Legal Stuff

Required Disclosures

Reports Published by Disclosure Insight On or Prior to June 23, 2010

Please be advised that D.I. Reports® and related reports and supporting documentation (the “D.I. Reports”) published or made available to subscribers or potential subscribers on or prior to June 23, 2010, were not “distributed” by any broker-dealer regulated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).  Hence, these DI Reports were not initially subject to regulatory rules concerning research reports prior to being published.  Further, the content of these D.I. Reports is not being modified retroactively, as they are already in the public realm.  However, ITG Inc. (a member of FINRA and SIPC), directly or indirectly through its affiliates in connection with a distribution agreement with Disclosure Insight, Inc. will be making these D.I. Reports available to its clients that become subscribers.

Much of the information in the D.I. Reports covered by this disclosure is older than six months.  In addition, these D.I. Reports should not be considered a communication or correspondence of ITG Inc.  Specifically, these D.I. Reports should not be considered an investment recommendation, advertisement, sales literature, and/or institutional sales materials of ITG Inc.

Reports Published After June 23, 2010

Pursuant to NASD Rule 2711(h)(13), ITG Inc. (a member of FINRA and SIPC) provides the following third-party disclosures with respect to each research report published or made available to subscribers or potential subscribers after June 23, 2010 (except to the extent otherwise specifically disclosed in the research report):

Ownership:  As of the end of the most recent month, prior to the research report being published (or the second most recent month, if the research report is less than 10 calendar days old), ITG Inc. and its affiliates (“ITG”) did not beneficially own 1% or more of any class of common equity securities of the issuer which is the subject of the research report (the “Subject Company”).

Material Conflicts of Interest:  At the time of the publication of the research report, ITG is not aware of any actual, material conflict of interest of ITG involving the Subject Company.

Investment Banking Compensation:  ITG is currently not involved in any investment banking activities.  As a result, at the time of the publication of the research report, ITG had provided no investment banking services to the Subject Company and thus had received no compensation in connection with any managed public offering of securities of the Subject Company or from the provision of other investment banking services to the Subject Company.   Further, at the time of the publication of the research report, ITG had no expectation to receive compensation for any investment banking services from the Subject Company in the 3 months following the research report’s publication.

Market Making:  At the time this research report was published, ITG was not a market maker in the Subject Company’s securities.

General Disclosures: As of twelve months from the date of publication of this report, non-broker-dealer affiliates of ITG, Inc. may have provided research services and/or products to a subject company for remuneration.  Please refer to individual reports for particular disclosures.

Ratings

The following are the D.I. Ratings™ we assign:

High Risk: It is our opinion that companies with a High Risk rating carry so much risk as to hold the potential to overwhelm underlying fundamentals.

Medium Risk - Negative Bias: Companies with a Medium Risk rating have at least one risk factor that concerns us. We assign a Negative Bias to the Medium Risk rating to those companies that in our opinion carry sufficient risk that the rating could deteriorate to High Risk. The Medium Risk - Negative Bias rating can also be assigned to those companies previously rated as High Risk that have shown some improvement, albeit not enough to yet warrant a lower risk rating as they could just as easily become High Risk again.

Medium Risk - Positive Bias: Companies with a Medium Risk rating have at least one risk factor that concerns us. We assign a Positive Bias to the Medium Risk rating for those companies that in our opinion carry at least one risk factor that could potentially deteriorate into a higher risk challenge. The Medium Risk - Positive Bias rating can also be assigned to those companies previously rated as carrying higher risk, but have shown sufficient improvement.

Low Risk: Companies with a Low Risk rating carry a low risk profile. In our opinion, the nature and timing of the risk factors we found do not concern us at the time of report publication.

Intellectual Property

This material is copyrighted 2000 to 2011 by Disclosure Insight, Inc. All rights reserved. The works of authorship contained in the accompanying material, including but not limited to all data, design, text, images, charts and other data compilations or collective works are owned by Disclosure Insight, Inc. or one of its affiliates and may not be copied, reproduced, transmitted, displayed, performed, distributed, rented, sublicensed, altered, or stored for subsequent use, in whole or in part in any manner, without the prior written consent of Disclosure Insight, Inc.

Photocopying or electronic distribution of any of the accompanying material or contents without the prior written consent of Disclosure Insight, Inc. violates U.S. copyright law, and may be punishable by statutory damages of up to $150,000 per infringement, plus attorneys’ fees (17 USC 504 et. seq.). Without advance permission, illegal copying includes regular photocopying, faxing, excerpting, forwarding electronically, and sharing of online access.

Disclosure Insight®, D.I.®, D.I. Score®, D.I. Rating™, D.I. Profile®, D.I. Database®, D.I. Report®, D.I. Watch List®, D.I. Focus List®, D.I. Mailbox®, Better Disclosure for Better Decisions®, 5 Years of Due Diligence in One Report®, Assess the Risk. Achieve the Return.®, and Just Because its Public Information Doesn’t Mean it’s Public Knowledge® are service/trademarks of Disclosure Insight, Inc. and are proprietary.
 

Information Provider/Publisher

Disclosure Insight, Inc. is an independent investment research provider that primarily publishes and provides its research for institutional investors. We use proprietary methods to gather data and records on public companies, analyze them, and publish our findings.  We frequently employ open records law, such as the Freedom of Information Act and other legal means to acquire data and records. We strive to conduct a thorough review and analysis of the records we receive. The information and reports we publish, including the D.I. Risk Ratings we assign, reflects our sincere opinions about companies, industries, and/or themes about which we believe our readers may be interested. 

