys stock before the grant is publicly announced. A Foundation grant involves the funding of clinical trials for a potentially material product for a company whose stock is publicly traded. A Foundation employee advises a family member to purchase or sell the public companys stock upon learning the results (either good or bad) of the clinical trials, but before the announcement of the results is made to the public. POTENTIAL CONSEQUENCES OF INSIDER TRADING

C.

Engaging in insider trading may result in a range of significant consequences including: 1. Legal liability resulting in damages and substantial fines. In addition to being subjected to civil lawsuits by those shareholders who traded shares during the same period but did not have access to the same material information, an employee may face penalties that have become quite severe. Insider trading violations are subject to a fine of up to $5,000,000, disgorgement of any profit made or loss avoided, a penalty of up to three times the profit gained or loss avoided and a jail term of up to twenty years. 2. 3, Termination of employment. Disastrous personal consequences.

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