INTRODUCTION

In December 2004, the International Organization of Securities Commissions (IOSCO), which consists of securities regulators and stock exchanges from more than 100 countries and areas, released its “Code of Conduct Fundamentals for Credit Rating Agencies. (“IOSCO Code Fundamentals”). Initially published in December 2004 and subsequently revised in May 2008, the IOSCO Code is a framework of practical measures designed to improve investor protection and the fairness, efficiency and transparency of the securities markets and to reduce systemic risk.

Agusto & Co’s Code of Conduct (“the Code”), which substantially follows the IOSCO Code structure reflects its adherence to IOSCO Code Fundamentals and incorporates as appropriate, additional practices that meet regulatory requirements or reflect best practices. Agusto & Co’s Code of Conduct is a summary of an extensive range of policies, procedures and internal controls that have been adopted to ensure the objectivity and integrity of its ratings, and the transparency of its operations.

Agusto & Co. is committed to providing high-quality, objective, timely, independent, and rigorous analytical credit opinions. In order to achieve our objectives, Agusto & Co strives for analytic excellence at all times, evaluates its rating criteria, methodologies and procedures on a regular basis, and modifies or enhances them as necessary to respond to the needs of the markets.

Agusto & Co. expects all of its employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities and to comply with all applicable laws, rules and regulations, and all policies and procedures adopted by Agusto & Co, that govern the conduct of Agusto & Co. employees. Each employee is personally responsible for maintaining the highest levels of integrity to preserve the trust and confidence of investors.

Agusto & Co. endeavours to conduct the rating and surveillance processes in a manner that is transparent and credible and that also ensures that the integrity and independence of such processes are not compromised by conflicts of interest, abuse of confidential information or other undue influences.

In order to disclose the Code to the public, this Code is available without charge to the public on Agusto & Co’s website, www.agusto.com. However, by adopting and publishing this Code, Agusto & Co does not assume any responsibility or liability to any pay arising out of or relating to this Code or the underlying policies, procedures and internal controls. The Code does not form a contract of any kind with any party and no third party shall have any right (contractual or otherwise) to enforce any of this Code’s provisions, either directly or indirectly. Agusto & Co may, in its sole discretion, amend this Code at any time.

Agusto & Co expects all its employees to comply with this Code and the related policies, procedures and guidelines. Failure to comply with this Code and the related policies, procedures and guidelines may result in disciplinary action, up to and including termination of employment.

 

A. WHAT ARE RATINGS?

Agusto & Co’s Ratings are current opinions on the creditworthiness of issuers or issues, based on quantitative and qualitative analysis of information furnished Agusto & Co. by the issuer or its agents and from other sources it considers reliable. Agusto & Co. relies on the issuer, its accountants, lawyers, advisors, and other experts for the accuracy, completeness, and timeliness of the information submitted in connection with the rating and surveillance processes.

Agusto & Co is not obligated to perform any due diligence or independent verification of any information submitted to her in connection with the rating and surveillance processes. Agusto & Co. does not perform an audit and does not undertake to verify the completeness or accuracy of the information submitted it. Ratings are not verifiable statements of fact. The assignment of a rating to an issuer or an issue by Agusto & Co should not be viewed as a guarantee of the accuracy, completeness, or timeliness of the information relied on in connection with the rating or the results obtained from the use of such information. Agusto & Co’s Ratings are subject to ongoing review or surveillance and may be suspended or withdrawn at any time.

An Agusto & Co Rating is not an equity opinion and therefore does not assess the ability of an obligor to create value for its shareholders. Ratings do not constitute investment, financial or other advice and are not recommendations to purchase, hold or sell a particular security or to make any other investment decision. Agusto & Co. does not act as an investment, financial, or other advisor to, and does not have a fiduciary relationship with, an issuer, investor, or any other person.

 

1 QUALITY AND INTEGRITY OF THE RATING PROCESS

A. QUALITY OF THE RATING PROCESS

a) Agusto & Co Ratings are our opinions on the creditworthiness of issuers or issues. Ratings do not provide a guarantee of future performance of the rated entity or instrument.

b) All Agusto & Co Ratings shall be based on a thorough analysis of all information known to Agusto & Co, and believed to be relevant to its analysis according to our established criteria and methodology.

c) Agusto & Co shall use rating methodologies and criteria that are rigorous, systematic and where possible, result in ratings that can be subject to some form of objective validation based on historical experience.

