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EXHIBIT E

CONFLICTS OF INTEREST MITIGATION

The following explains and memorializes certain conflicts of interest mitigation controls the 

Financial Agent shall implement and monitor during the term of the Financial Agency 

Agreement (“FAA”), including those for its parent, subsidiaries, affiliates, and named 

contractors approved in writing from the Treasury (collectively, and for the purpose of this 

Exhibit E, the “Financial Agent Group”). The conflicts of interest mitigation controls are based 

on the Financial Agent’s role under this FAA, including the services set forth in Exhibit A of this 

FAA. To the extent the FAA, including Exhibit A, is amended, this Exhibit E shall be reviewed 

to ensure that it appropriately identifies and mitigates conflicts of interest. For the purpose of 

this Exhibit E, an applicant for a loan or a payroll assistance payment under Sections 4003 and 

4112 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and assigned to 

the Financial Agent by the Treasury shall be considered an “Assigned Entity.”

Conflicts of Interest

The following have been identified as actual or potential conflicts of interest associated with the 

Financial Agent providing services under this FAA to the Treasury in support of the CARES 

Act:

1. The Financial Agent Group may provide investment banking, strategic advisory, due 

diligence or other business services to an Assigned Entity. Because the Financial Agent will 

be responsible for evaluating the finances of the Assigned Entity and the terms of financial 

instruments that may be received by the Treasury as compensation from the Assigned Entity, 

there exists a potential conflict of interest between the Financial Agent’s duty to the Treasury 

and its duty to its other clients.

2. The Financial Agent Group may provide strategic advisory or due diligence services to other 

clients with current or prospective financial interests in an Assigned Entity. Because the 

Financial Agent Group may have knowledge of the Treasury’s plans, and access to material 

nonpublic information, regarding the terms and conditions for loans or payroll assistance 

payments, and any associated financial instruments, for the Assigned Entity, there exists a 

potential conflict of interest between the Financial Agent’s duty to the Treasury and its duty 

to its other clients.

3. The Financial Agent Group may provide strategic advisory or due diligence services on 

behalf of or related to direct competitors of an Assigned Entity. Because the Financial Agent 

Group may have knowledge of the Treasury’s plans, and access to material nonpublic 

information, regarding the terms and conditions for loans or payroll assistance payments, and 

any associated financial instruments, for the Assigned Entity, there exists a potential conflict 

of interest between the Financial Agent’s duty to the Treasury and its duty to its other clients.

4. Individuals employed by or associated with the Financial Agent Group may own, on behalf 

of their personal accounts, securities issued by, or another financial interest in, an Assigned 
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Entity. Because these individuals may have knowledge of the Treasury’s plans, and access to 

material nonpublic information, regarding the terms and conditions for loans or payroll 

assistance payments, and any associated financial instruments, for the Assigned Entity, there 

exists a potential conflict of interest between their duty to represent the interests of the 

Treasury and their desire to represent their own interests that could impair the individuals’ 

objectivity.

Mitigation Plans

To address the conflicts of interest identified above, the Financial Agent agrees to implement the 

following conflict of interest mitigation plans and controls. The Financial Agent owes a 

fiduciary duty to the United States as set forth in Section 5 of this FAA. 

Conflict of Interest #1: An Assigned Entity is a Client of the Financial Agent Group

The Financial Agent Group may provide revenue-generating business services, including 

investment banking, strategic advisory, due diligence, or other business services (collectively, 

“Other Services”). To address such actual or potential conflicts of interests, the Financial Agent 

agrees to implement a structure that ensures that the Financial Agent does not unduly favor the 

interests of its other clients over those of the Treasury.

Identification of Existing Other Services. The Financial Agent agrees to notify the Treasury if 

the Financial Agent Group provides Other Services to an Assigned Entity. As part of such 

notification, the Financial Agent shall disclose to the Treasury the percentage of its total revenue 

over the previous 12 months received for performing such Other Services. The Financial Agent 

shall mitigate any potential conflicts of interest by ensuring that, so long as the Financial Agent 

Group performs services under this FAA for an Assigned Entity, no “Key Individuals,” as 

defined in this section, performing services under this FAA participate in the performance of 

Other Services for the Assigned Entity. For purposes of this FAA, a Key Individual is an 

individual who participates personally and substantially in evaluating an Assigned Entity and 

rendering analysis and advice to the Treasury.

