Policies and Procedures re Books and Recordsdc49f059-1ff6-497c-b1bf... · 1 Introduction . 1.1 Overview . The BRM Process Manual (BRM PM) is intended to address a broad range of regulatory

2019 Form 25-101F1 Item 10

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Policies and Procedures re Books and Records

The following policies and procedures have been established to address books and records.

• The Business and Relationship Management Process Manual

• File Maintenance and Recordkeeping Policy for Analytical Groups, Credit Policy, Global Content Operations and Global Operations Management

• File Maintenance for Analytical Groups

BRM Process Manual (BRM PM) Version: 5

December 31, 2018

BRM Process Manual (BRM PM)

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Version: 5 December 31, 2018

Overview Definitions

Introduction Overview

Exceptions to the BRM PM and Other Internal Policies Segregation of Duties

Ensuring Compliance with International Sanctions for All Relationships (Solicited and Unsolicited) Complying with the Anti-Corruption Policy and the Anti-Money Laundering Policy

Firewall Policy Monitoring Ancillary Business

BRM Systems/Applications Defined BRM Document Templates

Relationship Management Overview

Relationship Management

New Business Acquisition Agreement Preparation

Re-Securitization Rating Engagements Analytical Products

Interaction with Issuers and their Agents Rating Assessment Service (RAS)

Required Regulatory Disclosure of Ratings where Public Rating Letter Signed (including where the Fee Agreement offers a Public Rating as a Potential Output) but Rating Not Published

Development, Approval and Maintenance of Fee Schedules Final Agreement Execution

The Tender Engagement Process for Government Related Entities and for Local and Regional Governments (collectively, the "IPF Entities" The Engagement Process for Brazilian Public Sector Entities

U.S. Public Finance (USPF) Engagement Process for When a Fee Agreement Can Not Be Executed Requests and Engagements for Additional Work

Fee Agreement Renewals Overview

Re-Securitization Fee Agreement Renewals

Interacting with the Analytical Rating Groups Overview

Notifying Analysts to Begin Rating Process Withdrawal of Ratings for Commercial Reasons

SEC Rule 17g-5 Considerations for Structured Finance Investor Development Team Communications

Interacting with the Revenue and Accounts Receivable Group Overview

Reconciliation of Fee Arrangements Invoice Discount / Cancellation and Credit Note Approval

Solicitation Status Overview

BRM Solicitation Tool Assigning Initial Solicitation Status and Ongoing Solicitation Status Maintenance

Review of Solicitation Status Solicitation Status Following Fee Agreement Expiry

Solicitation Status Following Issuer Cancellation Notice Change of Solicitation Status from Unsolicited to Solicited

Complaints Management Overview

Complaint Handling

File Maintenance and Recordkeeping Overview

General Guidelines BRM File Retention Periods

Rated Entity/Issuer Cyber Security Controls Surveys

BRM PM Appendix 1. The Tender Engagement Process for Government related Entities and for Local and Regional Governments (collectively, the "IPF Entities")



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Contents

Overview ........................................................................................................................................................................................ 5 Definitions ....................................................................................................................................................................................... 5

Introduction 7

1.1 Overview .............................................................................................................................................................................. 7 1.2 Exceptions to the BRM PM and Other Internal Policies ....................................................................................................... 7 1.3 Segregation of Duties .......................................................................................................................................................... 8 1.4 Ensuring Compliance with International Sanctions for All Relationships (Solicited and Unsolicited) ................................... 9 1.5 Complying with the Anti-Corruption Policy and the Anti-Money Laundering Policy ........................................................... 10 1.6 Firewall Policy Monitoring .................................................................................................................................................. 11 1.7 Ancillary Business.............................................................................................................................................................. 12 1.8 BRM Systems/Applications Defined .................................................................................................................................. 13 1.9 BRM Document Templates ................................................................................................................................................ 13

Relationship Management 14

2.1 Overview ............................................................................................................................................................................ 14 2.2 Relationship Management ................................................................................................................................................. 14

New Business Acquisition 14

3.1 Agreement Preparation ...................................................................................................................................................... 14 3.2 Re-Securitization Rating Engagements ............................................................................................................................. 15 3.3 Analytical Products ............................................................................................................................................................ 17 3.4 Interaction with Issuers and their Agents ........................................................................................................................... 17 3.5 Rating Assessment Service (RAS) .................................................................................................................................... 17 3.6 Required Regulatory Disclosure of Ratings where Public Rating Letter Signed (including where the

Fee Agreement offers a Public Rating as a Potential Output) but Rating Not Published ................................................... 18 3.7 Development, Approval and Maintenance of Fee Schedules ............................................................................................ 19 3.8 Final Agreement Execution ................................................................................................................................................ 27 3.9 The Tender Engagement Process for Government Related Entities and for Local and Regional Governments

(collectively, the "IPF Entities") .......................................................................................................................................... 30 3.10 The Engagement Process for Brazilian Public Sector Entities ........................................................................................... 30 3.11 U.S. Public Finance (USPF) Engagement Process for When a Fee Agreement Can Not Be Executed ............................ 30 3.12 Requests and Engagements for Additional Work .............................................................................................................. 31

Fee Agreement Renewals 31

4.1 Overview ............................................................................................................................................................................ 31 4.2 Re-Securitization Fee Agreement Renewals ..................................................................................................................... 31

Solicitation Status 32

5.1 Overview ............................................................................................................................................................................ 32 5.2 BRM Solicitation Tool ........................................................................................................................................................ 32 5.3 Assigning Initial Solicitation Status and Ongoing Solicitation Status Maintenance ............................................................ 32 5.4 Review of Solicitation Status ............................................................................................................................................. 32 5.5 Solicitation Status Following Fee Agreement Expiry.......................................................................................................... 33 5.6 Solicitation Status Following Issuer Cancellation Notice .................................................................................................... 34 5.7 Change of Solicitation Status from Unsolicited to Solicited ................................................................................................ 34

Interacting with the Analytical Rating Groups 36

6.1 Overview ............................................................................................................................................................................ 36 6.2 Notifying Analysts to Begin Rating Process ....................................................................................................................... 36 6.3 Withdrawal of Ratings for Commercial Reasons ............................................................................................................... 37 6.4 SEC Rule 17g-5 Considerations for Structured Finance .................................................................................................... 39 6.5 Investor Development Team Communications .................................................................................................................. 41



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Contents (Continued)

Interacting with the Revenue and Accounts Receivable Group 42

7.1 Overview ............................................................................................................................................................................ 42 7.2 Reconciliation of Fee Arrangements .................................................................................................................................. 42 7.3 Invoice Discount / Cancellation and Credit Note Approval ................................................................................................. 42

Complaints Management 43

8.1 Overview ............................................................................................................................................................................ 43 8.2 Complaint Handling ........................................................................................................................................................... 43

File Maintenance and Recordkeeping 44

9.1 Overview ............................................................................................................................................................................ 44 9.2 General Guidelines ............................................................................................................................................................ 44 9.3 BRM File Retention Periods .............................................................................................................................................. 45 9.4 Rated Entity/Issuer Cyber Security Controls Surveys ........................................................................................................ 46

BRM PM Appendix 1. 47

The Tender Engagement Process for Government related Entities and for Local and Regional Governments (collectively, the "IPF Entities") ..................................................................................................................................................... 47



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Objective: To set forth minimum policy and procedural requirements for Business and Relationship Management (BRM) employees globally.

Application: All Global BRM Employees

Replaces: Bulletin 2A: BRM Process Manual (Version 3.0, March 17, 2017)

Overview Certain laws, rules and regulations outline the manner in which Fitch Ratings must conduct its BRM activities. The BRM Process Manual is intended to address this broad range of laws, rules and regulations and set forth robust and practical procedures to meet these requirements. Although only certain Fitch Ratings’ policies are referenced in the BRM Process Manual, BRM staff must comply with all of Fitch Ratings’ policies. (See Section 1.1 below)

Definitions Analytical Product: Shall have the meaning as set forth in Bulletin 7: Credit Products — Defined: Ratings, Assessments, Opinions and Scores.

Analyst: Shall have the meaning as set forth in Bulletin 2: Rating Process Manual.

Analytical Activities: Means the evaluation, approval, issuing and review of Ratings, including the analysis of data and information.

Analytical Matters: Shall have the meaning as set forth in Bulletin 25: Complaint Handling.

Ancillary Business: Shall have the meaning as set forth in Bulletin 30 “Statement on Definition of Ancillary Business”.

BRM Log: Shall have the meaning as set forth in Bulletin 25: Complaint Handling.

BRM Opportunity Owner: Shall have the meaning as set forth in Section 1.4.1 herein. “Complaint” shall have the meaning as

set forth in Bulletin 25: Complaint Handling.

Complainant: Shall have the meaning as set forth in Bulletin 25: Complaint Handling.

Complaint Log: Shall have the meaning as set forth in Bulletin 25: Complaint Handling.

Conduct Matters: Shall have the meaning as set forth in Bulletin 25: Complaint Handling.

Confidential Information: Shall have the meaning as set forth in Bulletin 41: Confidential Information Policy.

CRA: Means credit rating agency.

Disqualifying Interest: Shall have the meaning as set forth in Bulletin 10: Firewall Policy.

Endorsed Rating: Means an international scale public credit Rating where the relevant primary analyst is employed by Fitch Ratings, Inc., Fitch Australia Pty Ltd., Fitch Ratings Brasil Ltda., Fitch (Hong Kong) Ltd., Fitch Ratings Japan Ltd., Fitch Mexico S.A. de C.V. or Fitch Singapore Pte. Ltd. (or any branch of one of these entities, wherever located).

EU: Means the European Union.

EU Fitch Ratings CRA: Means each of Fitch Ratings Ltd and its affiliates registered as credit rating agencies in the EU and its and their branches (wherever located).

Fee Agreement: Means Fitch Ratings’ Fee Agreement, including the applicable fee table, all applicable addenda, and terms and conditions, collectively.



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Fitch Ratings: Means, collectively, Fitch Ratings, Inc. and each of its credit rating affiliates that issues ratings under the trade name Fitch Ratings.

Definitions (Continued) Fitch Ratings Representatives: Means all officers, directors and employees of Fitch Ratings and other persons performing similar functions for or on behalf of Fitch Ratings.

Initial and Indicative Ratings: Shall have the meaning as set forth in Bulletin 7: Analytical Products — Defined: Ratings, Assessments, Opinions and Scores.

Material Non-public Information: Shall have the meaning as set forth in Bulletin 41: Confidential Information Policy.

Non-Specified Fees: Shall have the meaning as set forth in Section 3.7.6 herein.

Opportunity: As used by Salesforce, an Opportunity is a stage in the sales process which represents some type of revenue opportunity. An Opportunity is neither a business, nor a person, but rather a potential future sale. Salesforce Opportunities often start as leads, and enable BRM to create a business pipeline and assist with forecasting revenues.

Rated Entity: Means an issuer, obligor or other entity for which Fitch Ratings has produced, or expects to produce, a Rating.

Rating: Shall have the meaning as set forth in Bulletin 7: Credit Products — Defined: Ratings, Assessments, Opinions and Scores.

Rating Assessment Service (RAS): Shall have the meaning as set forth in Bulletin 7: Credit Products — Defined: Ratings, Assessments, Opinions and Scores.



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1 Introduction 1.1 Overview

The BRM Process Manual (BRM PM) is intended to address a broad range of regulatory requirements and set forth robust and practical procedures to meet these requirements.1 Although only certain Fitch Ratings’ policies are referenced in this document, BRM staff must comply with all of Fitch Ratings’ policies.

o The procedures in the BRM PM are applicable to all Ratings, unless otherwise noted in this document. For other products provided by Fitch Ratings, see Bulletin 7 “Credit Products — Defined: Ratings, Assessments, Opinions and Scores” (Bulletin 7).

o This BRM PM will be updated on an annual basis, however it may be updated more frequently as determined by the Global Head of BRM2 in consultation with other senior BRM staff, Fitch Ratings’ Legal Department, or Fitch Ratings’

Compliance Department as appropriate. o Flow chart diagrams included in the BRM PM are for illustrative purposes only. Not all scenarios/situations are

depicted in the included diagrams. o The Global Head of BRM, Global Product Heads3, BRM’s Head of Global Revenue Management, Global Head of

Investor Development, and BRM’s Head of Policy & Operations may delegate duties assigned to them under the BRM PM to other BRM staff.

Parties who delegate duties to other individuals must email the individuals they are delegating duties to while copying the email in-box and the BRM Head of Policy and Operations.

BRM’s Policy & Operations Group maintains a log of such delegations. Delegation of duties by the BRM’s Head of Policy & Operations must be reported to the Global Head of

BRM, and record of such delegation must be noted on delegation log maintained by BRM’s Policy and

Operations Group.

o Fitch Ratings shall not use the name of the European Securities and Market Authority (ESMA), the U.S. Securities and Exchange Commission (SEC), or any competent authority in such a way that would indicate or suggest endorsement or approval by ESMA, the SEC, or any competent authority of the ratings or any credit rating activities of Fitch Ratings.

1.2 Exceptions to the BRM PM and Other Internal Policies The Fitch Ratings’ BRM PM presents minimum standards. However, it is recognized that circumstances occasionally

arise where a departure from these policies and procedures is necessary. Such departures are permissible, provided they are approved as exceptions in advance by the appropriate member of management; however, exceptions cannot be requested and approved for legally mandated requirements. All exceptions and incidents, other than those related to Bulletin 13 Global Securities Trading and Conflicts of Interest Policy (Bulletin 13), must be submitted through the Exception Management System (EMS). The EMS portal can be found on Fitch Xchange homepage. The logging of an exception in EMS sends an automated notification to the Compliance Department. Exceptions related to Bulletin 13 must be submitted directly to the Compliance Department.

Exception/Incident Submissions Permitted

Where permitted, departures from policies or procedures must be:

o Approved in advance of the departure (‘exception’), or o Reviewed/ acknowledged after the departure (‘incident’) (Note: Incidents should be much less frequent than exceptions.)

by the applicable member of BRM senior management which includes: the Global Head of BRM, the Global Product Heads, the Head of Global Revenue Management, and BRM’s Head of Policy & Operations, or any of their approved

1 To the extent that the legal or regulatory requirements of any jurisdiction in which Fitch Ratings is located are inconsistent with any provision of this BRM PM, Fitch Ratings’ personnel located in such jurisdiction must comply with the requirements of the jurisdiction pursuant to procedures approved by the Global Head of BRM, the applicable Global Product Head responsible for the area, or the BRM Head of Policy and Operations, or another individual designated by the Global Head of BRM to make decisions under this BRM PM (the “Designated Person”). The head of Fitch Ratings’ office in such jurisdiction must record such procedures in the files of the office and notify the applicable BRM staff in that office. The BRM Policy & Operations Group is also to maintain a record of such procedures. 2 The individual responsible for Fitch Ratings global BRM activities. 3 Any of the four (4) product heads who report to the Global Head of BRM. The four Global Product Heads are responsible for the following products: I) Corporates , ii) Financial Institutions & Sovereigns, iii) Public Finance & Global Infrastructure, and iv) Structured Finance & Covered Bonds

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delegates. Exceptions submitted by a Global Product Head, BRM’s Head of Global Revenue Management, Global Head of Investor Development, or BRM’s Head of Policy & Operations must be approved by the Global Head of BRM.

Standing Exceptions

General standing exceptions (i.e. exceptions lasting for an indefinite period of time) are expected to be rare, and must also be submitted through the EMS. Standing exceptions are not permitted in circumstances where similar individual or ad hoc exceptions would not be permitted. For further details on standing exceptions, contact a member of the BRM Policy & Operations Group.

Quarterly BRM Incident & Exception Review

On a quarterly basis, BRM’s Policy & Operations Group must conduct an EMS incident and exception review to check the accuracy and completeness of BRM’s recorded incidents and exceptions. Following this review, BRM’s Policy &

Operations Group must prepare an incident and exception status review summary report and provide this report to senior management, including the Global Head of BRM, the Global Product Heads, the Head of Global Revenue Management, the Global Head of Regulatory Affairs, Policies and Procedures, and the Compliance Department. This summary report must include, among other items, an analysis of all BRM incidents and exceptions logged during the previous calendar quarter, segmented by product group and incident/exception type.

Annual BRM Standing Exception Review

On an annual basis, BRM’s Policy & Operations Group must conduct an EMS standing exception review to check the accuracy and completeness of BRM’s standing exceptions and determine if each of the standing exceptions is still in effect. Following this review, BRM’s Policy & Operations Group must prepare a standing exception status review summary report and provide this report to senior management, including the Global Head of BRM, the Global Product Heads, the Head of Global Revenue Management, the Global Head of Investor Development, the Global Head of Regulatory Affairs, Policies and Procedures, and the Compliance Department. This summary report must include, among other items, an analysis of all of BRM’s standing exceptions, segmented by product group, while noting which standing exceptions are still in effect, and which are not.

1.3 Segregation of Duties Fitch Ratings’ Bulletin 4 “Segregation of Commercial & Analytical Activities” (Bulletin 4) sets forth the requirements regarding the segregation of commercial and Analytical Activities, and applies to all Fitch Ratings’ employees globally. The purpose of Bulletin 4 is to ensure that Fitch Ratings’ Analytical Activities and ratings decisions are independent and free from conflicts of interest arising out of business or financial considerations. Bulletin 4 places restrictions on what BRM can and cannot discuss with Analysts, as well as restrictions on what meetings BRM and/or the Analysts can attend. BRM staff must be familiar with these restrictions and should refer to Bulletin 4 for specific details.

Despite Fitch Ratings’ controls, it is not always possible to prevent Analysts from receiving communications that contain fee or billing information. Per Bulletin 2 The Rating Process Manual (Bulletin 2) if an Analyst receives such information from an external third party, they must log their receipt of the fee-related information into EMS as an incident, and they must:

o Notify the relevant BRM Global Product Head. The BRM Global Product Head or a member of his/her team must follow up with the person(s) who provided the information to the Analyst so as to prevent potential repeat issues. If the BRM Global Product Head, or a member of his/her team, follows up with the person(s) who provided the information to the Analyst via e-mail, BRM’s Policy & Operations Group should be included as a recipient of such email.

If BRM staff members are the source of disclosing fee or billing information to analytical staff, the following steps must be followed:

o Notification must be provided to the BRM employee's line manager, applicable Global Product Head, BRM’s Head of

Policy & Operations, the Global Head of BRM, the Compliance Department (at [email protected]), and the Human Resources Department.

o The BRM Policy & Operations Group must provide written feedback to the breaching employee in all cases. All such communications must include a reminder of the requirements of Fitch Ratings’ Bulletin 4All such communications must also highlight that repeat offences may result in disciplinary action up to and including termination. The applicable Global Product Head, BRM’s Head of Policy & Operations, and the Human Resources Department must be copied on these communications. Human Resources will keep copies of such communications in the employee’s personnel file.