Where we express opinions about or assign D.I. Risk Ratings to public companies, they are strictly in relation to, and based on other data, information, and/or documents Disclosure Insight, Inc. has in its database or has acquired. Disclosure Insight, Inc. makes no representations regarding the materiality, completeness or accuracy of any information or documents we provide. Questions regarding the same should be directed to the referenced company or companies.

While Disclosure Insight, Inc. may assign risk ratings and/or express opinions regarding the risk profile of companies, it is not in any way acting in the capacity of a financial advisor or broker/dealer. The information provided by us should not be construed by any subscriber or prospective subscriber as Disclosure Insight, Inc's solicitation to effect, or attempt to effect, any transaction in a security. The information that we provide or that is derived from our website should not be a substitute for your own due diligence which may include advice from an investment professional.

Disclosure Insight, Inc. is not registered as an investment adviser. We rely upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940, as amended, and corresponding state securities laws. As such, Disclosure Insight, Inc. does not offer or provide personalized advice.

So-called "Full Access" subscribers may submit a list of those securities that they like to be kept informed about or have us produce D.I. Reports on and/or submit FOIA requests on. We may or may not act upon these requests and/or watch lists.  We make no representations regarding the criteria we employ in deciding the same except to say that such activities are generally not available to our so-called "Content Only" level subscribers. Subscriber interest, regardless of source, has no influence whatsoever on the content of the printed research itself. Regardless of a request or presence of a name on a subscriber’s watch list, all reports are posted to our website where they are equally disseminated and available to all subscribers at the same time.  

From time-to-time subscribers or prospective subscribers may speak to us regarding our research reports or the process employed in creating these reports. To the extent we engage in these discussions, they are typically in relation to, and based upon, the processes employed by Disclosure Insight, Inc. in developing these reports, or on other data, information, and/or documents Disclosure Insight, Inc. has in its database or has acquired. Such conversations may be focused on how open records and similar laws work, aspects of our risk  rating methodology, or background on practice and procedure of the Securities and Exchange Commission. Because of the wide range these discussions can encompass, it is possible we may release information in these discussions that is not already or completely reflected in our published work. At no time in these conversations will we provide personalized or individualized investment advice nor will we offer advice regarding investment recommendations relative to a subscriber’s individual circumstances. At not time in any conversations with subscribers or prospective subscribers will we solicit to effect, or attempt to effect, any transaction in a security.

From time-to-time individual subscribers or prospective subscribers may ask us to engage our information/records acquisition capabilities to acquire specific records through various lawful means such as the Freedom of Information Act or certain aspects of the patent-pending risk rating methodology we use to assemble our reports. This can include provision of D.I. Analyst Notes. At our discretion, we may choose to engage in this information-gathering activity, typically for a negotiated fee. Depending on the interest that we perceive such information may have to the broader subscriber base, we may or may not make these records available to all subscribers. Typically, this work product will be not be widely disseminated.  We make no representations regarding the criteria we employ in deciding whether to release such records and/or information.  We assume no obligation to disclose if and/or when we engage in such activities.
 

Privately-Held Company

Disclosure Insight, Inc. is a privately-held publisher that is not in any way affiliated with the U.S. Securities and Exchange Commission (“SEC”) or any other branch or agency of government.
 

Potential Conflicts of Interest

Disclosure Insight, Inc. requires its employees and principals to adhere to the CFA Institute Code of Ethics and Standards of Professional Conduct regarding potential conflicts of interest.  This includes prohibiting its employees and principals from trading in their own accounts in any manner which might be deemed in conflict with client subscribers.

Further, and with few exceptions, Disclosure Insight, Inc. prohibits its employees and principals from trading of any kind in any individual public company securities, or derivatives thereof, on any company on which production of a D.I. Report has commenced.  Such prohibitions shall remain in place until either 5 days after the individual D.I. Report has been published or its production otherwise ceases.  In addition, Disclosure Insight, Inc. prohibits its employees and principals from trading of any kind in any individual public company securities, or derivatives thereof, on any company on which we have received a response from the United States Securities and Exchange Commission (or other regulatory authority) to one of our Freedom of Information Act (FOIA) requests which suggests the presence of an undisclosed SEC or other governmental investigation and/or law enforcement activity. Such prohibitions on newly received FOIA data shall remain in place from when the material is received until either 5 days after it has been published or production on the data point otherwise ceases.

On a severely limited basis, we will permit employees to engage in trading of the sort that would be deemed in conflict with this policy such as “extreme financial hardship” as defined by the CFA Institute Code of Ethics.

Disclosure Insight, Inc. otherwise permits, and encourages, its employees to freely trade in any securities so long as such trading is not deemed as in conflict with this policy or client subscribers.  We similarly place no holding period limits or restrictions on such personal trading.  This could, and often does, include trading in mutual funds, exchange traded funds (ETFs), and derivatives thereof which may include covered names as components of the overall funds and/or ETFs.  

Disclosure Insight, Inc. does not engage in investment banking activities or take any security positions, except those necessary for routine corporate treasury functions.
 

Our Privacy Policy 

Disclosure Insight, Inc. respects your right to privacy, and will not distribute or sell your personal information to any other company or entity. The information you submit will be used solely for Disclosure Insight, Inc.'s marketing and communication purposes. If you have submitted your contact information, and would like to opt-out of future Disclosure Insight, Inc’s communications, please contact us.

As a long-standing practice, and within the boundaries of the law, Disclosure Insight, Inc. respects the confidentiality of our clients by not disclosing their names or the research we conduct on their behalf. When conducting research for clients, only the name of Disclosure Insight, Inc., its principals, affiliates, and/or agents appears in any public record where such information is required.