About Standard & Poor’s Securities Evaluations, Inc.
Standard & Poor’s Securities Evaluations, Inc. (SPSE) is a part of S&P Capital IQ and a registered investment adviser with the United States Securities and Exchange Commission (SEC). SPSE’s advisory services include evaluated pricing and model valuation of fixed income securities, derivative valuations, and analyses of certain U.S. and European fixed income securities using its proprietary Risk-to-Price scoring methodology (together called valuations or valuation services). SPSE also is registered with the Kanto Financial Bureau in Japan as a non-discretionary investment adviser.
Valuations provided by SPSE and products containing valuations may not be available in all countries or jurisdictions, or they may be offered subject to restrictions and/or specific disclosures – see list below. Affiliates of SPSE distribute valuations in certain jurisdictions, as indicated in the list below. SPSE and S&P Capital IQ do not intend for valuations to be distributed or used in any jurisdiction where such distribution or use would be contrary to law or regulation or where SPSE would be subject to any registration requirement with which it has not already complied.
Users or potential users of any of SPSE’s valuations, including clients who subscribe to products and services offered by SPSE and/or S&P Capital IQ, should read and understand the following disclaimer.
No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor’s Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes.
S&P and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively, S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT’S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages.
Valuations are opinions and not statements of fact or recommendations to purchase, hold or sell any security or instrument, or to make any investment decisions. Valuations do not address the suitability of any security or instrument, and any securities, financial instruments or strategies mentioned by S&P Capital IQ or SPSE may not be suitable for all investors. When a security or instrument is denominated in a different currency than the currency of reference, changes in rates of exchange may have an adverse effect on the value, price or income of or from that security or instrument.
S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process.
S&P provides a wide range of services to, or relating to, many organizations, including issuers or underwriters of securities or obligors, investment advisers, broker-dealers, investment banks, other financial institutions and financial intermediaries. As a result, S&P may receive fees or other economic benefits from organizations whose securities or services it may recommend, analyze, rate, include in model portfolios, evaluate, price or otherwise address. In addition, SPSE may use information received from clients to prepare valuations or for other purposes.
Clients should take into account any legal, accounting, or other statutory or regulatory requirements applicable to their use of valuations. S&P does not provide legal, accounting or tax advice, and clients and potential clients of valuation services should consult with an attorney and/or a tax or accounting professional regarding any specific legal, tax or accounting provision(s) applicable to their particular situations and in the countries and jurisdictions where they do business.
SPSE has redistribution relationships that reflect evaluated pricing, derivative valuation and/or equity pricing services of other, unaffiliated firms with which SPSE (or an affiliate) has contracted to distribute to its client base. Pricing and data provided by these third-party firms are the responsibilities of those firms, and not SPSE, and are produced under those firms' methodologies and policies and procedures.
Restrictions and/or Additional Disclosures for Certain Jurisdictions
The following restrictions and additional disclosures are for SPSE’s valuations, including evaluated prices, model valuations, Risk-to-Price scores, and derivative valuations, including derivative valuations prepared directly by SPSE or by CMA NAVigate™.
For residents of Australia: SPSE’s valuation services are being provided by Standard & Poor’s Securities Evaluations, Inc. Australian Registered Body Number 136 795 018 (SPSE). SPSE is regulated by the United States Securities & Exchange Commission, under the laws of the United States which laws differ from the laws of Australia; and SPSE is exempt from the requirement to hold an Australian Financial Services license. SPSE’s valuation content is only provided to Australian wholesale client as defined in Chapter 7 of the Corporations Act 2001 (Australia) and such materials should be used only for internal purposes.
For residents of Brazil: This information and/or information available in SPSE’s valuation reports is not intended and should not be construed as any advice, recommendation or endorsement from SPSE as to any investment, legal, tax or other matter. No reference to any specific asset constitutes a recommendation to buy, sell or hold that asset or any other asset or any other course of action to be taken as to any investment.
For residents of Chile: A client who may be considered to be a “Consumer” as that term is defined under the Chilean Consumer Protection Law No. 19,496 of 1997 (the “Consumer Law”), may be subject to the applicable laws as set forth in the Consumer Law. SPSE will respect the terms, conditions and formalities to which the delivery of Service(s) to a Consumer have been agreed to under the terms and conditions of an official agreement or contract.