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o If any BRM staff member is found in violation of Bulletin 4, and/or this Section 1.3 of the BRM PM, which includes forwarding analytical staff members email correspondence that contains fee or billing information, he/she will be required to re-read and certify that he/she has re-read Bulletin 4 within 30 days of the incident being reported. Such reading assignments and certification are handled by the Compliance Department via Fitch Ratings’ PolicyTech system.

1.4 Ensuring Compliance with International Sanctions for All Relationships (Solicited and Unsolicited) Fitch Ratings must comply with certain regulations concerning the entities with which it can do business. The United States, the United Kingdom, and the United Nations impose economic sanctions against a number of countries, governments, entities and individuals. All Fitch Ratings’ staff globally, including US citizens and permanent residents wherever they are located, are prohibited from conducting certain transactions with the parties subject to these sanctions. The penalties for breaching the sanctions laws are severe and can involve substantial fines and/or prison sentences.

Fitch Group Bulletin 2 “Ensuring Compliance with International Sanctions” (Fitch Group Bulletin 2), details the specific process which must be followed by members of BRM for every initial engagement or subsequent renewal with an issuer.

Process for Complying with International Sanctions Once an engagement or renewal opportunity is entered into Salesforce (see Section 2.1 below), the compliance section of the Salesforce Opportunity page, which addresses international sanctions requirements, must be completed in order to proceed with the Opportunity. Based on the information provided in this compliance section, Salesforce will: i) allow the Opportunity to proceed based on certain permitted Fitch Group Bulletin 2 exclusions, ii) block the Opportunity if it is a sanctioned entity, or iii) require sanctions searches to be performed and for the sanction search results to be saved to the Opportunity record in SalesForce. If a sanctions search is required, the BRM Opportunity Owner (i.e. the lead BRM relationship manager) is responsible for:

o Conducting an entity name search on the U.S Office of Foreign Asset Control (OFAC) list of Specially Designated Nationals and Blocked Persons and the HM Treasury’s Asset Freezing Unit’s (AFU) list of Financial Sanctions

Targets (URLs listed below), by way of the following website links below, or by requesting a Dow Jones Risk & Compliance (DJ) sanction search result report as described below.

https://sanctionssearch.ofac.treas.gov/ https://www.gov.uk/government/publications/financial-sanctions-consolidated-list-of-targets

o Using commercially reasonable efforts to identify if entities are included on any of the United Nations (UN) Security Council sanctions lists, which include the following:

UN ISIL (Da'esh) and Al-Qaida Sanctions List UN Security Council Sanctions Committees Arms Embargoes UN Security Council Resolution 1483 (2003) Iraq List UN Security Council Resolution 1596 (2005) DR Congo List UN Security Council Resolution 1672 (2006) Sudan UN Security Council Resolution 1718 (2006) North Korea List UN Security Council Resolution 1844 (2008) Somalia and Eritrea List UN Security Council Resolution 1970 (2011) Libya List UN Security Council Resolution 1973 (2011) Libya List UN Security Council Resolution 2009 (2011) Libya List UN Security Council Resolution 2048 (2012) Guinea-Bissau List UN Security Council Resolution 2134 (2014) Central African Republic List UN Security Council Resolution 2140 (2014) Yemen List UN Security Council Resolution 2196 (2015) Central African Republic List UN Security Council Resolution 2206 (2015) South Sudan List UN Security Council Resolution 2231 (2015) Iran List UN Security Council Resolution 2262 (2016) Central African Republic List UN Security Council Resolution 2270 (2016) North Korea List-Annex III UN Taliban Sanctions List

In order to identify if an entity is on one of the above UN sanctions lists, BRM staff must review and analyse the DJ sanction search result reports, which are described on page 10.





https://sanctionssearch.ofac.treas.gov/

https://www.gov.uk/government/publications/financial-sanctions-consolidated-list-of-targets



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o Requesting a DJ sanctions search report. BRM subscribes to the DJ sanctions search tool to assist with sanctions searches. DJ sanctions tool administrators and backup sanctions tool administrators have been appointed, based on geographic area and product sector, and are responsible for conducting sanctions searches and providing the search results at the request of BRM Opportunity Owners.

The BRM Opportunity Owner is responsible for interpreting either: i) the OFAC and AFU results, or ii) the DJ sanctions search results (which include the UN sanction list results if any), entering the required information into Salesforce and attaching the search results (OFAC & AFU search results screen shots, or DJ search results report) into Salesforce. Based on the search results entered in the system, Salesforce will either allow the Opportunity to proceed or block the Opportunity if the sanctions search results did not pass.

An automated international sanctions alert system within Salesforce assists users with identifying and managing potential Fitch Group Bulletin 2 conflicts. Email alerts are generated once a Salesforce entry related to an entity in a monitored country is created. The alerts instruct BRM Opportunity Owners to either conduct sanctions searches or cease all interactions with a particular entity and to contact the BRM Policy & Operations Group with any questions on sanctions search results, blocked opportunities, sanctions alerts or the need to terminate an existing relationship with a sanctioned entity.

Termination of a Relationship with a Sanctioned Entity Once an automated international sanctions email alert is received identifying an entity as a possible sanctioned entity, per Fitch Group Bulletin 2 , the applicable BRM staff member must do the following:

o Conduct entity name searches on the OFAC and AFU lists, or request a DJ sanctions search report (which include the UN sanction list results if any) from a sanctions tool administrator.

o Report all conflicts identified to the Fitch Ratings’ Anti-Corruption Officer, the Fitch Group Anti-Corruption Officer, the Legal Department, the BRM Policy & Operations Group, the Global Head of BRM, the applicable Global Product Head, and the Global Head of BRM Revenue Management, along with the entity information, activity, effective date and sanctions evidence.

o The Fitch Group Anti-Corruption Officer and the Legal Department are responsible for consulting with BRM and determining a legally appropriate response, which may include termination of existing business relationships with any restricted party. The Fitch Ratings Sanctions Officer should be consulted regarding the termination of any existing or potential business relationship that are terminated for sanctions reasons.

o Upon approval for termination, the lead BRM Opportunity Owner must terminate the relationship with the issuer, update Salesforce and attach the pertinent sanctions documents (i.e. the OFAC & AFU search results screen shots or DJ search results report). Subsequently instructions must be given to the applicable analytical group to withdraw the Ratings if the Rating had not been previously withdrawn.

o BRM must notify the sanctioned entity of: i) the termination of the relationship in line with Fitch Group Bulletin 2; (ii) the planned withdrawal of Fitch Ratings’ Ratings; and iii) the effective date of such termination.

o BRM must notify the Revenue and Accounts Receivable Group of withdrawn Ratings and instruct them to stop payments/billings if applicable.

o BRM and the Revenue and Accounts Receivable Group must consult with the Legal Department with respect to any outstanding billing and payments related to the sanctioned entity.

1.5 Complying with the Anti-Corruption Policy and the Anti-Money Laundering Policy Anti-Corruption Policy

All Fitch Ratings’ employees are required to comply with the Fitch Group Bulletin 1 “Anti-Corruption Policy” (Fitch Group Bulletin 1) and must refer to Fitch Group Bulletin 1 for specific details. Various U.S. and international regulations such as the Foreign Corrupt Practices Act (FCPA) and the UK’s Bribery Act strictly prohibit involvement in corruption or the bribing of officials. Violations of these regulations can result in fines and/or jail terms. In countries where Fitch does business, as a general principle, it is unlawful to offer, pay or receive a bribe or other inducement designed to influence sales or obtain favourable business arrangements or other improper advantage (collectively, "Anti-Corruption Laws"). These payments or gifts are generally illegal whether made directly, or through another person or entity. Violation of these Anti-Corruption Laws could result in severe civil and criminal sanctions, including fines and penalties for Fitch, and, in the case of individuals, imprisonment. All conflicts identified must be reported to the Fitch Ratings’ Anti-Corruption Officer, the Fitch Group Anti-Corruption Officer, and the Legal Department.









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Anti-Money Laundering Policy

All Fitch Ratings’ employees are required to comply with the Fitch Group Bulletin 3 “Anti Money Laundering Policy” (Fitch Group Bulletin 3), and must refer to Fitch Group Bulletin 3 for specific details. Fitch Group, Inc. together with its subsidiaries and affiliates, including Fitch Ratings, is committed to conducting its business with integrity, transparency and in compliance with the laws of the countries in which it operates, including with respect to laws and regulations applicable to anti-money laundering (AML). Money laundering is defined as concealing the identity of illegally obtained funds so that the funds appear to have originated from legitimate sources. The core best practices of AML compliance are related to the concept of “know your customer.” Issues identified related to money laundering must be reported to

the Fitch Ratings’ Anti-Corruption Officer, the Fitch Group Anti-Corruption Officer, and the Legal Department.

1.6 Firewall Policy Monitoring Introduction

Fitch Ratings’ Bulletin 10 Firewall Policy (Bulletin 10), specifies, among other things, that the Compliance Department must publish, and periodically update, a list of certain entities (set forth in Bulletin 10A), identifying, inter alia, whether there is a Disqualifying Interest with respect to each such entity. If there is, then Fitch Ratings is generally prohibited from initiating or maintaining a Rating on that entity and/or its securities. Note that a Disqualifying Interest with respect to an entity may depend on whether the entity is to be or is rated by a lead analyst located in the EU or is or is intended to be an Endorsed Rating.

It is BRM’s responsibility, if a Rating of an entity and/or its securities is prohibited, to ensure that any negotiations to enter into a Fee Agreement are terminated, or an existing Fee Agreement is terminated, as the case may be. With respect to an existing Fee Agreement, if the Compliance Department identifies subsequently in Bulletin 10A that there is a Disqualifying Interest with respect to the relevant entity, BRM must immediately notify the Compliance Department (typically EMEA Regulatory Compliance), at [email protected], of the fact that Fitch Ratings has a current Fee Agreement with that entity. The Compliance Department will activate an assessment process and notify the relevant BRM staff member(s) if the Rating(s) must be withdrawn, and if so, any existing Fee Agreement must be terminated.

Checking for Disqualifying Interests As set forth in Section 2.2 below, BRM staff members must enter all new business and renewal business opportunities into Fitch Ratings’ customer relationship management system, Salesforce. This is applicable to both solicited and unsolicited rating engagements. BRM staff members are responsible for identifying in Salesforce any entities with Disqualifying Interests (as specified in Bulletin 10A). BRM’s Policy & Operations Group is responsible for updating

Salesforce’s list of Disqualifying Interest entities whenever Bulletin 10A is amended by the Compliance Department. With respect to each structured finance transaction entered into Salesforce where the primary analyst is located in one of Fitch Ratings’ EU-registered rating agencies (or one of their branches) or the relevant Rating is or is intended to be an Endorsed Rating, the relevant BRM staff must enter into Salesforce the name of each of the following parties involved in the transaction, and any changes to these parties, as soon as their identity is known: sponsors; sellers; servicers; originators; and arrangers. This is because, for these structured finance transactions, prohibitions can also be triggered by these parties. Given this, it is important to enter these names into Salesforce as soon as possible, to be able to determine as early as possible whether any prohibitions apply.

With respect to a new Rating, any time a Salesforce entry related to a Disqualifying Interest entity is created, Salesforce will automatically send an email alert to the BRM staff member who created the Salesforce entry. This email will notify the staff member that Fitch Ratings is prohibited from rating the entity and/or its securities, and will instruct the staff member to terminate all commercial activity with the entity. In addition, the entry within Salesforce will be automatically locked and Salesforce will not permit BRM to proceed with the engagement. BRM’s Policy & Operations Group is also

copied on these email alert notifications and is responsible for following up with the lead BRM relationship manager to remind him/her that Fitch Ratings is prohibited from initiating a Rating on that entity and/or its securities.

With respect to existing Ratings, each time BRM’s Policy & Operations Group updates the information on Disqualifying Interests in Salesforce, Salesforce will automatically re-evaluate the existing universe of companies in the system and will send an email alert to the BRM Policy & Operations Group with a list of the entities identified as having Disqualifying Interests. The BRM Policy & Operations Group will evaluate this information to determine which entities on the list actually have Disqualifying Interests. If any of the entities have been incorrectly identified as having a Disqualifying Interest, BRM’s Policy & Operations Group will update Salesforce accordingly, to allow all BRM staff to proceed with












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their work involving these entities. If there are any entities with actual Disqualifying Interests, BRM’s Policy & Operations Group must immediately notify the Compliance Department (typically EMEA Regulatory Compliance), at [email protected], of the fact that Fitch Ratings has a current Fee Agreement with each of the relevant entities. The Compliance Department will then organise an assessment to determine whether Fitch Ratings can continue to rate the entity/its securities, or whether the Rating(s) must be withdrawn. The Compliance Department will notify the relevant BRM employee, and BRM’s Head of Policy & Operations, of the result of the assessment. If the Rating(s) are to be withdrawn, the relevant BRM employee will be responsible for terminating the existing Fee Agreement. If at any time a BRM staff member becomes aware that Fitch Ratings is conducting rating business with an entity that has a Disqualifying Interest, they must promptly notify the Compliance Department (typically EMEA Regulatory Compliance), at [email protected].

In addition, the BRM Policy & Operations Group is responsible for reconciling the Bulletin 10A entities against Fitch Ratings’ Marketing Communications Group’s Salesforce-generated list of rating engagements that are expected to close in the upcoming calendar quarter (the “Quarterly Pipeline Report”). If any one of the Bulletin 10A entities with a Disqualifying Interest matches an entity on the Quarterly Pipeline Report, BRM’s Head of Policy & Operations must immediately notify the relevant BRM employee and his/her manager to instruct them to immediately terminate all commercial activity with respect to that entity, and also inform the Compliance Department (typically EMEA Regulatory Compliance), at [email protected]. Following each quarterly review, BRM’s Head of Policy & Operations will provide the Global Head of BRM, Fitch Ratings’ Senior Compliance Officer EMEA and APAC at [email protected], Fitch’s Head of Regulatory Compliance EMEA, and the Global Operations Management group with a report summarizing the findings of the review.

1.7 Ancillary Business All Fitch Ratings’ employees are required to be aware of and comply with the Fitch Ratings Bulletin 30 “Statement on

Definition of Ancillary Business” (Bulletin 30), and must refer to Bulletin 30 for specific details. “Ancillary Business” with

respect to Fitch Ratings means any business other than the provision of independent analysis and rating or other opinions regarding a variety of risks in the financial markets. Fitch Ratings does not provide advisory or consulting services to any entity; advisory or consulting services would constitute Ancillary Businesses.

It is BRM’s responsibility, if a potential rating engagement involves the provision of Ancillary Business by Fitch Ratings, to ensure that any negotiations to enter into such rating engagement are terminated. As set forth in Section 2.2 below, BRM staff members must enter all new business and renewal business into Fitch Ratings’ customer relationship management system, Salesforce. This is applicable to both solicited and unsolicited rating engagements. BRM staff members are responsible for identifying in Salesforce any engagements that may involve the provision of Ancillary Business.

Once an engagement or renewal opportunity is entered into Salesforce (see Section 2.1 below), the compliance section of the Salesforce Opportunity page, which addresses Ancillary Business requirements, must be completed in order to proceed with the Opportunity. Based on the information provided in this compliance section, Salesforce will: i) allow the Opportunity to proceed if the engagement does not involve the provision of Ancillary Business, or ii) block the Opportunity from proceeding if it involves the provision of Ancillary Business.

An automated Ancillary Business alert system within Salesforce assists users with identifying and managing any potential Bulletin 30 conflicts. Email alerts are generated once a Salesforce entry involving Ancillary Business is created. The alerts instruct BRM Opportunity Owners to cease all interactions with the particular entity and notify the BRM Policy & Operations Group.













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1.8 BRM Systems/Applications Defined BRM employs a number of systems and applications to support BRM activities and provide controls as required. The key systems include:

1.9 BRM Document Templates BRM team members must use Fitch Ratings’ standard “Fee Agreement templates.

BRM team members must use the current standard Fee Agreement templates that are available in Fitch Ratings’ Contract Lifecycle Management System (CLM). The CLM system has the current standard Fee Agreement templates available in the following languages: English, Spanish, simplified Chinese, Russian, Portuguese, German, Indonesian, Italian, traditional Chinese, Turkish, French, Polish, and Japanese.

In addition to being available in Fitch Ratings’ CLM system, the most current Fee Agreement templates are also saved in the BRM Global Drive in the folder titled “Fee Agreement Templates & Schedules.” The non-English language versions of the standard Fee Agreement templates are saved in the BRM Global Drive in the folder titled “Fee Agreement Templates & Schedules” and in the subfolder titled “Fee Agreement Templates — Translations.” BRM staff must use the CLM system for all of their issuer contracting/engagement needs. The most current versions of the Fee Agreement templates are saved in the BRM Global Drive to be used in only the event the CLM system is not operational, or in other extraordinary circumstances. If BRM staff cannot use CLM for their Fee Agreement contracting needs, other than for IPF entities defined in the following sentence, such BRM staff must file an exception request in Fitch Ratings’ EMS system (see Section 1.2) to be approved prior to processing such Fee Agreement outside of CLM.

For the engagement process with government-related entities or for local and regional governments (collectively, IPF Entities) that often take the form of a request for tender, and where Fitch Ratings Fee Agreement templates cannot be used, BRM staff should refer to Appendix 1 for guidance.

Applications/Systems Supporting the BRM Process Description

Salesforce Customer Relationship Management (CRM) application that BRM employees use to manage their issuer activities, events, opportunities and Fee Agreements.

Fee Arrangements Billing and invoicing tool that is also used as a repository for executed Fee Agreements and non-disclosure agreements.

BRM Global Drive Repository for Fee Agreement templates, fee schedules, and other globally applicable forms and reports.

SAP Enterprise resource planning software used by Fitch Ratings to record Fee Agreements, generate orders, process billing and revenue, and record its financial accounting.

Solicitation Tool A tool that collects information on the solicitation status of all engagements. Complaints Log All complaints related to BRM are logged in the BRM section of the

Complaints Log. Agents Database/

Agents Application Agents Database is the Fitch Ratings’ entity master database, which is accessed using a user interface called the Agents Application. The database contains records for legal entities required for use across Fitch Ratings. Each entity, or Agent, will have a unique Agent ID. Once created, an Agent ID is used in various downstream systems such as CLM, Global Work Center (GWC) and SAP to uniquely identify an entity-level record. The Agent ID is required to activate Fee Agreements in CLM so that it can be linked to the corresponding billing transaction in SAP and rating transaction in GWC/Rating Cart.

Contract Lifecycle Management System (CLM)

CLM is a system that assists with proactive, methodical management of a Fee Agreement from initiation through execution, and subsequent renewals. Fitch Ratings’ CLM uses APTTUS Corp.’s enterprise CLM software which is native to the Salesforce CRM system.