Limitation on Entering into Agreements to Perform Other Services. The Financial Agent Group 

agrees to refrain from entering into an engagement to perform any new Other Services for an 

Assigned Entity during the term of this FAA without express approval from the Treasury. 

Conflict of Interest #2: Advisory Services on Behalf of Clients with Regard to an Assigned 

Entity 

To address the concern that the Financial Agent Group may provide strategic advisory or due 

diligence services to other clients regarding current or prospective financial interests in an 

Assigned Entity, the Financial Agent Group agrees to refrain from entering into an engagement 

to perform any such advisory or due diligence services on behalf of a client during the term of 

this FAA without express approval from the Treasury. 

Conflict of Interest #3: Advisory Services on Behalf of or Related to Identified 
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Competitors of an Assigned Entity

To address the concern that the Financial Agent Group may provide strategic advisory or due 

diligence services to direct competitors of an Assigned Entity, identified by either the Financial 

Agent or the Treasury, (“Identified Competitors”), the Financial Agent Group agrees to refrain 

from entering into an engagement to perform any such advisory or due diligence services on 

behalf of Identified Competitors, or on behalf of clients with an interest in acquiring a controlling 

equity interest in or entering into a joint venture (it being understood that a minority interest in 

and of itself shall not be deemed to be a joint venture) with an Identified Competitor, during the 

term of this FAA without express approval from the Treasury.

Conflict of Interest #4: Personal Conflicts of Interest

To address concerns about the objectivity of individuals performing services for the Treasury 

who may own, on behalf of personal accounts, securities issued by an Assigned Entity, the 

Financial Agent agrees that all personnel responsible for providing services under this FAA shall 

be subject to the Financial Agent’s code(s) of conduct, personal securities trading policy(ies),

and/or guidelines on personal conflicts of interest (Code of Conduct). Requirements for such 

Code of Conduct are set forth in the following section, entitled “Conflicts of Interest Mitigation 

Controls.” 

Personal Trading Restrictions. During the term of this FAA, trading or investment activities in 

the securities of an Assigned Entity are prohibited for Key Individuals and their “Related 

Persons,” as defined in this section. Related Persons include an employee’s spouse or domestic 

partner, minor children, anyone else living in their household, partnerships in which they are a 

general partner, and corporations in which they are a controlling shareholder, trusts of which 

they are a trustee, and estates of which they are an executor. The Financial Agent’s compliance 

office shall ensure that all reasonable steps to prohibit such investment activities are taken, 

including by enforcement of the Financial Agent’s Code of Conduct. 

Conflicts of Interest Mitigation Controls

The Financial Agent shall comply with and implement the following general conflicts of interest 

mitigation controls.

Restrictions Regarding Material Nonpublic Information. While providing services under this 

FAA, some individuals within the Financial Agent Group may have access to material nonpublic 

information, such as knowledge of the Treasury’s plans regarding the terms and conditions for 

loans or payroll assistance payments, and any associated financial instruments. Information is 

“material” if there is a substantial likelihood that a reasonable person would consider the 

information important in making an investment decision (e.g., if the disclosure of the information 

would positively or negatively affect the market price of a security or obligation). Individuals in 

possession of nonpublic information obtained or developed pursuant to this FAA shall not act, or 

cause others to act, on such information, except in performance of this FAA.

Identification and Control of Restricted Persons. When an individual is in possession of material 
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nonpublic information obtained or developed pursuant to this FAA, the individual shall be 

considered a “Restricted Person” hereunder. The Financial Agent’s compliance office shall 

maintain a list of all Restricted Persons, including each individual’s name, title, business group,

date they became Restricted Persons, and date of removal from the Restricted Person list. While 

in possession of material nonpublic information, Restricted Persons shall be considered behind 

the “ethical wall,” and are subject to the transaction restrictions specified below.