d) In assessing the creditworthiness of an issue, the rating analysis and any rating action shall be based upon criteria and methodologies established by Agusto & Co. Analysts shall apply a given criteria or methodology in a consistent manner as determined by Agusto & Co.

e) Ratings shall be assigned by a rating committee comprising competent and experienced professionals and not by any individual Analyst employed by Agusto & Co. The members of the rating committee shall have appropriate knowledge and experience in developing a rating opinion for the type of rating being considered. Agusto & Co shall have no obligation to verify audit information provided to it from any source or to conduct any investigation or review, or to take any other action, to obtain any information that the rated entity has not otherwise provided to Agusto & Co.

f) Agusto & Co shall maintain internal records to support its credit opinions for a reasonable length of time.

g) Agusto & Co shall take steps to avoid issuing any credit analyses or reports that knowingly contain misrepresentation or are otherwise misleading as to the general credit worthiness of an issuer or issue.

h) Agusto & Co shall ensure it has and devotes sufficient resources to perform credible credit assessments for all issues and issuers it rates. When deciding whether to rate or continue rating an obligation or issuer, Agusto & Co shall assess whether it is able to devote sufficient personnel with sufficient skills set to make a credit assessment, and whether its Analyst will have sufficient information needed in order to make such an assessment. Although Agusto & Co undertakes no duty to audit or otherwise verify information it receives, Agusto & Co shall adopt reasonable measures so that the information it uses in assigning a rating is of sufficient quality to support a credible rating. 

i) Agusto & Co shall endeavour to structure its rating teams of Analyst in a manner that promotes continuity and the high quality and integrity of the rating process.

B. MONITORING AND UPDATING

a) Agusto & Co shall allocate adequate personnel and financial resources to monitoring and updating its ratings. Once a rating is concluded, Agusto & Co shall monitor on an going basis and update the rating by:
• Regularly reviewing the obligor’s creditworthiness.
• Initiating a review of the rating upon becoming aware of any information that might reasonably be expected to result in a rating action (including withdrawal of a rating), consistent with the relevant criteria and methodologies; and
• Updating on a timely basis the rating, as appropriate, based on the results of such review.

b) Where appropriate, subsequent monitoring shall incorporate all cumulative experience obtained. Changes in ratings criteria and assumptions shall be applied where appropriate to both initial ratings and subsequent ratings.

c) In cases where Agusto & Co uses separate analytical teams for determining initial ratings and for subsequent monitoring of structured finance product, each team shall have the requisite expertise and resources to perform its respective functions in a timely manner at any time for any reason.

d) Agusto & Co reserves the right to withdraw any rating at any time for any reason including withdrawal, without notice, if the rating committee concludes that Agusto & Co lacks sufficient information to maintain the rating or that any information provided to Agusto & Co is unreliable.

e) Where Agusto & Co makes its ratings available to the public, Agusto & Co shall publicly announce if it withdraws a rating of an issuer or an issue. Where ratings are circulated to its subscribers, Agusto & Co shall announce to its subscribers if it withdraws a rating of an issuer or issue. In both cases, any publication by Agusto & Co of the withdrawn rating shall indicate that the ratings were withdrawn and also indicate the rating of the issuer or issue immediately preceding the withdrawal.

C. INTEGRITY OF THE RATING PROCESS

a) Agusto & Co. and its employees shall deal fairly and honestly with issuers, investors, other market participants and the public.

b) Agusto & Co Analysts shall be held to high standards of integrity and Agusto & Co shall not employ individuals where there is evidence that they have compromised integrity.

c) Agusto & Co and its Analysts shall not, either implicitly or explicitly, give any assurance or guarantee of a particular rating prior to the determination of the rating by the Rating Committee.

d) Agusto & Co Analysts are prohibited from making proposals or recommendations regarding the design of structured finance products that it rates. In assessing the credit risk of a structured finance transaction, Analysts may properly hold a series of discussions with an issuer or its agents in order to (i) understand and incorporate into their analysis the particular facts and features of the structured transaction, and any modification, as proposed by the issuer or its agents, and (ii) explain to the issuer and its agents the credit implication of Agusto & Co’s methodologies as applied to the issuers proposed facts and features.

e) The Chief Executive Officer (CEO) shall oversee compliance with this Code, the policies referred to herein and all applicable laws and regulations. In fulfilling this role, the CEO shall be assisted by the Executive Directors, Managers and Head of Human Resources.

f) Employees are expected to report to the CEO, ED’s, Managers or Head of Human Resources, the activities about which they have knowledge that a reasonable person would question as a potential violation of this Code, related policies, procedures and guidelines and any applicable laws. Where such a report is received, appropriate action shall be taken as deemed applicable. Agusto & Co prohibits any form of retaliation against an employee who in good faith reports such conduct or who in good faith assists in the investigation of such conduct.