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BRM team members must also use the most current fee schedules that are applicable for their respective business group and region. BRM’s most current fee schedules are saved in the BRM Global Drive in the folder titled “Fee Agreement Templates & Schedules” and in the subfolder titled “Fee Schedules.”

Access to the BRM Global Drive is limited to BRM employees, Legal Department staff, and applicable Revenue and Accounts Receivable Group members, and is managed via Fitch Ratings’ Hitachi Identity Management System4.

Version Control Management

The master/base Fee Agreement templates are maintained by Fitch Ratings’ Legal Department. The Legal Department must notify BRM’s Head of Policy & Operations when any of the templates are changed. For each version update to the base Fee Agreement templates, BRM’s Policy and Operations Group is responsible for:

o Coordinating with Fitch’s Salesforce Team to have the updated templates uploaded to the CLM system; o Posting the updated templates in the “Fee Agreement Templates & Schedules” folder in the BRM Global Drive; and, o Informing the applicable BRM staff that the templates have been updated.

Only BRM’s Policy & Operations Group is authorized to replace retired templates with new versions in the “Fee Agreement Templates & Schedules” folder. When posted in the “Fee Agreement Templates & Schedules” folder, the Fee Agreements templates and fee schedules must be date stamped. If the Legal Department makes updates/changes to the base English language Fee Agreement templates, it is BRM’s Policies & Operations Group’s

responsibility to coordinate with the applicable BRM staff in local offices to have the non-English language templates updated accordingly and uploaded to CLM.

If BRM’s practices necessitate changes to the Fee Agreement templates, the applicable BRM staff members, along with BRM’s Head of Policy and Operations, must consult with the appropriate Legal Department representative regarding the proposed changes. If the proposed changes are deemed acceptable by the Legal Department representative, the Legal Department will be responsible for updating the Fee Agreement templates and providing the updated templates to BRM’s Policy & Operations Group. If any proposed changes to the Fee Agreement templates are deemed unacceptable by the Legal Department representative, the matter may be elevated to the senior management of both groups.

2 Relationship Management 2.1 Overview

Each regional BRM business group is responsible for managing its own issuer relationship contacts. BRM utilizes Salesforce as Fitch Ratings’ primary customer relationship management (CRM) tool.

2.2 Relationship Management BRM staff must enter issuer contact information, significant in-person or telephone call meeting note summaries, and all new business and renewal business Opportunities into Salesforce. Salesforce must be updated whenever there is any significant interaction with an issuer, solicited or unsolicited. Unsolicited arrangements must be identified on the Salesforce company page by checking the ‘Unsolicited Entity’ box. Once an issuer has expressed interest in engaging Fitch Ratings for rating services, a BRM team member initiates the engagement by identifying the issuer’s needs. Once BRM understands the issuer’s request and determines that the issuer/issuance can be rated, a Fee Agreement can be sent to the issuer, however Fee Agreements may only be sent to an issuer after BRM completes its international sanctions, Firewall and Ancillary Business checks of the entity and has received all applicable approvals including any approvals required for discount approvals (see Section 3.7.5), and for fees not on the fee schedule (see Section 3.7.6).

3 New Business Acquisition 3.1 Agreement Preparation

BRM is responsible for negotiating fees and formalizing engagements through the execution of Fee Agreements prior to the commencement of any formal analytical work5. Per Section 1.8 above, BRM staff must use the most current Fee

4 The system used to grant and manage access to Fitch Ratings’ applications and shared drives, including the various Work Centres. 5 The Global Structured Finance Group may initiate Transaction Filtering Panel analytical work prior to formalizing an engagement with an issuer.



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Agreement templates and fee schedule for issuer/issue engagements as well as for Fee Agreement renewals. The diagram on page 16 provides an overview of the agreement preparation process.

In cases where a rating engagement involves more than one product sector (e.g. Structured Finance and Corporates), it is important that BRM coordinate among the applicable product groups before executing a Fee Agreement with a prospective issuer.

3.2 Re-Securitization Rating Engagements A “re-securitization” is a securitization where the risk associated with an underlying pool of exposures is tranched and at

least one of the underlying exposures is a securitization position. An example of a re-securitization is a collateralized debt obligation (CDO) of residential mortgage backed securities (RMBS). As of the publication date of Version 2 of the BRM PM, Fitch Ratings has not rated a re-securitization transaction in approximately 10 years. However BRM staff are reminded that when discussing with an issuer regarding an engagement with respect to rating a re-securitization, for which the primary Analyst would be or is based in a Fitch Ratings’ CRA registered under the EU CRA Regulation, or a branch of an EU-registered entity, BRM staff must refer to and abide by the requirements of the “BRM Re-Securitization Rating Engagement Procedures” which can be found under the “Procedures” tab in PolicyTech. These procedures are the former Fitch Ratings’ Bulletin #38 Re-Securitization Ratings Policy.





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General Agreement Preparation Workflow Framework*

Solicitation

Filtering panel to determine if

rating is possible ?

Create GWC ID

End

BRM uses Agents Application to create a new

Agent

New Issuer?

Opportunity Creation in Salesforce

Agreement Generation in CLM Populate Fee Table from applicable Fee Schedules on Global Drive Discount Approval

Fee Agreement Creation

Fee Letter template accessed via CLM

No

Yes

SF specific

No

Yes

All except APAC and

LATAM SF

Create Fee Template in CLM

BRM Communicates Fee Agreement details to the Issuer

Issuer agrees to Fee Agreement details?

No

Agreement Execution

Yes

Fee Agreement Activated in CLM

CLM sends notification to Analyst to start

Work

CLM sends notification to

Accounting

USPF, GIG, SF (US, EMEA, LATAM), IPF (EMEA, LATAM, APAC) and Corporates and FI

Solicitation

Local Regional Governance (LRG)Government Related Entities (GRE)

Tender Work and Fee Details Published (by PSE and/or LRG)

Agreement Generation in CLM Populate Fee Table from applicable Fee Schedule on Global Drive Discount Approval

BRM submits bid on Tender

Fitch Selected?

Opportunity Creation in Salesforce

End

No

Receive and import Executed Tender Work and Fee detail documents into CLM

Fee Agreement Activated in CLM

CLM sends notification to Analyst to start work

CLM sends notification to the Finance Dept.

Yes

Tender Process

Fee Agreement Negotiations



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3.3 Analytical Products BRM is responsible for ascertaining the type of Analytical Product required by the issuer and for notifying the analytical teams to commence the analytical process once a Fee Agreement has been executed. Fitch Ratings’ Bulletin 7 outlines the various product options available to issuers. BRM staff must refer to Bulletin 7 for specific details. There are three major categories of formal opinions provided by Fitch Ratings: Ratings, Ratings Assessments and Credit Opinions. Ratings may be published or disclosed on a private basis and may be monitored or point in time.

Private Ratings assigned to a corporate, public finance, global infrastructure issuer or issuance at the request of the issuer or other external party may be subject to time limits during which Fitch Ratings will not publish the Rating. These Ratings are referred to ‘Initial Ratings’ in APAC and ‘Indicative Ratings’ in all other countries.

3.4 Interaction with Issuers and their Agents It is BRM’s responsibility to interact with issuers and their agents on commercial matters. Analytical staff must be kept

separated from any commercial discussion that takes place between BRM and an issuer. Details of this segregation are discussed in Section 1.3 above.

3.5 Rating Assessment Service (RAS) BRM staff must follow the procedures and requirements outlined in Bulletin 7 and Bulletin 7B “RAS Meeting Compliance

Procedure” (Bulletin 7B) for any RAS engagements for which the lead Analyst is based in a European subsidiary, including branches of European subsidiaries. BRM staff must refer to Bulletin 7 and Bulletin 7B for specific details however several key elements of the bulletins are included in this Section 3.5.

A RAS is an indication of what a Rating might be given a set of hypothetical circumstances. Situations appropriate for a RAS are described below.

o The recipient of a RAS relating to an entity rated by Fitch Ratings should be one of the following:

i. an issuer with a proposed change in its debt, capital structure or legal entity;

ii. the ‘surviving’ entity within a proposed consensual corporate transaction;

iii. the majority owner of (i); or,

iv. an agent of (i), (ii) or (iii) appointed by the issuer with the specific remit of managing the RAS process on the entity’s behalf.

o A RAS may also be performed for a third party (e.g. not one of (i), (ii) or (iii) above) where the entity being assessed is unrated by Fitch Ratings and where the assessed entity is also not a notified unsolicited rating target.

o In principle, a RAS may be completed for one issuer rated by Fitch Ratings that involves an assessment on the impact of the transaction on another issuer also rated by Fitch Ratings. In such cases, or where the proposed transaction is complex or involves any unusual feature(s), the relevant Fitch Ratings’ BRM staff member assigned to cover that product area should consult with the Credit Policy Group and Legal Department prior to engagement.

Guidance on what transaction features may be deemed complex or unique can be found in Bulletin 3 “Procedure for Reviewing Unique or Complex Transactions” (Bulletin 3).

For every RAS engagement signed on or after October 1, 2011, for which the primary Analyst is based in an EU-registered entity or branch of an EU-registered entity, BRM must ensure that the issuer, rated entity and/or its agents are aware of the following regulatory requirements concerning a RAS before any analytical work begins:

i. Face to face meetings: All face-to-face meetings between Fitch Ratings’ Analysts and the issuer, rated entity and/or its agents when the discussion forms part of the RAS analytical process (including data gathering) or the disclosure of the RAS results must be either audio recorded or minuted by the attending Fitch Ratings’ Analyst.

ii. Telephone/Conference Calls: All telephone/conference calls with the issuer, rated entity and/or its agents pertaining to the RAS analytical process (including data gathering) or the disclosure of the RAS results must be recorded.

Points i. and ii. above are addressed in Fitch Ratings’ Fee Agreement Rating Assessment Addendum template.












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In addition, for every RAS engagement, for which the lead Analyst is based in an EU-registered entity or a branch of an EU-registered entity, BRM must notify the Compliance Department via email (at [email protected]) as soon as Fitch Ratings has been engaged to conduct a RAS. This email notification is automatically generated by Salesforce and sent to the Compliance Department when Fitch Ratings’ RAS Fee Agreement is signed and returned to Fitch Ratings by the party requesting the RAS, and after the Fee Agreement is activated in Salesforce. If for some reason the RAS engagement is being contracted for by BRM outside of the Salesforce and CLM systems, once the RAS Fee Agreement is executed by the party requesting the RAS and returned to Fitch Ratings, the lead BRM relationship manager is responsible for notifying the Compliance Department via email (at [email protected]).

A RAS is not intended to be disclosed other than to the rated entity and their agents. They generally cannot be shared with third parties outside of Fitch Ratings. If a request for wider dissemination is received, line managers should contact the Credit Policy Group and Legal Department.

3.6 Required Regulatory Disclosure of Ratings where Public Rating Letter Signed (including where the Fee Agreement Offers a Public Rating as a Potential Output) but Rating Not Published Per Bulletin 7, BRM must disclose that an international credit Rating was solicited by an issuer or arranger on its website under the conditions described below, however the Rating itself will not be disclosed. BRM staff must refer to Bulletin 7 for specific details however several key elements of the Bulletin 7 are included in this Section 3.6.

Globally (including the EU)/Structured Finance (SF) This disclosure shall be made wherever Fitch Ratings is engaged to provide a public SF Rating using its International rating scale, irrespective of whether or not the issuer requests a final credit Rating from Fitch Ratings. SF transactions are to be shown on Fitch Ratings’ website by the first business day of the second month after the transaction has been publicly announced in order to avoid the risk of Fitch Ratings inadvertently disclosing confidential information with respect to pending market transactions. The final Rating will only be disclosed if assigned by Fitch Ratings.

SF BRM Process for Regulatory Disclosure: The EMEA SF BRM group is responsible for this disclosure process. EMEA SF BRM prepares a global list of SF transactions that were announced in the market in the prior month and prepares the monthly “Engaged to Rate Report”. The announcement date is typically the transaction launch date, or the date the transaction first becomes public (e.g. banker announcement, other rating agency’s presale).

o North America SF BRM uses the Qlikview report to run a list of U.S. and Canadian transactions by the Fee Agreement date in SF Work Center (SFWC) for Fitch Ratings’ rated transactions. For non-Fitch Ratings’ rated transactions, North America SF BRM researches the announcement date via banker announcements or other rating agencies’ presale reports.

o EMEA SF BRM uses the Concept ABS website to create a monthly list. This website contains transactions that are launched in Europe and some in Australia. The Concept ABS website enables EMEA SF BRM to see market activity and identify when deals are announced that Fitch Ratings was engaged on but did not rate.

o APAC and LATAM BRM research announcement dates via banker announcements or other rating agencies’ presale reports.

Each region sends their list to the EMEA SF BRM team where the lists are aggregated into a global file. When the global file is complete, EMEA SF BRM emails the file to BRM’s Corporate Communications Digital Media team for

posting to the Regulatory Affairs page of the Fitch Ratings’ website by the 1st of the following month (e.g. The month of May’s data is uploaded by 1st July, etc.)

EMEA SF BRM checks that the correct file is uploaded on the website by the 1st of the month, and notifies the Digital Media team if any changes or corrections are necessary.

EU registered CRAs (and their branches) — GIG This disclosure shall be made wherever any of Fitch Ratings’ EU-registered CRA (or their branches) is engaged to provide a public GIG Rating using its International Rating Scale, irrespective of whether or not the issuer requests a final credit Rating from Fitch Ratings. GIG transactions will be shown on Fitch Ratings’ website by the first business day of the second month

after Fitch Ratings becomes aware that the transaction has been publicly announced in order to avoid the risk of Fitch Ratings inadvertently disclosing Confidential Information with respect to pending market transactions.







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EMEA Public Finance BRM Regulatory Disclosure Process: GIG BRM maintains an ongoing list of Indicative Ratings issued by Fitch Ratings EU-registered CRAs and their branches, and also gathers information from available sources with regard to publicly announced transactions, normally in the form of arranger announcements or other CRAs’ statements/presale reports. Once an issuer for which Fitch Ratings has provided a Indicative Rating triggers one of the above referenced regulatory disclosure requirements, GIG BRM provides the name of the transaction (project) to Fitch Ratings’ Regulatory Data Team so they can include this entry into their regulatory reporting, and also notifies BRM’s

Corporate Communications Digital Media team so they can amend the disclosure list posted on the Regulatory Affairs page of Fitch Ratings’ website.

EU registered CRAs (and their branches) — non GIG and non-Structured Finance This disclosure shall be made wherever any of Fitch Ratings’ EU-registered CRA (or their branches) is engaged to provide a public corporate finance Rating (including, without limitation, international public finance) using its International rating scale, irrespective of whether or not the issuer requests a final Rating from Fitch Ratings. This disclosure shall be made in cases when Fitch Ratings becomes aware that another ESMA-registered CRA has published a Rating on the entity concerned. This disclosure is made the month after Fitch Ratings becomes aware that the Rating was publically announced. If Fitch Ratings does not become aware of the publication of such a Rating on the entity, Fitch Ratings will disclose on its website the fact that a Rating was provided to the issuer 12 months after Fitch Ratings originally disclosed it to the issuer.

EMEA Corporates BRM Regulatory Disclosure Process: During the first week of each month, EMEA Corporates BRM downloads a list of new Ratings that fall under the arrangement type ‘Indicative Rating’ and ‘Public Rating’ in the

Fee Arrangements system that were executed by Fitch Ratings in the prior month. The list is distributed to the applicable BRM relationship managers to ascertain when the Indicative Rating or Public Rating is expected to be delivered to the mandated party. After communication of the Indicative Rating, an issuer has 25 days to notify Fitch Ratings if they wish to publish the Rating. If the issuer advises Fitch Ratings that they want Fitch Ratings to publish the Indicative Rating, Fitch Ratings will then publicly disseminate the resulting Rating, and the Rating will become a publicly monitored Rating. If the issuer does not request that the Indicative Rating be made public within this timeframe, the Rating will be point-in-time only and apply only at the date of delivery or, in limited circumstances, and subject to Fitch Ratings’ approval, monitored on a non-public basis.

The list of delivered Indicative Ratings and public Rating engagements that have not been subsequently published by Fitch Ratings is sent out during the first week of each of the following months to the applicable relationship managers to review. Once an issuer for which Fitch Ratings has provided a Indicative Rating or for which Fitch Ratings was engaged for a Public Rating that was not subsequently published triggers one of the above referenced regulatory disclosure requirements, EMEA Corporates BRM provides the name of the transaction/issuer to Fitch Ratings’ Regulatory Data Team so they can include this entity in their regulatory reporting, and also notifies BRM’s Corporate Communications Digital

Media team so they can amend the disclosure list posted on the Regulatory Affairs page of Fitch Ratings website.

3.7 Development, Approval and Maintenance of Fee Schedules The development and ongoing review/updating of all fee schedules is the responsibility of BRM’s senior management, including the Global Head of BRM, the Global Product Heads, BRM’s Global Head of Revenue Management and his/her Global Revenue Management Group, and other senior BRM staff. The BRM Global Product Heads designate certain members of their groups, fee schedule administrators, to be responsible for the day-to-day maintenance and administration of their fee schedules.

o All fee schedules must be reviewed by the applicable BRM Global Product Head on an annual basis. Fee schedules may be amended more frequently if required.

o Fitch Ratings’ Bulletin 40 “Fees Policy” (Bulletin 40) must be consulted and applied where the primary analyst is based in a Fitch Ratings’ CRA registered under the EU CRA Regulation, or Branch of an EU-registered entity.

o Changes to fee schedules that are applicable to EU countries must be reported to ESMA within 30 calendar days from the effective date of such fee schedules. Fitch Ratings’ Regulatory Data Team is responsible for reporting such changes to ESMA.

o When developing or revising a fee schedule, BRM considers the following:

Current market conditions, and competitors’ pricing, to ensure fee schedules are relevant and reflect current market dynamics;




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Overall costs for the given asset class/region; Local law and regulatory requirements.

o When updating EU country fee schedules at calendar year end (e.g. 4Q 2017) to be used starting in the next calendar year (e.g. January 1, 2018), it is important to include the following language on such EU country fee schedules:

“The [2018] Fee Schedules apply to Fee Agreements entered into in [2018]; therefore, they are valid from January 1, [2018]. Please note, though, that because some Fee Agreements come up for renewal early in [2018], it may be the case that the Fee Schedules have received internal sign off by the autumn of [2017] so that they are available for the negotiations leading up to these renewals in [2018].”

o All new or amended fee schedules must be emailed to the [email protected] email in-box, by the applicable Global Product Head, the applicable fee schedule administrator, or the BRM’s

Global Revenue Management Group while copying the BRM Head of Policy and Operations.