Use of Securities Watch List. When an individual associated with the Financial Agent is in 

possession of material nonpublic information obtained or developed pursuant to this FAA 

regarding a publicly-traded Assigned Entity, the securities of the Assigned Entity shall be placed 

on the Financial Agent’s “Securities Watch List” and be subject to enhanced compliance review 

as specified in the Financial Agent’s insider trading policy. The individuals in possession of the 

material nonpublic information, including all Key Individuals and Restricted Persons, shall be 

prohibited from transacting in such securities, on behalf of either organizational or personal 

accounts, except in performance of this FAA. The Financial Agent’s compliance office shall 

employ regular testing to determine compliance with the Financial Agent’s insider trading 

policy. Without limitation, the compliance office shall identify non-compliant transactions and 

take appropriate corrective action.

Information Barrier Policies. Nonpublic information related to the services under the FAA shall 

be shared only on a need-to-know basis. The Financial Agent Group shall maintain information 

barrier policies and controls that are designed to restrict the dissemination, availability, and 

sharing of nonpublic information, including but not limited to material nonpublic information. 

Consistent with Section 11 of this FAA, “Conflicts of Interest Mitigation and Information 

Barriers,” the Financial Agent Group shall enforce, maintain, and monitor existing information 

barrier policies within the firm and with its affiliates to prevent the dissemination, availability 

and sharing of nonpublic information, including but not limited to material nonpublic 

information.

Controls over IT and Paper Files Related to Nonpublic Information. The Financial Agent’s 

management, performance, and accounting systems shall restrict nonpublic information access 

only to those individuals who have a need to know such information. Paper files that include 

nonpublic information will also be appropriately segregated and controlled so as to avoid 

inappropriate access by unauthorized individuals. Any information technology systems, record 

systems, and storage systems and devices used by the Financial Agent Group in the performance 

of services under this FAA that may contain nonpublic information shall have appropriate 

administrative, technological, and/or physical security controls to help ensure that access to such 

information is limited to those individuals who have a need to know such information.

Prohibition on Certain Interactions with Affiliates. The Financial Agent shall not provide advice 

to its affiliates regarding an Assigned Entity during the term of this FAA, unless specifically 

authorized by the Treasury in writing.

Code of Conduct. The Financial Agent shall maintain a Code of Conduct that sets out principles 

designed to guide employees and named contractors in the course of their business activities. All 

employees and named contractors of the Financial Agent shall be required to periodically 
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acknowledge that they are familiar with and abide by the Code of Conduct. At a minimum, the 

Code of Conduct must provide for the following:

• The Code of Conduct must require all employees and named contractors to hold as 

strictly confidential client information, to include all nonpublic information obtained or 

developed pursuant to this FAA, and to know and comply with all company policies, 

procedures, laws, and regulations that are applicable to their job duties. 

• The Code of Conduct must establish rules requiring a Key Individual to disclose any 

material assets held for investment by the Key Individual.

• Unless an investment is exempt from prior notification, the Code of Conduct must require 

that any investments by such Key Individuals must be pre-cleared by the Financial 

Agent’s compliance office and be subject to appropriate trading restrictions.

• The Code of Conduct must include minimum requirements for pre-clearance of certain 

personal securities transactions and regular reporting of security holdings and personal 

securities transaction activity. 

Training. All Key Individuals associated with the Financial Agent Group performing services 

under this FAA shall be required to receive compliance training that shall advise each individual 

of their obligations and requirements under this FAA including its exhibits.

Monitoring / Compliance. The Financial Agent shall monitor the Financial Agent’s conflicts of 

interest mitigation plans and controls set forth in this Exhibit E. The Financial Agent shall 

document such internal oversight and, upon request of the Treasury, provide a report on the 

effectiveness of the Financial Agent’s mitigation controls in ensuring compliance with all 

requirements of this FAA.

Incident Reporting. Anyone performing services under this FAA shall be required to promptly 

report any breaches or violations of the conflicts of interest mitigation controls or other 

requirements of this FAA to the Financial Agent’s compliance officer. A description of the 

incident shall be documented in an incident report and promptly provided to the Treasury. 