2 INDEPENDENCE AND AVOIDANCE CONFLICTS OF INTEREST

A. GENERAL

a) Agusto & Co will not forbear or refrain from taking a rating action based on the potential effect (economic, political or otherwise) of the action on Agusto, an issuer, an investor or other market participant.

b) Agusto & Co and its Analysts shall use care and professional judgment to maintain both the reality and appearance of independence and objectivity. All personnel are required to conduct themselves at all times in accordance with high professional standards and in a manner that will reflect favourably on Agusto & Co.
c) The determination of a rating shall be influenced only by factors known to the relevant rating committee and believed by it to be relevant to such ratings.

d) The ratings Agusto & Co assigns to an Issuer or obligation are not affected by the existence of or potential for a business relationship between Agusto & Co and the Issuer or any other parties, or the non-existence of such a relationship.

e) Agusto & Co shall confirm that Ancillary Business operations that do not necessarily present conflicts of interest with Ratings Business have in place procedures and mechanisms designed to minimize the likelihood that conflicts of interest will arise.

B. PROCEDURES AND POLICIES

a) Agusto & Co shall adopt written internal policies and mechanisms to (i) identify and (ii) eliminate, or manage and disclose, as appropriate, any actual or potential conflicts of interest that may influence the opinions and analyses Agusto & Co makes or the judgment and analyses of Analysts or Rating Committee member.

b) Agusto & Co’s disclosures of known actual and potential conflicts of interest shall be timely, clear, concise, specific and prominent.

c) Agusto & Co shall make every effort to manage the potential conflicts arising from the payment of fees by issuers and ensure that Agusto & Co’s receipt of fees from issuers does not impair the independence, objectivity or integrity of its ratings and rating action. Agusto & Co shall maintain a fee schedule and make it available to all issuers and their agents provided, however, that Agusto & Co reserves the right to periodically revise such fee schedule without prior notice.

d) Agusto & Co prohibits its employees from engaging in any Securities trading presenting actual conflicts of interest with rating activities.

C. ANALYST AND EMPLOYEE INDEPENDENCE

a) Reporting lines for Agusto & Co employees and their compensation arrangements are structured to eliminate or manage actual and potential conflicts of interest. Agusto & Co Analysts shall not be compensated or evaluated on the basis of the amount of revenue that Agusto & Co derives from issuers or issues that the Analyst rate or regularly interacts.

b) No Analyst shall participate in or otherwise influence the determination of a rating in a committee for any particular issuer or issue if the employee:

a. Has in the preceding one year period had employment or other significant business relationship with the rated entity that may cause or may be perceived as causing a conflict of interest.
b. Has an immediate relation (i.e. spouse, parent, child, sibling) who currently works for rated entity or
c. Has, or has had any other relationship with the rated entity or any affiliate thereof that may cause or may be perceived as causing a conflict of interest.

c) Analysts and anyone involved in the rating process shall not buy or sell or engage in any transaction in any security based on a security issued, guaranteed, or otherwise supported by any entity within such Analyst’s area of primary analytical responsibility.

d) Employees are prohibited from soliciting money, gifts, or favours from anyone with whom Agusto & Co. does business and are prohibited from accepting gifts offered in the form of cash or any gifts exceeding a minimal monetary value.

e) Any Agusto & Co analyst who becomes involved in any personal relationship that creates the potential for any real or apparent conflict of interest (including, for example, any personal relationship with an employee of a rated entity or agent of such entity within his or her area of analytical responsibility) shall, subject to applicable law, disclose such relationship to the appropriate manager or officer of Agusto & Co.