The maintenance of all fee schedules is the joint responsibility of the BRM Global Product Heads along with their assigned fee schedule administrators, and the BRM Revenue Management Group, which work in collaboration with BRM’s Policy & Operations Group. The assigned fee schedule administrators, in collaboration with BRM’s Policy & Operations Group will:

o Maintain an inventory of all current fee schedules which includes the following:

Name of the fee schedule; Applicable Global Product Head; Applicable region and asset class; Date of last review and approval; Due date of the next review.

o Post all approved fee schedules in the “Fee Agreement Templates & Schedules” folder in the BRM Global Drive.

o Remove any inactive fee schedules from the “Fee Agreement Templates & Schedules” folder in the BRM Global Drive.

Notify the Regulatory Data Team when inactive fee schedules are removed from the BRM Global Drive.

o Notify the applicable BRM staff when new/revised fee schedules have been posted. o Notify the applicable Finance Department staff when new/revised fee schedules have been posted. o Notify the applicable Salesforce team staff when new/revised fee schedules have been posted, so that that

Salesforce team can update CLM. o Notify the applicable Regulatory Data Team staff (Max Zalaznick and Savitha Venkat) when any material

changes are made to fee schedules that are applicable to EU countries, including when such new/revised fee schedules are posted to the BRM Global Drive. Such notification must make it explicitly clear what changes were made to the fee schedules. When notified, the Regulatory Data Team must be provided the current fee schedule and the new fee schedule in Word doc. format.

Fee Schedule Storage Fee schedules are stored in the “Fee Agreement Templates & Schedules” folder in the BRM Global Drive. The fee schedule administrators for the various product groups are responsible for the day-to-day maintenance and administration of their groups’ fee schedules and for maintaining them in the “Fee Agreement Templates & Schedules”

folder in the BRM Global Drive.

Fee Agreements Fitch Ratings’ current Fee Agreement templates are stored in CLM. Microsoft Word versions of the current Fee Agreement templates are also are stored in the BRM Global Drive in a folder titled “Fee Agreement Templates & Schedules.” BRM staff members are expected to use the CLM system for all Fee Agreement and issuer engagement

needs. The Microsoft Word versions of the Fee Agreement templates, which are stored in the BRM global drive, are only expected to be used if the CLM system is not operational or in other extraordinary circumstances. Fee schedules are also stored in the BRM Global Drive in a folder titled “Fee Agreement Templates & Schedules.”




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Fitch Ratings’ current non-English language Fee Agreement templates are stored in CLM. Microsoft Word versions of the current non-English Fee Agreement templates are also are stored in the BRM Global Drive in a folder titled “Fee

Agreement Templates & Schedules” and in the subfolder titled “Fee Agreement Templates-Translations.” BRM staff is expected to use the CLM system for all non-English language Fee Agreement and issuer engagement needs. The Microsoft Word versions of the non-English language Fee Agreement templates, which are stored in the BRM Global Drive, are only expected to be used if the non-English language Fee Agreements are not available in CLM, if CLM system is not operational, or in other extraordinary circumstances.

The Fee Agreement templates are developed and updated as needed by Fitch Ratings’ Legal Department, in consultation with the Global Product Heads, BRM’s Head of Policy & Operations, and other senior BRM staff.

During engagement discussions with an issuer, BRM staff must use the most current Fee Agreement template and applicable fee schedule. For the engagement process with IPF entities, that often take the form of a request for tender and where Fitch Ratings’ Fee Agreement templates cannot be used, BRM staff should refer to Appendix 1 for guidance.

Changes to Existing Fee Agreement Template BRM staff may make changes to the commercial terms of the Fee Agreement templates. BRM staff are also permitted to make non-commercial (i.e. legal-related) changes to the Fee Agreements in accordance with the Legal Department’s

list of pre-approved changes. Fitch Ratings current Fee Agreement templates are stored in CLM. Microsoft Word versions of the current Fee Agreement templates are also are stored in the BRM Global Drive in a folder titled “Fee Agreement Templates & Schedules.” Any changes made to the commercial terms which are not on the list of pre-approved changes document require approval by the applicable Global Product Head and/or their designees. Fee Agreements must be signed by BRM employees, titled Director or above, who are based in the country of the Fitch Ratings legal entity issuing the Fee Agreement.

CLM users are permitted to make certain changes to the Fee Agreement templates, that are legal in nature, provided that such changes are on Fitch Ratings’ Legal Department’s list of pre-approved changes, and are available in the CLM’s “playbook”. If a CLM user makes changes to the Fee Agreement templates, that are legal in nature, but are not on Fitch Ratings Legal Department’s list of pre-approved changes and are not available in the CLM’s “playbook”, the user will not be able to generate an Fee Agreement for signature by an issuer unless an attorney in Fitch Ratings’ Legal

Department reviews such non-pre-approved changes, and approves them in CLM.

If for some reason a BRM staff member is not using CLM, and is working on an issuer engagement using the Microsoft Word versions of the current Fee Agreement templates, BRM staff may not approve changes to the Fitch Ratings’ Fee Agreement templates that are legal in nature unless such changes are included on Fitch Ratings’ Legal Department’s list of pre-approved changes. For any proposed changes to the Fee Agreement templates that are legal in nature, which are not on the list of pre-approved changes, BRM staff must submit such proposed changes via email to Fitch Ratings’ Legal Department for review and approval. The Legal Department’s approval must be in writing and sent back to the BRM submitter via email.

CLM users are permitted to make certain changes to the Fee Agreement templates that are commercial in nature. There are certain commercial changes that are stipulated in Fitch Ratings’ Legal Department’s list of pre-approved changes, and that are available in the CLM’s “playbook”, that require that an exception be filed and approved, per Section 1.2 herein, before the change is deemed acceptable (e.g. changes to Fitch Ratings’ EU limited liability clause). Additionally, if a CLM user makes changes to the Fee Agreement that are commercial in nature, that are not addressed in Fitch Ratings’ Legal Department’s list of pre-approved changes, and that are not available in the CLM’s “playbook,” the user will not be able to generate a Fee Agreement for signature by an issuer unless the appropriate Global Product Head, or his/her designee, reviews such non-pre-approved changes, and approves them in CLM.

The storage of Fee Agreement documentation generated and maintained in CLM meet BRM’s file maintenance and record keeping requirements stipulated in Section 9 herein. If for some reason a BRM staff member is not using CLM, and is working on an issuer engagement using the Microsoft Word versions of the current Fee Agreement templates, all related documents/files/data must be stored in accordance with Section 9 herein, this includes email approval requests and responses for non-preapproved changes to and from attorneys in Fitch Ratings’ Legal Department, and to and from

the applicable Global Product Head, or his/her designee.



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Legal Review

Fee Agreement executed by

Fitch and Sent to the Issuer via CLM

Changes to Legal terms?

Changes made are preapproved by Legal?

Commercial changes will affect Fitch?

Submit for Legal review and approval via CLM

Make the preapproved changes in CLM

Perform additional review Additional review not required

Send the updated Fee Agreement to the Issuer via CLM

Yes No

Yes YesNo No

Fee Agreement executed by Issuer and returned to Fitch via

CLM

Issuer proposes changes?

No

Document changesUpdate Fee Agreement in CLM

Fee / Discount changes Update Fee Table in CLM

Yes

Fee Agreement executed by Fitch and

Sent to the Issuer via CLM

Issuer agrees to changesNo

Yes



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Setting Individual Fees Fitch Ratings must ensure that the fees charged to issuers are non-discriminatory and are not dependent on any results of the ratings.

The starting point for setting any fee is the current fee schedule for the relevant asset class/region, which is stored in the “Fee Agreement Templates & Schedules” folder in the BRM Global Drive. BRM may negotiate individual fees consistent with standard market practice. Pricing may also vary depending on Fitch Ratings’ business position in any particular asset class or region.

When negotiating the fees, BRM must base the fees on objective factors to ensure that they are consistent across an asset class or region, and are non-discriminatory.

These objective factors include:

o indirect and direct costs; o the complexity of the issuer or issuance structure; o debt issuance volumes (debt outstanding and future issuance plans); o the region; o the market sector; o time frame of the service/product to be provided; o frequency of issuance; o competition.

Rating fees within the same sector and region should reflect the amount of analytical work or complexity, with the prospect of higher fees being charged for, among other reasons: more complex issuers or structures; high debt issuance volumes and short turnaround times.

Discount to Global Fee Schedules Subject to the requirements in Bulletin 40 that fees charged by Fitch Ratings’ EU-CRAs be non-discriminatory and cost-based, all offers for discounts with respect to any of Fitch Ratings’ fee schedule listed fees (excluding historical

programme fees) must be approved in CLM. Discount approvers with the appropriate title level must be selected in CLM as approvers for all discounts greater than 20%.

o Any BRM representative titled Director or above, responsible for negotiating a Fee Agreement, may at their own discretion offer and approve discounts of up to and including 20% (i.e. < or = 20%) from the relevant fee schedule.

o Any BRM representative titled Director or above, responsible for negotiating a Fee Agreement, may offer discounts greater than 20% (i.e. > 20%) from the relevant fee schedule.

o Discounts greater than 20% must be approved by a BRM employee whose title meets the title thresholds specified in the table above, however Senior Directors or above may not approve their own discounts that are greater than 20%.

In the event the CLM system is not operational, or in other extraordinary circumstances, a BRM staff member may seek a higher level discount approval by emailing his/her request to an appropriate titled BRM staff member while copying the [email protected] mailbox. For these purposes, the BRM staff member requesting discount approval is to use the “Discount Approval Request Email Template” on the following page, which can be found in the “Forms & Reports”

folder in the BRM Global Drive. If the relevant approver is in agreement with the discount being offered, the approver must respond to the email discount request by emailing his/her approval to the [email protected] mailbox, while copying the BRM staff member who made the request. If the BRM staff member requesting the discount approval is unable to use the “Discount Approval Request Email Template,” he or she may send a discount approval request email to

[email protected], and to the appropriately titled approver, provided that such email contains the following

Discounts Approvers

Discounts < or = 20% Sole approval by a Director or higher required Discounts >20% and < or = 40% Approval by a Senior Director or higher required Discounts >40% Approval by a BRM Global Product Head w/ title of MD, or the Global Head of

BRM required






24


information: i) name of the issuer, ii) applicable fee from the relevant fee schedule, iii) proposed fee, iv) proposed discount expressed as a percentage, and v) reason for the discount (see Section 3.7.5 Reasons for Deviations from Fee Schedule below).

Approvals should be made by employees of the same product group of the person requesting the approval, or by employees in the Global Revenue Management Group with the appropriate level. The discount approval process applies to engagements to rate new programmes. Acceptable reasons for offering and approving discounts are listed in this Section 3.7.5, under the sub-heading “Reasons for Deviations from Fee Schedule.”

BRM representatives titled Associate Director or below, prior to offering any discounts at their discretion or on behalf of a senior team member, must first request and be granted approval in writing from a manager with the appropriate title, by sending a request to [email protected]. The relevant approvers, if in agreement with the discount being offered, must respond to the discount request by emailing his/her approval to the [email protected], while copying the BRM staff member who made the request. For these purposes BRM representatives titled Associate Director or below are to use the “Discount Approval Request Email Template” on the following page, which can be found in the “Forms & Reports” folder in the BRM Global Drive. If a BRM representative titled Associate Director or below is unable to use the “Discount Approval Request Email Template”, he/she may send a discount approval request email to [email protected], and to the appropriately titled approver, provided that such email contains the following information: i) name of the issuer, ii) applicable fee from the relevant fee schedule, iii) proposed fee, iv) proposed discount expressed as a percentage, and v.) reason for the discount (see Section 3.7.5 Reasons for Deviations from Fee Schedule below). The relevant approvers, if in agreement with the discount being offered, must respond to the discount request by emailing his/her approval to the [email protected], while copying the BRM staff member who made the request.

Determining whether a discount limit threshold has been met is based on the highest discount % amongst any fees offered to an issuer. (For example, if a particular issuer’s Fee Agreement has a base fee discount of 15%, an issuance fee discount of 25%, and a hybrid fee discount of 50%, a Global Product Head’s approval is required, as the largest discount is greater than 40%).

If an issuer negotiates additional fee discounts post the initial discount approval, BRM staff must amend the Fee Agreement and related fee table in CLM to reflect the adjusted pricing. In these cases, BRM staff must consider the revised discount % for each particular fee(s) that are being adjusted, and again follow the steps outlined above in this Section 3.7.5 to ensure that proper discount authorizations are obtained.

Below is the template that should be used for requesting discount approvals. The “template can be found in the “Forms & Reports” folder in the BRM Global Drive.







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REASONS FOR DEVIATIONS FROM FEE SCHEDULE

1. Added as an optional additional Rating

2. Unsolicited to solicited

3. Match competitor pricing/quote

4. Entity´s Rating is based largely on explicit support

5. Rating of subsidiary or related entity within the group

6. Existing parent is divesting business

7. Rating required to support another entity

8. Fee Agreement in place covering a set number of transactions

9. Fee Agreement in place covering an indeterminate number of transactions over a fixed period

10. Issues relating to service standards

11. Building the Fitch Ratings franchise

12. Recent repeat transaction/regular issuer

13. Fee discount following notice or possible notice of cancellation of arrangement

14. Historical fees started from a lower base

15. Long standing historical relationship

16. Tender process

17. Other (Please provide a detailed explanation)



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Discount Approval Process for Discounts Needing a Higher level of Approval

Non-Specified Fees BRM staff must request Global Product Head, or his/her designee’s, approval before executing a Fee Agreement with an issuer that references fees that are not specified in BRM’s various fee schedules ("Non-Specified Fees"). To be clear, this must be done in all cases where BRM’s fee schedules do not state a specific fee for Fitch Ratings’ products or services and in cases where our fee schedules state that "fees are negotiable" or "fees are determined on a case by case basis."

Fee Agreement proposals that include Non-Specified Fee quotes must be approved in CLM. A Global Product Head, or his/her designee, must be selected in CLM as an approver for Fee Agreement proposals that quote Non-Specified Fees.

Fee Agreement Preparation

Fee Discount >20% ?

BRM Director or higher approvalBRM Senior Director or higher

approvalBRM Global Product Head or Global Head of BRM approval

Issuer agrees to the fees ?

Agreement Execution by both parties via CLM

Fee Discount >=40% ?

Note: Fee discounts being offered by BRM staff titled below Director require a

higher level of approval before being made. Such discount requests and

approvals/ rejections need to be emailed to

[email protected]

Fee quoted matches fee schedule?

No

Yes

NoNo

No

Yes

Yes

Yes



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In the event the CLM system is not operational, or in other extraordinary circumstances, a BRM staff member may seek Non-Specified Fee approval by emailing his/her request to a Global Product Head, or his/her designee, while also emailing the [email protected] mailbox requesting approval, the Global Product Head (or designee) must email his/her approval or rejection back to the BRM staff member making the request, while copying the [email protected] mailbox. The Revenue and Accounts Receivable Group is responsible for checking the mailbox to confirm that requests and approvals are obtained prior to billing for Non-Specified Fees.

3.8 Final Agreement Execution Once a Fee Agreement is executed, it must be saved in accordance with BRM’s file maintenance and recordkeeping

procedures (see Section 9: File Maintenance and Recordkeeping). CLM enables Fitch Ratings and its issuers to electronically sign (e-sign) Fee Agreements. Fee Agreements that are e-signed by Fitch Ratings and the issuer, and saved in Salesforce meet BRM’s file maintenance and recordkeeping requirements as specified in Section 9 herein. It is Fitch Ratings preference that Fee Agreements are e-signed and saved in Salesforce/CLM, and BRM staff must use best efforts to save all executed Fee Agreements in CLM/Salesforce going forward. As noted below, it is acceptable however for legacy (pre-CLM) Fee Agreements to be saved on Fitch Ratings’ BRM network drives and in the Finance

Department’s systems.

If for some reason a BRM staff member is not using CLM, and is working on an issuer engagement using the Microsoft Word versions of the current Fee Agreement templates, or if an issuer is unable to e-sign a Fee Agreement generated via CLM, such Fee Agreements may be hand signed. In the case of hand-signed Fee Agreements, after such Fee Agreement is executed by both Fitch Ratings and the issuer, the lead BRM staff member must upload the fully executed Fee Agreement to the Opportunity record in Salesforce, and check the ‘Wet Signature’ button.

The saving of executed Fee Agreements in the Finance Department’s Fee Arrangements, SAP systems or other systems also meets BRM’s file maintenance and recordkeeping requirements as specified in Section 9 herein. Storage of Fee Agreements must be in a place which is accessible to the Revenue and Accounts Receivable Group for the group to track the progress and verify the terms of the agreement.

Other than as provided for in this BRM PM, BRM staff may only instruct analytical staff to commence the rating process, per Section 6.2 herein, upon the receipt of a fully executed Fee Agreement from the issuer or any other party engaging Fitch Ratings. In cases other than as permitted in this BRM PM, when a fully executed Fee Agreement cannot be

Non-Specified Fees Approval Request E-Mail Template

SUBJECT: Non-Specified Fees Approval Request for [NAME OF ENTITY];

Dear [XXX],

I would appreciate your approval for the following Non-Specified Fees:

Issuer: [Name of Issuer]

Non-Specified Fees Amount: _________

Reason for Non-Specified Fees: ________________________

Please find attached the proposed fee table with all of the fee details.

If you agree with the proposed fees, please reply to me with your approval while also copying the [email protected] email in-box.





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obtained, the lead BRM relationship manager is required to file an exception request, per Section 1.2 herein, and be granted approval to be able to instruct the analytical staff to commence the rating process in the absence of a fully executed Fee Agreement.

All final Fee Agreements must be reviewed and signed by a BRM employee, titled Director or above and who are based in the country of the Fitch Ratings legal entity issuing the Fee Agreement. In certain local offices (e.g. Fitch Ratings Brasil LTDA), Fitch Ratings’ signatories must have the legal authority to sign on behalf of Fitch Ratings. In such local offices, final Fee Agreements must be reviewed and signed by a BRM employee, titled Director or above, and such person must also have the legal authority to sign on behalf of Fitch Ratings.

Fitch Ratings’ Revenue and Accounts Receivable Group has access to all Fee Agreements that are activated in CLM, and receive notification from CLM once a Fee Agreement is activated. See Section 7 for details.

Final Agreement Execution — International Scale Rating Engagements

Fee Agreements related to International Scale Ratings must be executed by Fitch Ratings, Inc., or certain of its foreign credit rating subsidiaries that are registered as a Nationally Recognized Statistical Rating Organization (NRSRO) by the United States Securities and Exchange Commission (SEC), under Section 15(E) of the Securities Exchange Act of 1934. These foreign credit rating subsidiaries are listed on Item 3 of Fitch Ratings’ SEC Form NRSRO, and can be

found on the Regulatory Affairs page of Fitch Ratings’ website at https://www.fitchratings.com/site/regulatory.