Prohibition on Acceptance and Solicitation of Gifts. Neither the Financial Agent Group nor any 

Key Individual shall accept or solicit favors, gifts, or other items of monetary value from any 

individual or entity whom the Financial Agent Group or the Key Individual knows is seeking 

official action from the Treasury in connection with the services performed under this FAA or 

has interests which may be substantially affected by the performance or nonperformance of 

duties to the Treasury in carrying out services under this FAA.

Limitations on Communications with Employees of the Treasury. During the term of this FAA, 

the Financial Agent Group shall not directly or indirectly make any offer or promise of future 

employment or business opportunity to, or engage directly or indirectly in any discussion of 

future employment or business opportunity with, any Treasury employee with personal or direct 

responsibilities related to this FAA. The Financial Agent Group shall not offer, give, or promise 

to offer or give, directly or indirectly, any money, gratuity, or other thing of value to any 

employee of the Treasury, except as permitted by Government-Wide Ethics Rules, 5 C.F.R. Part 

2635. The Financial Agent Group shall not solicit or obtain from any Treasury employee, 
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directly or indirectly, any information that is not public and was prepared for use by the Treasury 

for the purpose of evaluating a bid, proposal, or offer to enter into any service agreement or 

procurement contract. 

Certifications. The Financial Agent shall submit a certification to the Treasury, on behalf of the 

Financial Agent Group, that to the best of its knowledge and belief, as of the effective date of the 

FAA: 

• It has no organizational conflicts of interest except to the extent already described in this 

Exhibit E; 

• All Key Individuals performing services under this FAA have no personal conflicts of 

interest, or are subject to a mitigation or waiver plan approved by the Treasury; and

• All Key Individuals providing services under this FAA and each employee of the Financial 

Agent and all affiliate and named contractor personnel to whom nonpublic information is or 

may be disclosed understand their obligations under this FAA.

Subsequent Notification. Subsequent to the certification required in the immediately preceding 

section, the Financial Agent has a continuing obligation to search for and to report any other 

potential organizational or personal conflicts of interest. The Financial Agent shall notify the 

Treasury in writing as soon as practicable, and in no instance later than two (2) business days, 

after learning of any new or expanded conflicts of interest that arise during the term of this FAA. 

The disclosure shall describe the steps the Financial Agent has taken or proposes to take to 

mitigate the potential conflict or request a waiver from the Treasury.

Reviews. The Treasury, on its own behalf or through an entity contracted by the Treasury, may 

conduct an ad hoc review of the compliance of the Financial Agent with all conflicts of interest 

and confidentiality obligations and responsibilities set forth in this FAA. Additional reviews 

may be conducted by oversight bodies with explicit authority over the CARES Act including the 

Special Inspector General for Pandemic Recovery, the Congressional Oversight Commission, the 

U.S. Government Accountability Office, and the Department of the Treasury Office of Inspector 

General. The Financial Agent shall cooperate fully with the Treasury or its designated 

representative and provide it with any and all such information (in whatever form) requested to 

perform such a review.

AMENDMENT #1 

To the 

FINANCIAL AGENCY AGREEMENT 

for 

INDEPENDENT FINANCIAL ADVICE 

on programs for 

BUSINESSES CRITICAL TO MAINTAINING NATIONAL SECURITY 

under the 

CORONAVIRUS AID, RELIEF, AND ECONOMIC STABILITY ACT 

The Financial Agency Agreement (FAA) with an effective date of April 1, 2020, by and 

between the U.S. Department of the Treasury (Treasury), and Perella Weinberg Partners LP 

(Financial Agent), is amended as follows effective August 28, 2020. 

Modify Section 2 Term, sub-section B, to revise the number of cumulative 1-month 

extensions from:

“4” cumulative 1-month extensions to “7” cumulative 1-month extensions. 

In witness whereof, the Treasury and the Financial Agent by their duly authorized officials 

hereby execute and deliver this Financial Agent Agreement as of the Effective Date.

Department of the Treasury

Gregory J. Till Date

Deputy Assistant Secretary

Fiscal Operations and Policy 

Financial Agent

Peter Weinberg Date

Partner and Chief Executive Officer

August 28, 2020