For residents of China: SPSE’s valuation services are not directed to residents in The People’s Republic of China nor does SPSE target investors there.
For residents of Colombia: This information and/or information available in SPSE’s valuation reports is not intended or should not be construed as constituting information delivery to the Colombian securities market under Colombian Law.
For residents of Hong Kong: SPSE’s valuation services are being provided by Standard and Poor’s Investment Advisory Services (HK) Ltd.
Residents of Hong Kong understand and agree that this information is not intended as an offer, promotion or solicitation for the purchase or sale of any security or other financial instrument. Any opinions expressed herein are given in good faith, and are subject to change without notice. Standard and Poor’s Investment Advisory Services (HK) Ltd directly and through its affiliates provides a wide range of services to, or relating to, many issuers and organizations and, accordingly, may receive fees or other economic benefits from those issuers and organizations whose securities they may recommend, rate, include in model portfolios, evaluate or otherwise address, including issuers and/or organizations included in this service.
For residents of India: This information and/or information available in SPSE’s valuation reports does not constitute recommendations to buy, sell or hold any security and therefore should not be construed as investment or other advice. You should consult your financial and legal advisers regarding the suitability of any of SPSE’s services and products. SPSE does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. SPSE is not responsible for any errors in transmission and has no financial liability whatsoever to the users of its valuation service. The information provided while offering SPSE’s valuation service is not intended for distribution or use in any jurisdiction where such distribution or use would be contrary to law or regulation or which would subject SPSE to any registration requirement within that jurisdiction. SPSE does not intend to utilize the valuation service to invite or carry out any business activities and no information provided while offering this service should be construed as an invitation to do or carry out any business with SPSE.
For residents of Israel: SPSE’s valuation content can only be used by investors listed in the First Schedule to the Securities Law, 1968 of Israel which is defined as one of one of the following:
• a mutual fund (joint investment trust fund) as defined in the Joint Investment Trust Law or a company managing such fund;
• a provident fund as defined in the Regulations of Financial Services (Provident Funds) Law 5765-2005, or a company that manages such provident funds;
• an insurer as defined in the Supervision of Insurance Business Law;
• a banking corporation licensed under the Banking Licensing Law or an Auxiliary Corporation (other than a joint services company) purchasing Notes for its own account or for the account of customers who are Exempt Investors;
• a portfolio manager as defined in Section 8(a) of Israeli Investment Advice Law, who purchased Notes for his own account or for the account of customers which qualify as Exempt Investors;
• an investment adviser, as defined in the Israeli Investment Advice Law; who is purchasing notes for his own account;
• a member of the Tel Aviv Stock Exchange purchasing Notes either for its own account or for customers which qualify as Exempt Investors;
• an underwriter qualified in accordance with Section 56(c) of the Securities Law who is purchasing Notes for its own account;
• a venture capital fund;
• a corporation engaged primarily in capital markets that is owned exclusively by Exempt Investors; or
• a corporation (other than a corporation incorporated for purchasing securities in a specific offer and whose equity exceeds 250 million new shekels).
For residents of Malaysia: SPSE’s valuation services are being provided by Standard & Poor’s Malaysia Sdn Bhd.
Residents of Malaysia understand and agree that this information is not intended as an offer, promotion or solicitation for the purchase or sale of any security or other financial instrument. Any opinions expressed herein are given in good faith, and are subject to change without notice. All queries in relation to the reports should be referred to Ahmad Halim or Ching Wah Tam.
For residents of Mexico: SPSE is not regulated or supervised by the Mexican National Banking and Securities Commission (CNBV). S&P has a licensed rating agency affiliate in Mexico (Standard & Poor’s, S.A. de C.V.), in respect of which S&P and SPSE maintain firewalls and seek to avoid conflicts of interest, pursuant to approved policies. S&P and SPSE will only provide its reports to Mexican qualified and institutional investors.
For residents of Singapore: SPSE’s valuation services are being provided by McGraw Hill Financial Singapore Pte. Ltd.