The current SEC Form NRSRO for Fitch Ratings, Inc. includes the following credit rating subsidiaries, along with their branch offices operating in other locations:

o Fitch Australia PTY, Limited: Established in Australia o Fitch Ratings Brasil LTDA: Established in Brazil o Fitch Ratings (Beijing) Limited: Established in China o Fitch France S.A.S.: Established in France o Fitch Deutschland GmbH: Established in Germany o Fitch (Hong Kong) Limited: Established in Hong Kong o Fitch Italia S.p.A.: Established in Italy o Fitch Ratings Japan Limited: Established in Japan o Fitch Mexico S.A. de C.V.: Established in Mexico o Fitch Polska S.A.: Established in Poland o Fitch Ratings Singapore PTE Ltd: Established in Singapore o Fitch Ratings España, S.A.U.: Established in Spain o Fitch Ratings Limited: Established in England o Fitch Ratings CIS Limited: Established in England

Fitch Australia PTY, Limited is organized under the laws of Australia, and includes the branch offices of this affiliate in Taiwan and Korea.

Fitch Ratings España, S.A.U. is organized under the laws of Spain, and includes the branch office of this affiliate in Sweden.

Fitch Ratings Limited is organized under the laws of the United Kingdom, and includes the branch offices of this affiliate in Dubai.

Fitch Ratings CIS Limited is organized under the laws of the United Kingdom, and includes the branch office of this affiliate in Russia.

When an Agreement Cannot be Executed Upon Fee Agreement Renewal and other Circumstances

Upon Fee Agreement renewals and in other circumstances (see Section 4.1), there may be cases where Fitch Ratings will request that an issuer execute a new Fee Agreement. (e.g. These instances may arise when Fitch Ratings wants to document our contractual relationship with an issuer in accordance with our most current Fee Agreement templates, or in cases where Fitch Ratings does not have a fully executed Fee Agreement in its files although rating services were previously provided.) In these cases, the responsible lead BRM relationship manager or the BRM Revenue Management Group’s renegotiation team must contact the issuer by phone and send the issuer the e-mail template below requesting that the issuer sign the Fee Agreement and return it to Fitch Ratings, or request that the issuer respond to Fitch Ratings via email evidencing their receipt and acceptance, at on or about 90 days prior to the current

https://www.fitchratings.com/site/regulatory



29


Fee Agreement’s expiration date. The text of the below email template may be modified by BRM as circumstances warrant. BRM should make at least three attempts to contact the issuer within this time period as follows:

1. BRM should contact each issuer, by both phone and email, on or about 90 days before the Fee Agreement expiry date. The email must include a reference to any fee changes, and to any material changes to the terms & conditions.

2. If the issuer does not respond to 1. above, BRM should contact the issuer, by both phone and email, on or about 60 days before the Fee Agreement expiry date. The email must include a reference to any fee changes, and to any material changes to the terms & conditions.

3. If an issuer does not respond to 1. or 2. above, then on or about 30 days before the Fee Agreement expiry date, BRM must make a final contact attempt by both phone and email stating that if the issuer does not reply by the Fee Agreement expiry date then Fitch Ratings will deem that our proposed fees and terms and conditions are accepted, and that the issuer will be billed on the due date, which is typically the month after the Fee Agreement expires. The email must include a reference to any fee changes, and to any material changes to the terms & conditions.

The above three contact attempts must be recorded as activities within Salesforce. The timing of these three contact attempts may be compressed if circumstances warrant. In addition, each of the emails must also be saved in Salesforce to evidence that the attempts were made. This Section 3.8.1 does not apply to tender agreements, for tender agreements see the guidance in Appendix 1.

BRM staff members shall retain any related outgoing and incoming correspondence in accordance with the file maintenance and recordkeeping requirements of Section 9 herein, and forward the executed Fee Agreement or e-mail confirmation when received back from the issuer to appropriate staff in the Revenue & Accounts Receivable Group.

Generally, Fitch Ratings’ Revenue and Accounts Receivable Group may not bill an issuer unless the billing is supported by an executed Fee Agreement, or an e-mail confirmation from the issuer. However, the Revenue and Accounts Receivable Group may bill an issuer if BRM attempts to contact the issuer requesting Fee Agreement execution at least three times, and if all such attempts go unheeded. In order to bill an issuer without an executed Fee Agreement or e-



30


mail confirmation from the issuer, the Revenue and Accounts Receivable Group must receive written confirmation from the applicable BRM staff member that these three contact attempts were made.

3.9 The Tender Engagement Process for Government Related Entities and for Local and Regional Governments (collectively, the "IPF Entities")

See Appendix 1.

3.10 The Engagement Process for Brazilian Public Sector Entities See Guidance Note # in PolicyTech.

3.11 U.S. Public Finance (USPF) Engagement Process for When a Fee Agreement Can Not Be Executed Occasionally, USPF BRM staff is faced with negotiating rating engagements for which Fitch Ratings’ standard Fee Agreement templates cannot be executed. In these cases, USPF BRM staff must negotiate these engagements in line with BRM’s current practices by using the USPF engagement template in CLM. They must use the USPF Engagement

Confirmation e-mail template below to document the issuer’s acceptance of the commercial terms of such engagement. This template email can be found in the “Forms & Reports” folder in the BRM Global Drive. USPF Engagement Confirmation emails may only be distributed to issuers or their designated agent by BRM staff titled Director or above. If BRM staff members need assistance in negotiating an engagement, they must consult their line manager and/or the Legal Department.

If USPF BRM staff process any engagements, and are not using CLM to do so, all such USPF Engagement Confirmation e-mails, in addition to the issuers’, or their designated agent’s, responses must be e-mailed to the dedicated USPF e-mail in-box at [email protected], and saved in accordance with BRM’s file

maintenance and recordkeeping procedures outlined in Section 9 herein. The Revenue and Accounts Receivable Group has access to the dedicated e-mail in-box for billing purposes.

USPF ENGAGEMENT CONFIRMATION EMAIL TEMPLATE

Date: [mm/dd/yr] Dear [Primary Contact], Thank you for requesting an [Insert Arrangement Type] for the [Insert Company Name] from Fitch. The Issuer agrees to pay Fitch the fees as set forth below: Fee for New Issue Rating Service: $ ____________ Annual Fee, if applicable: $ ____________ IF FOR AN INDICATIVE PRIVATE RATING (IPR) SERVICE ADD THE FOLLOWING: Fee for an IPR: $ ____________ *An IPR is valid for twenty five days upon communication to you and you agree to take reasonable steps to ensure that the IPR is kept confidential between Fitch, you and your agents, advisors, auditors and consultants. The fee for the IPR would be credited toward the public Rating fee. [Delete this section if N/A] Minimum Breakup Fee**: $ ____________ **The minimum breakup fee becomes effective once Fitch commences work on the assignment. [Delete this section if N/A] Payment of these fees is not contingent on the issuance or sale of the rated securities, your use of the ratings, Fitch’s issuance of a particular rating or any other work performed. Fees are due and payable within 30 days of your receipt of an invoice from Fitch. If the Issuer, or your firm on behalf of the issuer, is in agreement with the above, please accept below indicating such agreement. Work will commence after receipt of written agreement to the above terms. You should separately forward materials needed to provide the rating service directly to the analyst. Please let me know if you have any questions and thanks again for choosing Fitch Ratings. Best regards, BRM Contact Full Name (Director or above) [Fitch Signature] If you are in agreement please type “Accept” below. USPF Customer Acceptance [Issuer Signature]




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3.12 Requests and Engagements for Additional Work From time to time, Fitch Ratings is requested by issuers or their agents to perform additional work related to a rating service that was originally provided pursuant to a previously executed Fee Agreement. Examples of this include cases where issuers or their agents request a rating confirmation related to transaction amendments, debt refinancing, defeasances, new rating engagements under a master Fee Agreement; or for other reasons. From time to time, Fitch Ratings may also be asked by issuers to amend commercial terms/fees (for particular issuances, transactions, or other cases) where such commercial terms/fees had been agreed to pursuant to a previously executed Fee Agreement. In these situations, where BRM is not executing a new Fee Agreement for this additional work or to agree to changed commercial terms/fees, BRM must document this additional work engagement or changed commercial terms/fees with the issuer or its agents, by using the Amendment & Additional Work Addendum template, which is available in CLM. BRM staff must use the CLM system for all of their issuer contracting/engagement needs; however a Microsoft Word version of the Amendment & Additional Work Addendum is saved in the BRM Global Drive to be used in the event the CLM system is not operational, or in other extraordinary circumstances. The Microsoft Word version of the Amendment & Additional Work Addendum template saved on the BRM Global Drive is in the folder titled “Fee Agreement Templates & Schedules.”

When using an Amendment & Additional Work Addendum, it must be accompanied by a completed fee table, specifying the commercial terms, to be sent to the issuer for review and approval. BRM’s fee discount and Non-Specified Fee approval processes apply to these additional work engagements.

4 Fee Agreement Renewals 4.1 Overview

On a monthly basis, the Revenue and Accounts Receivable Group emails a list of Fee Agreements that have expired or are due to expire within the next 90 days (for all BRM groups that use the Fee Arrangements billing and invoicing tool) to the Global Head of BRM, the Global Product Heads, BRM’s Head of Global Revenue Management, BRM’s Head of

Policy & Operations, in addition to other BRM staff. The Global Product Heads are responsible for distributing the list to their appropriate staff. The starting point for setting any fee is the current fee schedule for the relevant asset class/region which is stored in the “Fee Agreement Templates & Schedules” folder in the BRM Global Drive. BRM should strive to complete the renegotiation process prior to the expiration of the existing Fee Agreement.

Fee Agreement renewals must follow the same guidelines and policies as the new Fee Agreement process, including the fee discounting process, and the review and approval by the Legal Department for non-preapproved changes to the Fee Agreement templates in the event a new Fee Agreement is being negotiated.

When a Fee Agreement is up for renewal, the BRM relationship manager lead or BRM’s renegotiation team must use best

efforts to determine that all Fee Agreement documentation is in proper order, including but not limited to: i) an executed Fee Agreement, ii) any applicable Fee Agreement addenda, and iii) confidentiality agreements (if applicable). Fitch Ratings’

confidentiality agreement templates are stored in the BRM Global Drive in the folder titled “Fee Agreement Templates &

Schedules” and in the subfolder titled “Confidentiality Agreements.” If any of the above issuer/transaction specific Fee Agreement documentation is not saved in the Opportunity record in Salesforce, such documentation must be stored and maintained in accordance with Section 9. File Maintenance and Recordkeeping herein.

Fee Agreement Renewals BRM should commence Fee Agreement renewal discussions on or about 90 days prior to the Fee Agreement expiry date. The timing of issuer-renewal related contact attempts may be compressed if business needs warrant. BRM staff should make at least three attempts to contact the issuer (as outlined in Section 3.8.1 above) within this 90 day period if an issuer is not responsive, and record each of the contact attempts as activities in Salesforce.

4.2 Re-Securitization Fee Agreement Renewals See Section 3.2.



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5 Solicitation Status 5.1 Overview

The solicitation status and commercial aspects of a rating relationship have no bearing on any aspects of assigning or maintaining a Rating, including analytical judgment, the frequency or quality of rating reviews, rating dissemination or the treatment of Confidential Information. BRM is responsible for implementing the solicitation status disclosure requirements for public Ratings as outlined in Bulletin 14 Rating Solicitation and Participation Disclosure Policy (Bulletin 14).

5.2 BRM Solicitation Tool BRM uses the “BRM Solicitation Tool” to initially record the solicitation status for newly published Fitch Ratings’ rated issuers or issuances, and to maintain the solicitation status for issuers and issuances going forward. The BRM Solicitation Tool is not used for Structured Finance issuers and issuances, since Structured Finance automatically are assigned solicited status by Fitch Ratings’ systems. The BRM Solicitation Tool v1.0.0 User Guide can be found on the BRM Global Drive. A limited number of BRM staff (solicitation tool administrators), covering the four geographic regions of NA, EMEA, LatAm, and APAC, have access to the BRM Solicitation Tool. The BRM Head of Policy & Operations must authorize each solicitation tool administrator’s access to the BRM Solicitation Tool via Hitachi Identity Manager. A log of solicitation tool administrators is available in Hitachi Identity Manager.

5.3 Assigning Initial Solicitation Status and Ongoing Solicitation Status Maintenance BRM is responsible for maintaining the solicitation status for issuers or issuances upon the initiation of rating coverage. The BRM Solicitation Tool automatically defaults to solicited status for all issuers and issuances. In the case of the issuance of a new unsolicited Rating(s), or in the case of an issuer converting from solicited to unsolicited, it is the responsibility of the BRM staff to notify the appropriate BRM personnel (as specified below) prior to the publication of the new unsolicited Rating(s), or to update the solicitation status of the existing Ratings, in order to make the necessary change in the BRM Solicitation Tool. Notification of a new or a converted unsolicited Rating(s) must be sent to the following:

o the [email protected] e-mail inbox, o the appropriate solicitation tool administrator, o the applicable Group Product Head, and, o the [email protected] email inbox.

All BRM staff, including the solicitation tool administrators, are also responsible for the accuracy and ongoing maintenance of issuers’ and issuances’ solicitation status. It is the responsibility of all BRM staff to promptly notify the

appropriate BRM personnel when they become aware of any change or inaccuracy in the recorded solicitation status of a particular issuer or issuance. In these instances the BRM staff members must send an email notification to the e-mail inboxes and persons specified above.

5.4 Review of Solicitation Status On a quarterly basis, BRM’s Policy & Operations Group, along with a select team of designated regional BRM staff members, must conduct a solicitation status review to check for accuracy and completeness of the recorded solicitation status information. Following this review, BRM’s Policy & Operations Group must prepare a solicitation status review summary report and provide this report to the Global Head of BRM, the Global Product Heads, the Chief Operating Officer, the Global Rating Policies & Publishing Group, and the Global Operations Management Group, in addition to e-mailing the report to the [email protected] e-mail inbox. This summary report must include, among other items, a log of any solicitation status inaccuracies identified in the review and information on the resolution of any inaccuracies identified in the preceding quarterly review. If any solicitation status inaccuracies are identified during the review, BRM’s Policy & Operations Group must promptly notify the applicable solicitation tool administrator and his/her managers of the findings, with instructions to correct the inaccuracies in the BRM Solicitation Tool, and to identify the reasons for such inaccuracies. The appropriate Global Product Head, the Global Rating Policies & Publishing Group, and Global Operations Management must be copied on these e-mails to the solicitation tool administrators regarding solicitation status inaccuracies.








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5.5 Solicitation Status Following Fee Agreement Expiry Maintain Solicited Status

BRM may maintain an issuer’s or issuance’s solicitation status for up to 120 days after an issuer’s Fee Agreement expires provided that BRM reasonably expects the Fee Agreement to be renewed during this 120 day period. If the issuer’s Fee Agreement is not renewed during this initial 120 day period, and if the lead BRM representative wishes to maintain an issuer’s or issuance’s solicitation status for an additional 120 day period, he/she must e-mail the applicable Global Product Head for approval, in addition to e-mailing the approval request to the [email protected] e-mail inbox. This e-mail notification must contain the following information:

o Name of the issuer; o Fee Agreement expiration date; o Anticipated Fee Agreement renewal date; o Reason(s) why the anticipated Fee Agreement renewal did not occur during the initial 120 day period; o Reasons for the anticipated Fee Agreement renewal.

If the issuer’s Fee Agreement is not renewed during this second 120 day period, and if the lead BRM representative wishes to maintain an issuer’s or issuance’s solicitation status for an additional 120 day period, he/she must again e-mail the applicable Global Product Head for approval, in addition to e-mailing the approval request to the [email protected] e-mail inbox. Such email must contain the same information requirements as bulleted above.

If the applicable Global Product Head is in agreement with the continued solicitation status, he/she must respond to the request by emailing the [email protected] e-mail inbox confirming his/her agreement while copying the requesting BRM staff member.

In these cases, if Fee Agreement renewal negotiations are expected to take longer than an approved 120 day period, and if the lead BRM representative wishes to maintain an issuer’s or issuance’s solicitation status, he/she must continue

to follow the email approval process outlined above until the renewal negotiation is completed.

On a monthly basis the Finance Department’s Revenue & Accounts Receivable Group’s circulates a report to BRM senior management and others, of all Fee Agreements that are due to expire in the upcoming three months, in addition to an inventory of all Fee Agreements that are overdue based on their renegotiation dates as entered in Fee Arrangements.

Convert to Unsolicited Status

If the issuer’s Fee Agreement is not renewed during any approved 120 day period, and if the lead BRM staff member for such issuer or issuance does not wish to maintain the issuer’s or issuance’s solicitation status, and wishes to convert the issuer’s or issuance’s status to unsolicited, he/she must e-mail the applicable Global Product Head for approval, in addition to e-mailing the approval request to the [email protected] e-mail inbox. This e-mail notification must contain the following information:

o Name of the issuer; o Fee Agreement expiration date; o Reason(s) why the lead BRM relationship manager proposes converting a previously solicited relationship to

unsolicited status instead of proposing a Rating withdrawal. (Typical reasons for maintaining unsolicited Ratings include: plurality of ratings, increased coverage, participation in bond indices, or use in the rating process.) BRM staff must use best efforts to ensure solicitation status accuracy.

If the applicable Global Product Head is in agreement with the conversion to unsolicited status, he/she must respond to the request by emailing the [email protected] e-mail inbox confirming his/her agreement while copying the requesting BRM staff member. In these cases, any decision to convert a Rating from solicited to unsolicited may only be made if a Managing Director in the relevant analytical group confirms in writing that the analytical group will continue to have access to sufficient information to maintain the Rating. The written confirmation from the analytical group must be retained by BRM in in accordance with BRM’s file maintenance and recordkeeping procedures per

Section 9 herein, and also forwarded to the [email protected] e-mail inbox.









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Once Global Product Head approval and analytical group confirmation is received, the lead BRM staff member must send an e-mail notification to the applicable solicitation tool administrator instructing the solicitation tool administrator to change such issuer’s or issuance’s status to unsolicited.

Rating Withdrawal

Following an issuer’s Fee Agreement expiry, BRM may also decide to withdraw the Rating. In these cases, the procedures set forth in Section 6.3 must be followed.

5.6 Solicitation Status Following Issuer Cancellation Notice If an issuer provides Fitch Ratings with a Fee Agreement cancellation notice, BRM may:

o Maintain Solicited Status: Maintain the status as solicited until the current fee arrangement comes to an end.

o Convert to Unsolicited Status: If an issuer provides a cancellation notice, and if the lead BRM staff member for such issuer or issuance does not wish to maintain the issuer’s or issuance’s solicitation status,

until the expiry of the current Fee Agreement, and proposes to convert the issuer’s or issuance’s status to

unsolicited, he/she must follow the ‘Convert to Unsolicited Status’ procedures specified in Section 5.5 above. o Rating Withdrawal: Following receipt of an issuer’s cancellation notice, BRM may also decide to withdraw

the Rating. In these cases, BRM must follow the ‘Rating Withdrawal’ procedures specified in Section 6.3

below.