3 RESPONSIBILITIES TO THE INVESTING PUBLIC AND ISSUERS

A. TRANSPARENCY AND TIMELINESS OF RATINGS DISCLOSURE

a) Except for "private ratings" provided only to a requesting entity, Agusto & Co shall announce to the public in a timely manner its ratings decisions regarding the entities and securities it rates. Agusto & Co. shall indicate with each of its ratings when the rating was last updated.

b) Agusto & Co shall disclose to the public, on a non-selective basis and free of charge, all ratings regarding publicly issued securities, as well as all subsequent decisions to withdraw a rating where such a rating is published, and if a rating action is based in whole or in part on material non-public information.

c) Agusto & Co shall make available for public ratings the date of the most recent upgrade, downgrade, for issues and issuers. Each announcement, if any, of a Rating Action shall also indicate that Ratings Services’ rating criteria are generally available without charge to the public on the Agusto & Co’s public Web site, www.agusto.com 

d) Agusto & Co shall maintain its website so that users can determine when a rating was last updated.

e) Agusto & Co shall publish sufficient information about its procedures, methodologies, and assumptions (including financial statement adjustments that deviate materially from those contained in an issuer's published financial statements), so that outside parties may understand how a rating was arrived at by Agusto & Co. This information shall include (but is not limited to) the meaning of each rating category, and the time horizon Agusto & Co used when making a rating decision. When issuing or revising a rating, Agusto & Co shall explain in its press release and reports the key elements underlying the rating opinion.

f) Agusto & Co shall base its rating analyses and rating decisions, which are Agusto & Co’s opinions, upon Agusto & Co’s established criteria, methodologies and ratings definitions, applied in a consistent manner. All rating criteria and methodologies shall be available on Agusto & Co’s free public website, www.agusto.com. Agusto & Co’s criteria, methodologies and ratings definitions shall identify the specific factors that it considers during the rating and surveillance processes.

g) Agusto & Co shall clearly indicate the attributes and limitations of each rating and that Agusto & Co does not verify information provided to it by the issuer or originator of a rated security.

h) When Agusto & Co publishes a rating, or takes any other rating action with respect to a published rating, Agusto & Co shall explain in the rating reports the elements the rating committee found key to such rating or rating action, subject to any applicable laws with respect to the disclosure of confidential information and any restrictions imposed by applicable confidentiality agreements. 
B. THE TREATMENT OF CONFIDENTIAL INFORMATION

a) Agusto & Co and its employees shall protect the confidentiality of Confidential Information communicated to them by an issuer or its agents. Unless otherwise permitted by an agreement with the issuer, Agusto & Co and its employees shall refrain from disclosing Confidential Information in press releases; through research conferences; and conversations with investors, other issuers, or any other persons. Notwithstanding the foregoing, Agusto & Co shall not be restricted from publishing any Rating Action or other opinion regarding a particular issuer or issue that incorporates Confidential Information without specifically disclosing it.

b) Agusto & Co shall use Confidential Information only for purposes related to its rating activities or otherwise in accordance with any confidentiality agreements with the issuer.

c) Employees shall take all reasonable measures to protect all property and records belonging to or in possession of Ratings Services from fraud, theft, or misuse.

d) Employees shall not engage in transactions in Securities when they possess Confidential Information concerning the issuer of such Security.

e) Agusto & Co employees shall not selectively disclose any non-public information about rating opinions or possible future rating actions of Agusto & Co, except to an entity requesting a rating or its designated agents.

f) Agusto & Co employees shall not share Confidential Information within Agusto & Co, except on an "as needed" basis.

g) Agusto & Co employees shall not use or share Confidential Information for the purpose of trading securities, or for any other purpose except the conduct of Agusto & Co 's business

4 DISCLOSURE OF THIS CODE OF CONDUCT AND COMMUNICATION WITH MARKET PARTICIPANTS

a) This Code is based on the provisions of the IOSCO Principles regarding the activities of Credit Rating Agencies and the IOSCO Code of Conduct Fundamentals for Credit Rating Agencies. Agusto & Co will disclose on a timely basis any changes to this Code or to how this Code is implemented and enforced.

b) All market participants and the public are welcome to have a voice regarding Agusto & Co and its policies, including raising any questions, concerns or complaints they may have. 


5 WHAT AGUSTO & CO EXPECTS OF ISSUERS

a) Agusto & Co expects that each issuer that has agreed to participate in the rating process, or its agents, will promptly supply to Agusto & Co all information relevant to evaluating the ratings on such issuer or the relevant securities, including, without limitation, all material changes in any information previously provided, potential material events and the issuer’s overall financial condition, which may require communication of non-public information to Agusto & Co.

b) Agusto & Co expects all such information to be timely, accurate and complete in all respects.

c) Agusto & Co expects issuers to respond to its questions as quickly as possible and to explain the reasons for any delay.

d) Should an issuer choose to stop cooperating with Agusto & Co in the rating process at any time, Agusto & Co also reserves the right to continue to rate the issuer or any securities issued by the issuer, based on the information previously provided to Agusto & Co by the issuer or its agents and any other public and/or non-public information available to Agusto & Co.

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