Conflict of Interest Policy

POLICY STATEMENT

RSC Insurance Brokerage, Inc. along with its subsidiaries and affiliates (“Risk Strategies”) is committed to providing its clients with unparalleled service in the insurance brokerage, risk management, and consulting arenas. Instilling confidence in, and maintaining open, trusting relationships with our clients is a top priority.

As is the case with other businesses of its size, caliber, and specialty, Risk Strategies provides a wide range of products and services to a wide range of clients. Acting as insurance intermediaries, Risk Strategies employees also provide services to or on behalf of insurers. As a result, circumstances may arise in which the interest of a client may conflict with our own interests or the interest of another client. Risk Strategies responsibly manages any actual, potential, or perceived conflicts of interest in accordance with the below.

CONFLICT IDENTIFICATION

Risk Strategies recognizes that a variety of conflict-of-interest situations may arise in the normal course of its business and applies standard mitigation approaches to address them. Our method of managing potential conflicts of interest depends on the type of conflict presented and, where non-standard conflicts arise, we may employ additional, specific mitigation techniques to address them.

1. Client vs. Client Conflicts
   
   Risk Strategies has a large and broad base of clients to which we provide an array of risk, insurance brokerage, and consulting services. Clients may find themselves in a position adverse to that taken by another one of our clients. Some clients may be direct competitors of each other or otherwise may have business interests that are contrary to that of another client. It is possible that during the time that we are representing a client, some of our present or future clients will have transactions or disputes with such client.
   
   
2. Company vs. Client Conflicts
   
   Company conflicts arise where our own corporate interests conflict with duties we have to our clients. These perceived conflicts of interest may arise where Risk Strategies is: (i) likely to achieve a financial gain (including earning additional compensation on an insurance placement) by placing business with an affiliated entity; (ii) has an interest (independent of the client’s interest) in the outcome of a transaction for which Risk Strategies is providing any service; or (iii) may otherwise benefit financially as a result of a client having a business relationship with a Risk Strategies affiliated entity (including avoidance of a financial loss by Risk Strategies or an affiliated entity).
   
   
3. Intra-Company Conflicts
   
   The Risk Strategies family of companies consists of many affiliated business entities and divisions, and conflicts may occasionally arise between them. These conflicts arise where one of Risk Strategies entities or divisions, or any individual employee thereof, may benefit at the expense of another Risk Strategies entity, division, or employee. Such conflicts may result in sub-optimal performance of the company overall, and potential negative impact to one or more clients.
   
   
4. Individual Conflicts
   Risk Strategies recognizes that situations may also occur in which employees’ private interests conflict with those of a client or with those of Risk Strategies as a whole. These situations may arise when an employee has a financial or other incentive to favor the interest of one client over the interests of another, where an employee has a personal interest in the outcome of particular transaction, which is distinct from the client’s interest, and where an employee may receive an inducement in relation to a service provided to a client from an outside party.

CONFLICT MITIGATION TECHNIQUES

Risk Strategies employs a number of standard techniques to mitigate and manage conflicts, based on the nature of the conflict. In most instances, our standard mitigation approach, which includes the formal structure of our business, the segregation of duties and teams to serve at-conflict clients and information segregation and confidentiality policies to safeguard against any misuse of client information, along with the disclosures contained in our General Terms of Business and this Conflicts of Interest Policy, are deemed sufficient to manage potential conflicts appropriately and without the need for additional notices or controls. However, there are certain instances where potential conflicts must be managed through additional mitigation steps.

Where heightened conflict situations arise, Risk Strategies employs additional management oversight and disclosure procedures where clients are provided with specifics around the potential or actual conflict along with the company’s proposed mitigation approach. In some instances, we may seek a client’s consent to continue pursuing a particular transaction or providing a particular service and may propose the use of a different Risk Strategies team or employee to handle a particular matter. In rare cases, we may conclude that our standard mitigation approaches do not provide us with enough confidence in our ability to service the independent interests of the involved parties. In such instances, we will consult with the impacted clients to the extent possible without compromising the confidentiality of any party involved and endeavor to identify an acceptable solution. If no such solution can be identified, we may be required to cease acting on behalf of one or more clients and refer them to alternate advisors.

As it relates to individual conflicts arising between our employees and the company or any of its clients, Risk Strategies has adopted a policy establishing procedures for how all employees must disclose and mitigate such situations so that both the clients’ and Risk Strategies’ interests remain protected.