SPSE’s valuation content can only be used by the following institutions:
• a bank that is licensed under the Banking Act, Chapter 19 of Singapore;
• a merchant bank that is approved as a financial institution under Section 28 of the Monetary Authority of Singapore Act (“MAS”), Chapter 186 of Singapore;
• a finance company that is licensed under the Finance Companies Act, Chapter 108 of Singapore;
• a company or society registered under the Insurance Act, Chapter 142 of Singapore, as an insurer;
• a company registered under the Trust Companies Act, Chapter 336 of Singapore;
• the Singapore government;
• a statutory body established under any Singapore act;
• a pension fund or collective investment scheme;
• the holder of a capital markets services license for dealing in securities, fund management, providing custodial services for securities, real estate investment trust management, securities financing, or trading in futures contracts;
• a person (other than an individual) who carries on the business of dealing in bonds with accredited investors or expert investors;
• the trustee of such trust as the MAS may prescribe, when acting in that capacity; or
• such other person as the MAS may prescribe.
For residents of Turkey: Investment information, comments, and recommendations stated here and/or in any SPSE’s valuation report are not within the scope of investment advisory activity. Investment advisory services are provided in accordance with a contract of engagement on investment advisory concluded between brokerage houses, portfolio management companies, non-deposit banks and clients. Comments and recommendations stated here rely on the individual opinions of the persons providing these comments and recommendations. These opinions may not be appropriate to your financial status, risk and return preferences. For this reason, to make an investment decision by relying solely on the information stated herein may not provide the outcomes that fit your expectations.
For residents of the UNITED ARAB EMIRATES (“UAE”) (NON-DIFC ZONE)
Service subscribers acknowledge that the place and receipt of SPSE’s valuation services acceptance and execution of its Agreements is not within the UAE. SPSE’s valuation services are not intended to amount to an offer of securities within the meaning of DIFC law No. 12 of 2004 (The DIFC Markets Law) or the equivalent laws, rules and regulations made by The Central Bank of the UAE and the Emirates Securities and Commodities Authority or Financial Consultation within the meaning of the Emirates Securities and Commodities Authority Regulation of 2008 pertaining to Financial Consultation and Financial Analysis. Neither the Dubai Financial Services Authority, The Emirates Securities and Commodities Authority or The Central Bank of the UAE has reviewed or verified any of the information provided through the services, or has any responsibility for it. If you do not understand any of the contents of the services, you should contact a financial advisor.
For residents of UK: SPSE’s valuation services are being provided by McGraw-Hill Financial Research Europe Limited. SPSE’s valuation content can only be used by an investment professional, authorized by the FSA and is listed on the FSA's register.
The following disclosures are applicable to residents of the European Union:
The following individuals are part of analytical staffs that generate valuations for SPSE:
Evaluated pricing and derivative valuations: contact S&P Capital IQ’s Client Services Department via e-mail at email@example.com, or in the U.S. by calling (800) 596-5323, for a list of personnel.
Model valuations: James West
Risk-to-Price: Michael Thompson, Robert Keiser, William Charles Bassignani, Fabrice Jaudi, and Lisa Sanders.
CMA NAVigate™ derivative valuations: Gareth Moody.
SPSE’s valuation methodologies are available by contacting S&P Capital IQ’s Client Services Department via e-mail at firstname.lastname@example.org , or in the U.S. by calling (800) 596-5323.
Historical SPSE valuations for the past 12 months for each valuation service identified herein are available by contacting S&P Capital IQ’s Client Services Department via e-mail at email@example.com , or in the U.S. by calling (800) 596-5323.
General disclosure: SPSE’s valuation services are provided by SPSE. This information is not intended as an offer, promotion or solicitation for the purchase or sale of any security or other financial instrument nor should it be considered investment advice. Any opinions expressed herein are given in good faith, and are subject to change without notice. Standard & Poor’s directly and through its affiliates provides a wide range of services to, or relating to many issuers and organizations and accordingly, may receive fees or other economic benefits from those issuers and organizations whose securities they may recommend, rate, include in model portfolios, evaluate or otherwise address, including issuers and organizations included in this service.