5.7 Change of Solicitation Status from Unsolicited to Solicited In the case of unsolicited Ratings, such Ratings may be converted to solicited Ratings if Fitch Ratings and the issuer enter into a Fee Agreement for such Ratings, or if the rated entity/issuer or related third party requests that Fitch Ratings maintain such Ratings per Section 5.1 above.



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Solicitation Status

Solicitation Status Determination

Are the ratings being assigned or maintained at the request of the rated

entity/ issuer or a related

third party?

Solicited- “The ratings above were solicited by, or on behalf of the Issuer”

Notify the following of unsolicited status: Solicitation Tool Administrator Applicable Global Product Head Email [email protected] Email [email protected]

Solicitation Status disclosed in the Rating Action Commentary

Yes No

Unsolicited



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6 Interacting with the Analytical Rating Groups 6.1 Overview

BRM interacts with the analytical groups to notify them to begin analytical work for both solicited and unsolicited Ratings, and at times to notify the analytical groups of a proposed rating withdrawal. Per Bulletin 2 Section 2.1.1 therein, the rating process is initiated when a member of BRM communicates via the approved BRM email template, as described below, to the analytical group that Fitch Ratings has been mandated to provide a new Rating or that BRM communicates to the analytical group to initiate rating coverage. These communications must be in email form.

The decision to initiate rating coverage, or maintain rating coverage, on an unsolicited basis resides with BRM, and must be approved in writing by the applicable Global Product Head, who must e-mail his or her decision to: i) the Global Head of BRM; ii) the lead BRM relationship manager; iii) BRM’s Head of Policy & Operations, while copying the [email protected] e-mail inbox. In making this determination, BRM may consider input and recommendations from members of the applicable analytical team; provided that BRM may only decide to initiate or maintain rating coverage on an unsolicited basis if a Managing Director in the relevant analytical group confirms in writing that the analytical group will have, or continue to have (as the case may be), access to sufficient information to initiate and maintain the Rating.

6.2 Notifying Analysts to Begin Rating Process When an issuer, or their agent, returns a signed Fee Agreement to BRM via CLM by way of e-sign, the BRM lead is responsible for marking the Fee Agreement as “Activated” in CLM, which in turns sends the analytical staff a system-generated email notification to commence work. In North America CMBS however, the BRM lead is responsible for marking the Fee Agreement as “Activated” in CLM once Fitch Ratings has been fully hired. If an issuer, or their agent,

returns a hand-signed Fee Agreement to BRM, the BRM lead is responsible for uploading the hand-signed Fee Agreement to the Fee Agreement record in Salesforce, and marking the Fee Agreement as “Activated” in CLM, which in

turns sends the analytical staff a system generated email notification to commence work. If for some reason BRM staff are unable to activate a Fee Agreement in CLM, after a fully executed Fee Agreement is returned by an issuer, or their agent, BRM staff is to use the “Notice to Analytical Staff to Commence Work Email Template” below, which can be

found in the “Forms & Reports” folder in the BRM Global Drive. If, due to regulatory requirements, a specific business group in a region has to modify the template to accommodate such regulatory requirements, such change may be made after approval from the applicable Global Product Head and the Legal Department.

If BRM staff members are unable to mark any Fee Agreement as activated in CLM, or use the “Notice to Analytical Staff

to Commence Work Email Template”, BRM must communicate with the analytical staff via e-mail, the substance of which addresses the key contents of the “Notice to Analytical Staff to Commence Work Email Template”.

NOTICE TO ANALYTICAL STAFF TO COMMENCE WORK

Dear [name of analytical group sector head, or other applicable person]:

The following rating(s) have been requested from Fitch. Please commence the analytical work for the entity/transaction listed below. The main contact details are also provided:

Name of Company: __________

Agreement Name: __________

Region: __________

Product Line: __________

Key Issuer Contact: __________

Name: __________

Job Title: __________

Company Name: __________

Company Address: _____________________________________________________________________





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6.3 Withdrawal of Ratings for Commercial Reasons In some instances, BRM may request an analytical group to withdraw a public or private Rating, for commercial reasons, per Bulletin 2 Section 5.8.4. therein. In these cases, the decision to withdraw a Rating may only be made if a Managing Director in the relevant analytical group confirms in writing that such Rating does not serve as a key input to any other outstanding Ratings, and if it is approved in writing by the applicable Global Product Head. The written confirmation from the analytical group Managing Director and written approval from the applicable Global Product Head must be retained by BRM in accordance with BRM’s file maintenance and recordkeeping procedures per Section 9. herein. BRM staff shall complete the ratings withdrawal process by initiating termination of the Fee Agreement in CLM. If for some reason the ratings withdrawal process is being performed outside CLM, BRM staff must copy the [email protected] e-mail in-box on all withdrawal requests to the applicable Managing Director in the relevant analytical group and to applicable Global Product Head. The analytical Managing Director’s and Global

Product Head’s responses must also be copied to the [email protected] e-mail in-box.

Following receipt of this written confirmation and approval, BRM staff should notify the issuer of the upcoming ratings withdrawal and send an email to the applicable analytical group using the “Rating Withdrawal Email Template” below, to

notify them to begin the rating withdrawal process, while copying the applicable Global Product Head and Managing Director in the analytical group. The "Rating Withdrawal Email Template" can be found in the Forms & Reports folder in the BRM Global Drive. If BRM staff members are unable to use the “Rating Withdrawal Email Template,” BRM must

communicate with the analytical staff via e-mail, the substance of which addresses the key contents the “Rating Withdrawal Email Template”.

Arrangement Type: __________

Private / Public: __________

Primary Product Type: __________

Rating Scale: __________

Management Meeting: __________

Arranger Contact: __________

Name: __________

Job Title: __________

Company Name: __________

Company Address: _____________________________________________________________________

Phone Number: __________

Email Address: ____________________

Expected date of delivery of rating: ____________________

Additional Details / Comments: __________________________________________________________

SF Transaction ID: ____________________

*For SF and SC Deals- Please advise which analyst will be working on this transaction and will need access to the 17g5 site

Thank you.

Owner

*Note: If this Commence Work Notification is related to a Bulletin 10 Disclosable Interest, with respect to a Private Rating, analytical staff are reminded to make the required Bulletin 10 Firewall Policy disclosures in the relevant Rating Letter and any subsequent Rating Action Letter.






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Only Fitch Ratings’ analytical groups can perform a rating withdrawal. Fitch Ratings reserves the right in its sole discretion to withdraw or maintain any Rating at any time for any reason it deems sufficient. Ratings are subject to analytical review and change up to the time Fitch Ratings withdraws the Ratings.

30 Day Notice to Withdraw Per Section 5.8.4 of Fitch Ratings’ Bulletin 2, Fitch Ratings may in some circumstances publish a Non-Rating Action Commentary (NRAC) that gives 30 days’ notice of Fitch Ratings’ intention to withdraw a Rating or Ratings for commercial reasons.

This process is initiated and performed by BRM. A 30 Day Notice to Withdraw Non-Rating Action Commentary (NRAC)6 template, which is to be published at the start of the 30 day period, is maintained by BRM’s Policy & Operations Group,

and can be found in the Forms & Reports folder in the BRM Global Drive. A rating committee by the applicable analytical group is not required to publish this notice.

It is BRM’s responsibility to determine when to issue a 30 Day Notice to Withdraw NRAC. In these cases, the decision

to withdraw a Rating and to issue a 30 Day Notice to Withdraw NRAC may only be made if it is approved in writing by the applicable Global Product Head and if a Managing Director in the relevant analytical group confirms in writing that such Rating does not serve as a key input to any other outstanding Ratings. The BRM Global Product Head’s written

approval and the written confirmation from the analytical group must be retained by BRM in accordance with BRM’s file

maintenance and recordkeeping requirements of Section 9 herein.

Withdrawal: After the end of the 30 day period and if the Rating is to be withdrawn, BRM must instruct the analytical group to withdraw the Rating. BRM’s instructions to the analytical group to withdraw a Rating must follow the process outlined in Section 6.3 above. Rating withdrawals are performed by the analytical groups, and are not performed by BRM.

No Withdrawal: If BRM determines that a Rating is not to be withdrawn at the end of or during the 30 day period, BRM must publish an NRAC that contains the following language: "Following the [NRAC] of [date], Fitch Ratings has reviewed its previous intention to withdraw rating coverage of [name of Issuer], and opted to continue rating coverage until further notice7." A rating committee by the applicable analytical group is not required to publish this notice.

6 Operationally the BRM Group does not have the ability to issue NRACs. As a result, the BRM Group must coordinate its NRAC issuance with the applicable analytical group, and the analytical group will be responsible for issuing the NRAC on BRM’s behalf. For the avoidance of doubt, although the analytical group will assist BRM in the NRAC publication process, the responsibility to issue an NRAC resides with BRM, and only BRM staff members may be listed as contacts on the NRAC. 7 See footnote #7

Rating Withdrawal Email Template

Dear [name of analytical group sector head, or other applicable person]:

Following internal discussion and consideration, BRM has decided that the following rating(s) should be withdrawn for commercial reasons.

[Insert name], BRM Global Product Head has approved this withdrawal in writing.

[Insert name], Managing Director of [Insert analytical group name] has confirmed in writing that such rating does not serve as a key input to any other outstanding ratings.

We are requesting your assistance in completing the process, and to please complete the required analytical work. The issuer has been informed of the rating withdrawal. Should you require any further information the main contact details are listed below. Please do not hesitate to contact me with any questions.

Name of Company: __________

List of Ratings to be withdrawn: __________

Key Contact: Name, Job Title, Phone Number and Email address

Thank you,

[Insert Your Name]




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6.4 SEC Rule 17g-5 Considerations for Structured Finance Rule 17g-5 of the Securities Exchange Act of 1934 mandates that Nationally Recognized Statistical Ratings Organizations manage (or refrain from altogether) conflicts of interest in a way that ensures the integrity of the credit rating system. The intent of the rule is to address a perceived conflict of interest that arises from a Structured Finance issuer paying for a Rating by enabling rating agencies ‘not hired’ by an arranger to rate a Structured Finance transaction

by giving them access to the same information as the ‘hired’ rating agency. The rule applies to an issuance, where the rated obligor or issuer is a US person, or where the issuance will be offered and sold into the U.S., of an initial structured finance credit rating that uses Fitch Ratings’ international rating scale.

To comply with the rule, Fitch Ratings maintains a password-protected 17g-5 website (17g5.fitchratings.com/17g5web/), which contains the following information for each new Structured Finance transaction, subject to the rule, for which Fitch Ratings is engaged to rate:

o The name of the arranger; o The type of security; o The date the rating process was initiated; o The website address where the arranger is posting all relevant transaction information.



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17g-5 Process for SF Issuers — For US Issuers or Issuances Offered in the U.S.

BRM sends Issuer Fee Agreement and SF Rule 17g-5 Addendum via CLM

Issuer executes Fee Agreement and SF Rule 17g-5 Addendum via CLM

Have the required 17g-5 details been filled out?

Send it to Issuer to fill out required details

BRM will:1. Select the SEC Rule 17g-5 eligible box in the BRM Tool for GWC2. Enter the Fee Agreement’s return date (or “back date”) into the BRM Tool for GWC3. Input the name of the Issuer and the URL into the BRM Tool for GWC

Requisite 17g-5 information swept nightly from the BRM Tool for GWC to Fitch’s 17g-5

website17g5.fitchratings.com/17g5web/

No

Yes



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6.5 Investor Development Team Communications BRM’s Investor Development (ID) team may periodically provide information, consistent with Fitch Ratings’ policies and

procedures, to Fitch Ratings personnel in other groups, including analytic groups, concerning credit focused interactions with investors. Such information may be gathered at: seminars, roundtables, conferences, during telephonic or in-person meetings, and through email exchanges, among other venues and means.

The Global Head of ID (or his/her delegate) is responsible for the production, review and dissemination of investor highlight communications. BRM’s ID teams across each of the regions forward information from their region to the Global Head of ID. The Global Head of ID then determines the content which may be distributed to senior management (see “Dissemination of Email” Section 6.5.1 below) consistent with Fitch Ratings policies and procedures.

To ensure compliance with relevant regulations and Fitch Ratings’ policies and procedures, the ID team is responsible for adhering to the following process:

Attestation:

o The Global Head of ID must attest that he/she has consolidated and reviewed the investor outreach information to be distributed to analytic staff consistent with the guiding principles set out in this Section 6.5.

The Global Head of ID must include the following text in the email and copy ‘EU Criteria Reporting’ on the

email distribution: “the content of this communication email conforms to the requirements of Section 6.5 of Fitch Ratings’ Bulletin 2A – Business Relationship Process Manual”. The ID team must retain these email distributions and related attestations so that they are readily accessible at all times.

Dissemination of Email:

The Global Head of ID sends the email to a distribution list which includes only:

o Senior Analytical Global Group Heads. o Senior Credit Officers. o Senior Staff of Fitch Information Services. o Heads of Research. o Credit Market Research. o Global Business Relationship Management. o The Compliance Department.

Permitted Topics For Inclusion:

o Publicly available information [e.g. information previously published in a Rating Action Commentary (RAC), research report or otherwise available in the public domain].

o General topics relating to the relevant market or industry. o General topics relating to CRAs, publicly available information relating to competitors such as new or revised

criteria. o Country level financial information such as GDP, trade balances. o Feedback from investors relating to Fitch Ratings’ regarding Ratings and research. o Feedback on Fitch Ratings’ criteria. o Investor viewpoints.

Items prohibited from Inclusion:

o Commercial matters – including revenue discussions, fees and fee schedules. o Fitch Ratings’ market share relative to other CRAs, if not otherwise publicly available.8 o Positive or negative business implications related to an issuer’s or entity’s particular Rating.9 o Material non-public information. o Legal and regulatory topics considered at that time to be non-public information. o Investors commenting directly on Fitch Ratings’ and other CRA’s market share.

8 It is possible that an investor may initiate a discussion about non-public market share information through one of the investor outreach meetings (or modes of communication). This information should not be discussed whilst an analyst is present. 9 Investors may discuss the spread effect of a specific rating action – this should not be commented on by Fitch Ratings with analysts present.




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o Suggestions that Fitch Ratings should reach out to issuers at risk of a downgrade by a competitor. o Investor expressions of interest in subscriptions to Fitch Ratings’ research.

7 Interacting with the Revenue and Accounts Receivable Group 7.1 Overview

Issuer billing and collection requires the coordination of BRM, the analytical groups and the Revenue and Accounts Receivable Group. The analytical groups complete the work and publish the Rating. This publication automatically triggers a notification to the Revenue and Accounts Receivable Group to bill the issuer (in cases where payment was not received upon execution of the Fee Agreement). For non-public Ratings, BRM is notified by analysts when the work has been completed, and BRM in turn notifies the Revenue and Accounts Receivables Group to issue the invoice. The Revenue and Accounts Receivable Group relies on BRM to approve terms of the agreement such as the commencement and completion dates, additional services provided or any approved discounts.

7.2 Reconciliation of Fee Arrangements Once a Fee Agreement has been signed by both Fitch Ratings and the issuer, and marked as ‘Activated’ in CLM (see

Section 6.2) CLM automatically triggers a notification email to the Revenue and Accounts Receivable Group to review the executed Fee Agreement in CLM. The Revenue and Accounts Receivable Group is then responsible for entering the engagement details and saving the executed Fee Agreement in Fee Arrangements (FA), SAP or other finance system. The Fee Agreement and fee table templates can be found in CLM or in the “Fee Agreement Templates &

Schedules” folder in the BRM Global Drive.

Fee Arrangements Invoicing Process For BRM groups that use FA (which are all groups other than Structured Finance and Public Finance), FA sends at the beginning of each month an automated email for recurring fees to each lead BRM relationship manager, detailing the list of fees to be issued during the given month. The lead BRM relationship manager is responsible for responding back to this email to the relevant person in the Revenue and Accounts Receivable Group with their comments on what fees should be billed, and what fees should be postponed to a future date. For fees to be billed, the Revenue and Accounts Receivable Group will prepare an invoice request form (IRF) within FA, which will automatically send an email notification to the relevant lead BRM relationship manager indicating that an IRF is pending their approval. To approve the IRF, the lead BRM relationship manager must access FA and accept or reject the fees. If the lead BRM relationship manager rejects the fees, he/she must provide an explanation for his/her rejection. Once an IRF has been accepted, this triggers the Revenue and Accounts Receivable Group to prepare and send the invoice to the issuer.

In the case of Structured Finance and U.S. Public Finance, which do not use FA, the Revenue and Accounts Receivable Group manually sends these teams excel reports at the beginning of each month detailing the list of fees to be issued during the given month, with the lead Structured Finance or U.S. Public Finance BRM relationship manager being responsible for responding to the relevant person in the Revenue and Accounts Receivable Group (via email or verbally) with their comments on what fees should be billed, and what fees should be postponed to a future date.

In the case of fee discounts that require a higher level of approval, per Section 3.7.5 herein, a second IRF will be generated from FA, and sent to the applicable approver in the same fashion as described above. In these cases, the Revenue and Accounts Receivable Group will only send the invoice to the issuer when both approvers have approved the IRF.

7.3 Invoice Discount/Cancellation and Credit Note Approval To request the full discount/cancellation of an invoice and/or the issuance of a credit note (i.e. no payment of an invoice expected), BRM must contact the Revenue and Accounts Receivable Group and provide a detailed reason for the request. Invoice discount/ cancellation and credit note issuance requests equal to or greater than USD 25,000.00, or the equivalent amount in another currency, must be made by, or approved by, a BRM Global Product Head with a title of Managing Director, or the Global Head of BRM. Invoice discount/cancellation and credit note issuance requests less than USD 25,000.00, or the equivalent amount in another currency, can be made by, or approved by, any member of BRM titled Director or higher. If after a newly executed engagement an issuer negotiates additional fee discounts post invoicing, and the initial invoice is cancelled, and reissued for a lesser amount, BRM staff must amend the Fee Agreement and related fee table to reflect the lower pricing. In these cases, BRM staff must consider the revised total



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discount % for each particular fee(s) that is being adjusted, and follow the discount approval steps outlined in Section 3.7.5 herein to ensure that proper discount authorizations are obtained.

All such invoice cancellation and credit note issuance requests and approvals must be made via e-mail to the Revenue and Accounts Receivable Group, and also e-mailed to the [email protected] e-mail inbox. Such requests must include the following information:

o Name of issuer; o Invoice amount; o Credit amount; o Reason(s) for the invoice cancellation, or credit note issuance.

For the BRM groups that use FA, this information must be documented in FA by the Revenue and Accounts Receivable Group.

All invoice cancellation or credit note issuance approvals must be e-mailed by the approvers to the [email protected] e-mail inbox, while copying the requesting BRM staff member.

This Section 7.3 does not apply to:

o invoice cancellations resulting from the correction of clerical errors (for example: incorrect address, incorrect contact person, incorrect amount entered, etc.) which are re-billed.

