January 27, 2017

Ms. Tammy L. Kennedy
Chief Counsel and
Designated Agency Ethics Official
U.S. Department of Veterans Affairs
Washington, D.C. 20420
Dear Ms. Kennedy,
The purpose of this letter is to describe the steps that I will take to avoid any
actual or apparent conflict of interest in the event that I am confirmed for the position of
Secretary of the U.S. Department of Veterans Affairs.
As required by 18 U.S.C. § 208(a), I will not participate personally and
substantially in any particular matter in which I know that I have a financial interest
directly and predictably affected by the matter, or in which I know that a person whose
interests are imputed to me has a financial interest directly and predictably affected by
the matter, unless I first obtain a written waiver, pursuant to 18 U.S.C. § 208(b)(1 ), or
qualify for a regulatory exemption, pursuant to 18 U.S.C. § 208(b)(2). I understand that
the interests of the following persons are imputed to me: any spouse or minor child of
mine; any general partner of a partnership in which I am a limited or general partner;
any organization in which I serve as officer, director, trustee, general partner or
employee; and any person or organization with which I am negotiating or have an
arrangement concerning prospective employment.
I received a severance payment from Atlantic Health System on July 2, 2015.
Until July 3, 2017, I will not participate personally and substantially in any particular
matter involving specific parties in which I know Atlantic Health System, or its hospitals,
is a party or represents a party, unless I first receive a written waiver pursuant to
5 C.F.R. § 2635.503(c).
My spouse owns a medical practice, Merle Bari MD and Associates Inc. I will not
participate personally and substantially in any particular matter that to my knowledge
has a direct and predictable effect on the financial interests of Merle Bari MD and
Associates Inc., unless I first obtain a written waiver pursuant to 18 U.S.C. § 208(b)(1).
I have been advised that the duties of the position of Secretary may involve
particular matters affecting the financial interests of the following entities: lmaCor, Inc.,
Control Rad Inc., SpectraMD, Inc., and Electrocore, Inc. The Department has
determined that it is not necessary at this time for me to divest my interests in these
entities because the likelihood that my duties will involve any such matter is remote.
Accordingly, with regard to each of these entities, I will not participate personally and

 Ms. Tammy Kennedy
Page 2
substantially in any particular matter that to my knowledge has a direct and predictable
effect on the financial interests of the entity for as long as I own it, unless I first obtain a
written waiver, pursuant to 18 U.S.C. § 208(b)(1 ), or qualify for a regulatory exemption,
pursuant to 18 U.S.C. § 208(b)(2).
I have an agreement with Hutchinson Biofilm Medical Solutions Ltd. that entitles
me to receive a grant of stock options from the company if, at any time in the future , the
company issues stock options. I will not participate personally and substantially in any
particular matter that to my knowledge has a direct and predictable effect on the
financial interests of Hutchinson Biofilm Medical Solutions Ltd ., unless I first obtain a
written waiver, pursuant to 18 U.S.C. § 208(b)(1 ), or qualify for a regulatory exemption,
pursuant to 18 U.S.C. § 208(b)(2).
I will divest my interests in the following entities within 90 days of my
confirmation: Amazon, Bank of America, Citigroup Inc., JP Morgan Chase, Morgan
Stanley, Wells Fargo, and M&T Bank Corp. With regard to each of these entities, I will
not participate personally and substantially in any particular matter that to my
knowledge has a direct and predictable effect on the financial interests of the entity until
I have divested it, unless I first obtain a written waiver, pursuant to 18 U.S.C.
§ 208(b)(1), or qualify for a regulatory exemption, pursuant to 18 U.S.C. § 208(b)(2).
I understand that I may be eligible to request a Certificate of Divestiture for
qualifying assets and that a Certificate of Divestiture is effective only if obtained prior to
divestiture. Regardless of whether I receive a Certificate of Divestiture, I will ensure that
all divestitures discussed in this agreement occur within the agreed upon timeframes
and that all proceeds are invested in non-conflicting assets.
I have been advised that this ethics agreement will be posted publicly, consistent
with 5 U.S.C. § 552, on the website of the U.S. Office of Government Ethics with ethics
agreements of other Presidential nominees who file public financial disclosure reports.

Sincerely,

David Shulkin