8 Complaints Management 8.1 Overview

Fitch Ratings’ Bulletin 25 “Complaints Handling” (Bulletin 25) outlines the process for handling and resolving complaints received by Fitch Ratings’ employees.

Fitch Ratings maintains a Complaint Log, which is a database used by Fitch Ratings to record complaints. The BRM Log is a sub-section of the Complaint Log database that BRM uses to log complaints received by BRM, and is restricted to employees in the Compliance Department, Legal and BRM.

8.2 Complaint Handling BRM staff must refer to Bulletin 25 for specific details, however the following general requirements apply to the handling of complaints:

Any BRM employee who receives an expression of dissatisfaction that appears to be a complaint, shall promptly refer it to BRM’s Head of Policy and Operations and the applicable Global Product Head (the “responsible Managing Directors”). The responsible Managing Directors shall assess whether the communication meets the definition of a complaint. If so, BRM’s Head of Policy & Operations, or another applicable Managing Director, must promptly log the complaint into the BRM Log. BRM’s Policy & Operations Group will work with the relevant support or control functions to investigate and

resolve the complaint. Otherwise, the responsible Managing Directors should handle the matter as per Footnotes 1 or 2 of Bulletin 25.

As the primary point of contact with market participants and the public, BRM may receive complaints that are not directly attributable to actions or omissions of BRM employees. In such cases, BRM shall consult with the Credit Policy Group (CPG) or the Compliance Department for guidance as to which of these two groups should be responsible for the review and handling of the complaint. BRM employees and their managers may not individually or unilaterally investigate or resolve complaints. Rather, they must promptly engage with the relevant support or control function.

For other expressions of dissatisfaction brought to the attention of BRM by a third party that fall outside the definition of a complaint (e.g., good faith disputes over payment of fees), BRM shall consult with CPG, the Compliance Department, the Legal Department, Human Resources Department or senior BRM management as may be appropriate, as to the manner in which the matter should be addressed.








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9 File Maintenance and Recordkeeping 9.1 Overview

BRM’s file maintenance and recordkeeping procedure addresses the filing and retention of documents used or created

in support of the BRM process. These documents include but are not limited to materials used in the marketing of Fitch Ratings’ services as well as documents created in support of the engagement process. The retention periods for BRM-related documents are specified in Section 9.3 below.

9.2 General Guidelines BRM Network Drives

Unless noted otherwise, all documents/files/data required for retention must be stored in accordance with BRM’s file

maintenance and recordkeeping procedures as stipulated in this Section 9. BRM staff must retain all required documentation on their respective group’s Fitch Ratings’ network drives. All Fee Agreements created, executed and saved via CLM meet the file maintenance and record keeping requirements in this Section 9. For Fee Agreements executed prior to the launch of CLM, the storage of these Fee Agreements on the Revenue and Accounts Receivable FA, SAP or other finance systems meet the file maintenance and recordkeeping requirements for these documents. BRM staff may maintain duplicate copies of such information in BRM’s various applications/systems. To the extent that the legal or regulatory requirements of any jurisdiction in which Fitch Ratings is located are inconsistent with any provision of this Section 9. Fitch Ratings’ personnel located in such jurisdiction shall comply with the requirements of the local jurisdiction.

BRM Global Drive

BRM maintains the BRM Global Drive to store various globally applicable forms, templates and reports as described in this BRM PM. Additionally, the BRM Global Drive is used to store BRM’s Fee Agreement templates and fee schedules.

Access to the BRM Global Drive is managed by Fitch Ratings’ Hitachi Identity and Access Manager Application. The BRM Head of Policy & Operations, in addition to the applicable Global Product Head, must approve all access requests.

Protecting Confidential Information

Per Bulletin 41: Confidential Information Policy (Bulletin 41), Fitch Ratings’ Representatives are required to protect and safeguard Confidential Information entrusted or made available to them from fraud, theft, misuse and inappropriate disclosure. This obligation includes but is not limited to undertaking the following: Fitch Ratings’ Representatives must

store, maintain and transmit Confidential Information exclusively on or via Fitch Ratings’ managed networks, systems

and devices. Without limitation, this means that Fitch Ratings’ Representatives may not send Confidential Information to

their personal email or messaging accounts, or other than in accordance with the BYOD Policy – Email on Personal Devices, store it on their personal devices or drives. BRM staff must refer to Bulletin 41 and the BYOD Policy – Email on Personal Devices, both of which are available on PolicyTech, for specific details of Fitch Ratings Confidential Information Policy.

Storage Restrictions

Under no circumstances shall electronic BRM-related issuer-specific files be stored on any personal drives, any computer or device other than a Fitch Ratings’ issued desktop or laptop or on a restricted drive or file system maintained by Fitch Ratings. Until disposed of as described below, copies of any physical documents must remain on Fitch Ratings’ premises in secured storage, or in approved offsite facilities.

Form of Retention

Documents that originate in hard copy must be scanned into an electronic file to a quality standard similar to that of the hard copy original. If the original hard copy is in colour, the scanned copy must also be in colour.

Disposal of Physical Documents

Once scanned, the scanned version of the document must be checked against the physical document to ensure that all pages have been scanned and are of an acceptable quality. After the scanned version has been checked against the physical document, the scanned version must be electronically filed and the physical documents disposed of properly. If the documents are public documents they may simply be discarded or recycled. If they are confidential in nature, BRM employees must take precautions to ensure that the physical documents are disposed of in a secure fashion.





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Responsibility for Filing Documents

Each member of the BRM team is responsible for making certain that all required documentation, is completed and or filed in a timely and accurate manner.

Policies and procedures related to BRM activities and processes are maintained in the PolicyTech application, which is available on Fitch Xchange. PolicyTech is used to manage the creation, approval, distribution, attestation and storage of all policies and procedures. Any new or revised policy and or procedure document will be housed in PolicyTech.

Redundant/Duplicative Documents

Information that is duplicative of other retained information and lacks any additional significance need not be retained. Identical copies of items already maintained in Fitch Ratings’ files (as distinguished from copies that have been annotated or otherwise modified and contain additional information) should be discarded at regular intervals.

9.3 BRM File Retention Periods Permanently Retained

The following business and relationship management documents must be permanently retained by BRM:

o Executed Fee Agreements; o Records of solicited and unsolicited status of each Rating; and o Executed confidentiality agreements.

Retained for 5 Years from the Date of Creation or Receipt

The following documents or other communications must be retained by BRM for a period of 5 years from the date of creation (if created by Fitch Ratings), or receipt (if received by Fitch Ratings):

o Electronic or written communications concerning fee negotiations; o Marketing materials including issuer and banker presentations shown to any external party. o Material external and internal electronic communications relating to the initiation or withdrawal of a credit

Rating, as addressed in this BRM PM, including emails and pitch books relating to potential new business.

To the extent that legal or regulatory requirements of any jurisdiction in which Fitch Ratings is located are inconsistent with the file retention periods stipulated in this Section 9.3, Fitch Ratings’ personnel located in such jurisdiction must comply with the requirements of the jurisdiction, although retention periods specified above cannot be shortened. The head of Fitch Ratings’ office in such jurisdiction must record such procedures in the files of the office and notify the appropriate personnel of their contents.

File Retention Period Sample Summary Table

Document Type Minimum Retention Period

Issuer Marketing Presentations 5 years from date of creation or receipt

Banker Marketing Presentations 5 years from date of creation or receipt

Originator Marketing Presentations 5 years from date of creation or receipt

Communications related to Fee Negotiations 5 years from the date of creation or receipt

Fee Schedules Permanent

Executed Fee Agreements Permanent

Records of Solicitation Status Permanent

Executed Confidentiality Agreements Permanent



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9.4 Rated Entity/Issuer Cyber Security Controls Surveys Survey/questionnaire requests received by BRM from Rated Entities/issuers regarding Fitch Ratings’ cyber security controls should be forwarded along with any supporting information to:

o [email protected]; o The Billings & Collections Manager (Wanda Jimenez for NA & LatAm, and Inika French for EMEA & APAC); o The Information Security Officer (Steve Pulley).

Forwarding the request to [email protected] will create a ticket in the Information Security Team’s ticket

queue with a two week expected completion period. BRM employees who forward such requests are responsible for tracking the ticket status and ensuring that the completed survey/questionnaire is returned to the rated entity/issuer. For aspects of the survey/questionnaire not related to cyber security the responsible BRM employee may need to consult with other groups.





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BRM PM Appendix 1. The Tender Engagement Process for Government related Entities and for Local and Regional Governments (collectively, the "IPF Entities") This section addresses typical issues faced by BRM staff when responding to requests for tender (“RFTs”) proposals and includes:

1) General principles to be followed by BRM staff when responding to RFTs; 2) Provisions that should be included in the tender documentation or final Fee Agreements with IPF Entities; and 3) Items included in RFTs or other tender documentation that are either not acceptable or can be accepted subject to

certain conditions set out below.

1. General Principles

o When responding to RFTs, Fitch Ratings should use the most current Fee Agreement and Fee Agreement Terms and Conditions templates and follow the usual agreement preparation process if and when possible.

o In cases where the Fee Agreement and Fee Agreement terms and conditions templates cannot be used, BRM staff must review the tender documentation against the most current Fee Agreement and Fee Agreement Terms & Conditions templates in order to identify inconsistencies between the documents and address these inconsistences in accordance with points 2 and 3 below.

o If (i) the terms of the RFTs or the tender documentation are inconsistent with the most current Fee Agreement and Fee Agreement Terms and Conditions templates or Fitch Ratings’ legal or regulatory obligations or practices and (ii) these inconsistencies cannot be addressed in accordance with points 2 and/or 3 below (as applicable), BRM staff must not respond to the tender.

o In responding to RFTs, BRM staff should specify that the Rating proposed to be provided by Fitch Ratings is one of the following three rating products: i) a public monitored Rating; ii) a private monitored Rating; or iii) a private point-in- time Rating. BRM should clearly explain in writing the exact parameters of each product by referring to the applicable sections of the most current Fee Agreement Terms and Conditions template.

o If the type of Rating being requested by the IPF entity is not set forth in the RFT or the tender documentation, BRM should obtain from the IPF entity a written notice of the Fitch Rating product being requested.

o Documentation related to engagements with IPF entities must be retained by BRM in accordance with Section 9, File Maintenance and Recordkeeping Requirements.

o When BRM staff members are unsure about the acceptability of certain provisions within the RFT or the tender documentation or if BRM staff members need assistance in responding to an RFT (for example, with respect to matters related to providing letters of guarantee, deposits or insurance certificates), they must consult with their line manager or Fitch Ratings’ Legal Department, depending on the nature of the matter. BRM staff members’ queries must be focused and precise. It is not expected that the senior managers or Fitch Ratings’ Legal Department would review all RFTs or tender documentation.

2. Provisions to be Included in Tender Documentation or Final Fee Agreements

The provisions below should be included in the tender documentation or accepted by the IPF Entity as part of the final contractual terms:

(i) The following sentence from the provision Fees and Expenses of the Fee Agreement template: “You acknowledge that payment of fees is not contingent on the issuance or sale of any rated securities, your use of the Rating, Fitch Ratings’ issuance of any particular Rating or any other work performed.”

(ii) Sections 2(a) and 2(b) of the Fee Agreement Terms and Conditions template.

(iii) Section 3 of the Fee Agreement Terms and Conditions template.

(iv) Section 6 of the Fee Agreement Terms and Conditions template.



48


(v) "For the avoidance of doubt, any obligations placed on Fitch Ratings as a result of this agreement and/or incorporation by reference into this agreement of [description of tender documentation and any references to outside documentation or legislation as they appear in the Fee Agreement], which are contrary to the obligations placed on rating agencies by applicable laws and regulation are deemed not to apply to Fitch Ratings."

(vi) A statement specifying that the foregoing provisions (i) – (v) in this Section 2 survive the expiration or termination of the Fee Agreement for any reason.

No changes to the provisions set out in this point 2 should be made, other than changes set forth in the pre-approved changes list, unless approved in writing by a lawyer in the Fitch Ratings’ Legal Department.

3. Items Not Acceptable or Subject to Conditions

The inclusion of the following items in RFTs, other tender documentation or final Fee Agreements with IPF Entities is not acceptable subject to the conditions set out in the relevant item below.

(i) Rating as a Deliverable: Clauses stating that the Rating is a deliverable under the final Fee Agreement with the IPF Entity and/or payment of fees is conditional on the Rating being assigned and delivered to the IPF entity are not acceptable, unless the requirement to assign and deliver the Rating to the IPF entity is explicitly subject to:

(A) the IPF Entity having provided to the rating agency, in a timely matter, all data and other information requested by the rating agency, which data and information is determined by the rating agency, in its sole discretion, to be credible, adequate, reliable, robust and sufficient to arrive at a Rating; and

(B) the payment of fees not being contingent on the issuance of any particular Rating as provided in point 2(i) above.

(ii) Transfer of ownership: Clauses stating that the ownership of the Rating is transferred to the IPF entity are not acceptable, since Ratings always remain Fitch Ratings’ intellectual property.

(iii) Intellectual property: Clauses stating that the IPF entity has the right to adapt, arrange and modify the rating results are not acceptable as Fitch Ratings maintains sole control over its intellectual property.

(iv) Verification: Clauses stating that verification will be made by an IPF entity of the Rating or other work performed by the rating agency are not acceptable, unless the verification is for administrative purposes only (i.e. verification of service done for invoice arrangements).

(v) Control, supervision, oversight, requests re: number of Analysts dedicated to the entity, delays, etc.:

Clauses giving the IPF entity the right to come to Fitch Ratings’ offices to oversee the execution of analysis or to check that conduct conforms to the provisions of the Fee Agreement, or to specify the level of qualification or identity of analysts, or to issue orders and instructions as to analysis are not acceptable, as such actions interfere with Fitch Ratings’ independence and pose risks to security and confidentiality.

(vi) Penalty clauses: Clauses providing for the payment of a monetary fine by the rating agency if there is a delay in the Rating assignment are not acceptable unless:

(A) the clause explicitly excludes monetary fines for any delay in the Rating assignment which is attributable to the issuer;

(B) the clause provides for a monetary fine that is commercially acceptable and the amount of the fine is subject to a cap or a formula that allows Fitch Ratings to determine its maximum exposure; and

(C) the clause is discussed with and approved in writing by the Global Product Head in consultation with the Legal Department (with respect to the proposed language) before responding to the tender.

(vii) Termination of the Rating Mandate: Clauses whereby, in case of a breach of Fee Agreement by a rating agency, the analysis and rating may be performed by another rating agency at the breaching rating agency’s “risk” and “expense” are not acceptable, provided, however, that the “expense” component of the clause (as opposed to the “risk” component) can be accepted subject to:

(A) the clause being limited to the expenses incurred by the IPF Entity in instructing the replacement rating agency, and not including an indemnity for any other potential liability; and

(B) the clause being approved by the Global Product Head in consultation with the Legal Department (with respect to the proposed language).



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December 31, 2018

Document Maintenance

Effective Date December 31, 2018 (replacing March 27, 2018)

Procedure Owner Mark Oline, Managing Director – Global Group Head, Business Relationship

Management

Procedure Writer Darryl Osojnak, Managing Director, Business Relationship Management

Procedure Reviewers David Wharrier, Managing Director, Global Head of BRM-Revenue Management

Viola Fong, Assistant General Counsel, Legal

Susan Launi, Global Head of Regulatory Affairs, Policies and Procedures

Wendy Cohn, Managing Director, BRM Structured Finance

Rafael Guedes, Managing Director, BRM Regional - LATAM

Procedure Approvers Ian Linnell, President

Charles Brown, General Counsel

Eileen Fahey, Chief Risk Officer

Brett Hemsley, Global Analytical Head

Karen Skinner, Chief Operating Officer

Eileen Fahey, Chief Compliance Officer

Version 5



50


www.fitchratings.com 1

Bulletin #11: File Maintenance and Recordkeeping Policy for Analytical Groups and Core Operations.

EXECUTIVE SUMMARY

NOTE: Bulletin 11 comprises two sections.

Part I applies to Analytical and Core Operations. The pre-existing version of Bulletin 11 (Version 10) has been modified to apply only to Analytical and Core Operations. It has also been modified to reflect Fitch Ratings’

current organizational structure. These groups should consult Part I for file maintenance policies.

Part II applies Credit Policy and Global Content Operations. Part II is Version 10 of the Bulletin and continues to apply to Credit Policy and Global Content Operations, although it now applies to them exclusively. (Please note that posted in Policy Tech as Policy Tech Version 10, is a placeholder document, posted to align the Policy Tech and Bulletin numbering. The “Bulletin 10” noted here refers to the version number listed on the document

itself and is posted in Policy Tech as Version 9.)

Parts I and II will be combined in 2019.

Objective: To establish guidelines for the Analytical Group, Core Operations, Credit Policy and Global Content Operations, for the management, maintenance and orderly disposition of analytical records relating to the policies, procedures, criteria and methodologies used to determine credit ratings

Application: Part I: Analytical Groups and Core Operations Worldwide

Part II: Credit Policy and Global Content Operations

Effective Date: 7 January 2019

Version: 11

Replaces: Version 10

PART I. – Analytical and Core Operations

1. OVERVIEW

PURPOSE

(i) Retention of records for the periods required by applicable laws and regulations.

(ii) Retention of records necessary for analytical and business reasons for a period of time that will reasonably assure their availability when needed.

(iii) Retention of records to document compliance with Fitch’s policies and procedures and relevant laws and

regulations.

http://www.fitchratings.com/



(iv) Systematic and non-selective disposition of records not necessary for legal or business reasons.

(v) Preservation of documents that may need to be retained in specific circumstances, such as threatened litigation or government investigation.

(vi) Preservation of the confidentiality and security of records.

2. DEFINITIONS For the purposes of this Policy, the following capitalized terms have the following meanings:

“Analytical Activities”: Activities conducted by Fitch personnel relating to the initiation, determination, maintenance, modification, confirmation, verification or withdrawal of public and private monitored ratings, point-in-time ratings (including initial and indicative ratings), rating assessments, credit opinions, credit scores and other types of analytic ratings or scores, if any, from time to time assigned by Fitch.

“Complete File”: One or more hard copies and/or electronic files containing information relating to Analytical Activities associated with an IRE, transaction, criteria or policy. This includes supportive and normative data for the special report, criteria or policy.

“IRE”: An issuer or any other legal person in respect of which Fitch conducts or has conducted Analytical Activities.

“Obsolete”: Information that has aged past the relevant retention period specified in the Appendices and that is subject to disposition in accordance with this Policy.

“Office Head”: A Fitch employee who has responsibility for the management of a regional office.

“Rating”: Any rating or rating outlook (including rating watch) assigned by Fitch, including but not limited to, any international long-term or short-term credit rating, IRE default rating, recovery rating, bank viability and support rating, specialist rating (including servicer rating), managed fund credit and volatility rating, insurer financial strength rating, asset management rating, CDO asset manager rating and national rating.

“Redundant”: Information that is duplicative of other retained information and lacks additional analytical significance.

“Working File”: One or more hard copies and/or electronic files maintained by one or more analysts for purposes of facilitating Analytical Activities.

3. SCOPE AND COVERAGE

3.1. Groups/Personnel Covered

This Policy applies to all Analytical Groups and Core Operations personnel worldwide.

3.2. Information Covered

This Policy applies to all documents, workpapers, correspondence and other information created or received on or after August 16, 2010 in the possession of Fitch Ratings, Inc. or any of its credit rating subsidiaries, or any of their employees, as of the Effective Date of this Policy. Documents, workpapers and other information created or received prior to August 16, 2010 shall also be maintained in accordance with




this Policy where feasible and otherwise in accordance with the file maintenance and recordkeeping policy applicable to such documents in effect at their time of creation or receipt.

3.3. Forms of Information Covered

This Policy covers all forms of paper and electronically stored information, including all documents, paperwork, writings, drawings, graphs, images, charts, models, and data or data compilations from which information concerning or relating to Analytical Activities (as defined above) can be obtained. Information located in remote offices, including home offices, or at any other offsite location are subject to this Policy and shall be managed consistently with this Policy.

3.4. Local Jurisdictional Requirements

To the extent that the legal or regulatory requirements of any jurisdiction in which Fitch is located are inconsistent with any provision of this Policy, Fitch personnel located in such jurisdiction shall comply with the requirements of the local jurisdiction pursuant to procedures approved by the global group head responsible for the area (the “GGH”) or an individual designated by the GGH to make decisions under this

Policy (the “Designated Person”). The head of Fitch’s office in such jurisdiction shall record such

procedures in the files of the office and notify the Compliance Group and group heads of their contents.

4. ROLES AND RESPONSIBILITIES

4.1. Maintaining Complete IRE/Transaction Files

Primary and surveillance analysts are responsible for maintaining a Complete File for the IREs and/or transactions they cover. Documents and paperwork that are considered part of a Complete File and must be retained by analysts for specific periods are listed in Appendix 1.

At the option of the relevant primary or surveillance analyst, copies of published research, Rating Action Commentaries, and rating histories may also be included in the Complete File.

Invoices and other documents pertaining to fee agreements should not be included in the Complete File.

4.2. Maintaining Information Relating to Credit Policies, Procedures, Criteria and Methodologies

Information concerning the policies, procedures, criteria and methodologies (including qualitative and quantitative data and models) used to determine credit ratings and other assessments of creditworthiness must be retained by the analytical groups for the periods specified in Appendix 1.

4.3. Maintaining Information Relating to Internal Controls

Documents concerning internal controls relating to the rating process must be retained by Core Operations for the periods specified in the Appendix 2.

4.4. Maintaining Information Relating to Look-Back Reviews

Information concerning look-back reviews conducted in connection with departing credit analysts must be retained by Core Operations for the periods specified in Appendix 2.




4.5. Maintaining Information Relating to Special Projects and Research

Information concerning special projects and research the results of which may impact Analytical Activities shall be retained by the analytical groups for the periods specified in Appendix 1.

4.6. Maintaining Analytical Non-Rating Related Information

At their option, analysts may maintain documents, paperwork and other information relating to Special Reports, Criteria Reports, industry reports, and similar analytical work not specific to an individual rating that they consider important for the performance of their responsibilities for the duration of their relevance to the rating process.

4.7. Marking of Files

Files subject to retention under this Policy shall be clearly labelled to indicate the subject matter and time period of their contents, including, if applicable, the name of the IRE/transaction, report, criteria or model.

Meeting notes shall indicate the date and subject of the meeting, names of attendees, identity of the author of the notes, and name of the IRE/transaction if applicable.

4.8. Accessibility of Files; Electronic Recordkeeping Wherever Possible; Confidentiality

All files subject to retention under this Policy must be maintained in accordance with Bulletin 41 (“Confidentiality Policy”) and in a manner that makes the files readily identifiable and retrievable by authorized personnel.

Documents shall be maintained in electronic form wherever feasible, unless required to be maintained in hard copy under applicable law.

Documents maintained in electronic form shall be stored in Fitch’s document management system or in shared drives on Fitch’s network or by other group-approved methods.

Documents that are retrievable from the website of an IRE or other entity or that are accessible through electronic links but are not stored on Fitch’s network are not considered part of Fitch’s records.

Hard copy documents that are placed in storage shall be marked and indexed in accordance with the relevant office’s established hard copy file procedures or practices.

4.9. Offsite Storage; Third Party Custodian

Documents, paperwork and other information subject to retention under this Policy must be maintained on Fitch’s premises for the first three years from creation or receipt. Thereafter, records may be retained in

approved offsite archives, except that records documenting Fitch’s policies and procedures, internal control structure, and the standards of training, experience, and competence for credit analysts must be maintained on-site. No exceptions to the requirements of this paragraph are permitted to be authorized unless Fitch has first obtained from the proposed off-site document maintenance services provider an undertaking substantially in the form of Exhibit 1.




5. RETENTION PERIODS; OBSOLETE DOCUMENTS; WORKING FILES; INFORMATION NOT SUBJECT TO RETENTION

5.1. Retention Periods

All information required to be maintained under this Policy is subject to one of several potential retention periods: permanent; original maturity or termination date plus six years; rolling six-years; five years from date of creation or receipt; such other retention period as the laws of the local jurisdiction may provide; or such other retention period as may be specified from time to time in the Appendices to this Policy.

The retention periods applicable to specified categories of documents to be retained by the groups covered by this Policy are set out in the Appendices to this Policy.

5.2. Obsolete Information

Documents, paperwork and other forms of information that have aged past the relevant retention period specified in the Appendices are Obsolete. Unless subject to a Legal Hold pursuant to section 7.1, the objective is for Obsolete documents to be discarded at the end of the applicable retention period or, where relevant, as part of the issuer’s next credit review cycle. Obsolete documents shall be discarded in

accordance with practices that preserve the security of the confidential information (if any) contained in them.

5.3. Duplicate Records and Files

The maintenance of duplicate, non-centralized files is discouraged, except in the following circumstances:

- Primary, secondary and surveillance analysts and their managers may find it helpful to maintain Working Files concerning an IRE/transaction for the duration of the analytical cycle for the IRE/transaction.

- When analysts in more than one office, location or group are making an active analytical contribution to a rating decision, each contributing office, location or group may desire to maintain files relating to the rating activity.

At the completion of the relevant credit cycle, documents maintained in Working Files or in contributing offices, locations, or groups should be filed or discarded consistent with this Policy.

5.4. Information Not Subject to Retention

Documents, paperwork and other forms of information that are not required to be maintained under this Policy and do not fall within the scope of Sections 4.5 or 5.3 should be discarded at least annually in accordance with practices that preserve the security of their information. Examples of documents, paperwork and other forms of information that should be discarded at regular intervals include:

- Identical copies of items already maintained in Fitch files (as distinguished from copies that have been annotated or otherwise modified and contain additional information)

- Documents downloaded from a Fitch central electronic record file, provided it is reasonable to expect the document to remain accessible on the central file for the duration of the relevant retention period




- Dividend declaration notices and shareholder/analyst meeting notifications

- Notices issued by IREs concerning the scheduling of public conference calls

- Regulatory or other filings which are not analytically relevant, such as notifications pertaining to administrative matters

- Drafts of research

- Drafts of legal documents (not including drafts that underlie the basis of a credit rating or other analytical determination, which must be retained)

- Edits to draft reports or commentaries made by Fitch’s Publishing department (not including edits made by IREs, which must be retained)

- Travel itineraries, notices of changes in meeting times, dates, or location

- Drawdown documentation for rated programs (medium-term notes, bank note, deposit note, etc.) when the individual drawdown is not specifically rated (program and individually rated drawdown documentation must be maintained.)

- Documents that contain information not relevant to Analytical Activities, including special project or research reports that are not otherwise subject to retention under this Policy

6. E-MAILS Analysts are responsible for ensuring that e-mails concerning Analytical Activities for credits they cover are maintained in electronic form for the periods specified in Appendix 1 and in accordance with the terms of this Policy. At their option, primary, secondary, and surveillance analysts and their managers may maintain e-mails that are not subject to mandatory retention under this Policy but are relevant to the performance of their responsibilities in appropriately labelled folders in Fitch’s email system or a shared drive on Fitch’s network. To the extent received, personal e-mails shall be deleted upon receipt.

7. INQUIRIES/SUBPOENAS/LEGAL ACTIONS/ALLEGATIONS OF MALFEASANCE OR IMPROPRIETIES/COMPLAINTS AGAINST ANALYTICAL PROCESS

7.1. External Request for Records/Legal Holds

Documents that are not otherwise subject to retention under this Policy may need to be retained because of unusual circumstances such as threatened or pending litigation or a government investigation. All external requests for records and all communications concerning potential, threatened, or existing disputes or litigation of any kind shall be immediately forwarded to the Legal Department, with notification to the appropriate Designated Person. Upon becoming aware of any subpoena, formal inquiry, request of any government authority or the existence of any legal or regulatory action that involves Fitch, its employees or records, employees shall retain ALL documents, paperwork, files, records, and other information (including information generally regarded as Obsolete or Redundant) concerning the subject matter of the subpoena, inquiry, request or action pending further guidance from the Legal Department.

7.2. Allegations of Issuer Malfeasance or Improprieties (“Tips”)




Correspondence or other communications alleging improprieties by an issuer or by individuals associated with an issuer shall immediately be forwarded to the individuals and departments identified in Bulletin 6 (“Protocol for Responding to Confidential Tips Relating to Fitch Rated Entities”). Documents relating to Confidential Tips, including all documents created by Fitch pursuant to Bulletin 6, shall be maintained in accordance with Bulletin 6 and Appendix 1.

7.3. Complaints Concerning Fitch’s Analytical Process

Correspondence or other communications involving a complaint about the rating process, Fitch’s adherence to its rating processes and procedures, or the knowledge, experience, integrity or conduct of analytic group personnel, immediately shall be forwarded to the individuals and departments specified in Bulletin 25 (“Procedure for Managing Complaints”). Documents concerning complaints, including all documents created by Fitch pursuant to Bulletin 25, shall be maintained in accordance with Bulletin 25 and Appendix 1.

8. QUESTIONS For questions or issues concerning this Policy, please contact Heather James, Senior Director, Regulatory Affairs, Policies and Procedures by e-mail at [email protected].

Owner: Regulatory Affairs, Policies and Procedures

Appendices: Appendix1: Retention Periods for Documents to be Retained by Analytical Groups

Appendix 2: Retention Periods for Documents to be Retained by Core Operations

Appendix 3: Summary of Changes

Supplements: Bulletin 6: Fitch Group Code of Conduct

Bulletin 25: Complaint Handling

Bulletin 41: Global Confidentiality Policy


https://fitchratings.policytech.com/docview/?docid=1094





Appendix 1

RETENTION PERIODS FOR DOCUMENTS TO BE RETAINED BY

ANALYTICAL GROUPS

I. PERMANENT

- Rating committee packages - Rating committee minutes (including the identity of voting and non-voting rating committee

attendees) - Rating letters and any other communications transmitting a rating or other credit rating services

product

II. SECURITY MATURITY OR REDEMPTION DATE PLUS SIX YEARS Documents relating to transactions or instruments rated by Fitch are to be maintained through the legal final maturity, or redemption date of the instrument, plus six years1. This requirement includes final versions of the documents listed below, as well as any analytically relevant draft upon which a rating is based. Examples include:

- Prospectus, Offering Circular, Official Statements or Similar documents - Term Sheet - Trust Indenture - Loan Agreement - Legal Opinion(s) - Option Exercise - Standby Bond Purchase and Liquidity Agreements - Swap Agreements and Supplemental Information (Termination Matrices) - Collateral/Intercreditor Agreements - Back-up Documents (appraisals, reserve studies, engineering or feasibility consultant reports,

environmental reports or studies, etc.) where such documents are relevant - Bond Insurance Policies - Organization documents of the Special-Purpose Entity - Mortgages/Deeds of Trust - Credit Support Agreements - Resolutions - Sales Agreements - Pooling and Servicing Agreements - Third-Party Servicing Agreements - Model inputs and outputs and analytically significant spreadsheets and final data tapes on which a

rating is based

Pursuant to section 3. of this Policy, Fitch personnel located in a jurisdiction that requires documents or other information to be maintained for a longer period than specified in this Appendix shall comply with the requirements of such jurisdiction.

1 For example, a prospectus on a bond instrument with a two-year maturity would be saved for eight years, and a prospectus on a bond instrument with a 30-year maturity would be saved for 36 years (absent an early redemption of either instrument).




- Issuer/Banker/Arranger Presentations - Issuer Notifications and any related attachments - Confidential Access Reports - Confidentiality Agreements - Documents containing instrument details, supplied by third party data service providers (e.g.,

Bloomberg), on the basis of which a rating has been applied to an issuance that is part of an already-rated debt class

III. ROLLING SIX-YEAR PERIOD FROM CLOSING OF TRANSACTION OR RELEVANT FINANCIAL QUARTER OR RECEIPT OF RELEVANT REPORT(S) Financial and other analytically significant documents used to form the basis of a rating or other assessment of creditworthiness and that are not included in I and II of this Appendix I, including but not limited to:

- Annual reports - Quarterly reports - Regulatory filings (SEC, Bank, Insurance) - Proxy statements - Non-public financial statements (e.g., budgets, forecasts, etc.) - IRE/transaction presentations and pitch books - Structured finance surveillance reports - Sovereign financial data (e.g., payments, national accounts, tax and non-tax revenues, trade data) - Analytical model inputs and outputs, and analytically significant spread-sheets - Rate orders and tariff schedules

IV. FIVE YEARS FROM DATE OF CREATION OR RECEIPT To the extent not included in I and II of this Appendix 1:

- Internal records and notes, including non-public information and work papers, concerning Analytical Activities, including but not limited to meeting notes, telephone conference notes, notes in annual reports and issuer presentations and pitch books

- Credit analysis reports, credit assessment reports, and private credit rating reports and internal records, including non-public and work papers, used to form the basis for the opinions expressed in the reports

- External and internal communications (including e-mails) received or sent by Fitch and its employees concerning Analytical Activities

- Internal documents that contain information, analysis, or statistics that were used to develop a procedure or methodology to treat the credit ratings of another nationally recognized statistical rating organization for the purpose of determining a credit rating for a security or money market instrument issued by an asset pool or part of any asset-backed securities transaction

- In respect of securities and money market instruments issued by an asset pool or as part of any asset-backed securities transaction, documents describing how assets within such pool or as part of such transaction not rated by Fitch were treated for purposes of determining the credit rating of the security or money market instrument

- Screening committee minutes and related documentation - Documents concerning the development and modification of the policies, procedures, criteria and

methodologies used to determine ratings




- Documents concerning the development, modification and management of qualitative and quantitative data and models used to determine ratings

- Documents concerning exceptions to Fitch’s policies, procedures, and methodologies concerning the rating process

- Documents, paperwork and other information related to publications not specific to individual ratings that are important for the performance of Analytical Activities

- Databases or documents developed for internal analytical purposes, including monitoring Fitch rating actions

- Analytical support for responses to regulatory inquiries - Correspondence or other communications and documents concerning alleged violations of law or

improprieties by an issuer or individuals associated with an issuer, transaction or instrument rated by Fitch

- Correspondence or other communications and documents concerning complaints about the rating process, Fitch’s adherence to its policies and procedures, or the knowledge, experience, integrity or conduct of analytic group personnel

- Correspondence or other communications and documents concerning threats to the independence of Fitch’s analytical process

- Analytic related presentations developed internally for external purposes.

NOTE CONCERNING RATINGS CLASSIFIED AS WITHDRAWN (WD) OR PAID IN FULL (PIF): If a rating is Withdrawn (WD) and/ or Paid-in-Full (PIF), the retention period should be recalculated from the WD/ PIF date.




Appendix 2

RETENTION PERIODS FOR DOCUMENTS TO BE RETAINED BY CORE OPERATIONS

I. PERMANENT

Policies and procedures relating to Analytical Activities other than those maintained by Compliance in Policy Tech

Policies and procedures relating to Look-Back Reviews other than those maintained by Compliance in Policy Tech

II. FIVE YEARS FROM DATE OF CREATION OR RECEIPT OR, FOR RECORDS REPLACED WITH AN UPDATED RECORD, FIVE YEARS AFTER THE DATE THE RECORD IS REPLACED

Exceptions to policies and procedures relating to Analytical Activities (recorded and maintained in the Exception Management System (EMS))

Documents relating to look-back reviews, including the scope, parameters, findings and conclusions of the review, including supporting materials

Pursuant to section 3. of this Policy, Fitch personnel located in a jurisdiction that requires documents or other information to be maintained for a longer period than specified in this Appendix shall comply with the requirements of such jurisdiction.




Appendix 3

Summary of Changes

Date: January 2019

The revisions to Bulletin 11 incorporated in version 11 narrow the scope of the Bulletin to the Analytical Groups and Core Operations and update the terms used in the Bulletin to reflect Fitch Ratings' current organizational structure and ratings processes. In particular, file maintenance and retention requirements for Credit Policy and Global Content Operations have been removed from Bulletin 11 and new File Maintenance and Retention Policies are under development. At the same time, references to Global Operations Management have been changed to Core Operations, and certain other terminology has been similarly updated. There have been no changes to the categories of documents to be retained or the time period for retention, except that Bulletin 11, version 11, provides that (1) for ratings classified as withdrawn or paid-in-full, the relevant retention period runs from the date of withdrawal or full payment and (2) for documents containing instrument details, supplied by third party data service providers (e.g., Bloomberg), on the basis of which a rating has been applied to an issuance that is part of an already-rated debt class, the relevant redemption period runs from the security maturity or redemption date plus six years.

Bulletin 11, version 11, also reassigns ownership of the Bulletin from Legal to Regulatory Affairs, Policies and Procedures. Finally, Bulletin 11, version 11 now comprises two parts. Please see the front cover of this Bulletin 11 for a description of the reorganization.




Part II – Credit Policy and Global Content Operations

File Maintenance and Recordkeeping Policy for Analytical Groups,

Credit Policy, Global Content Operations and Global Operations

Management

Effective Date: August 5, 2016

Version: 10

Author: Legal Department

OBJECTIVE

To establish guidelines for the management, maintenance and orderly disposition of analytical records

including records relating to the policies, procedures, criteria and methodologies used to determine

credit ratings and the standards of training, experience and competence for credit analysts.

PURPOSE

(i) Retention of records for the periods required by applicable laws and regulations.

(ii) Retention of records necessary for analytical and business reasons for a period of time that will

reasonably assure their availability when needed.

(iii) Retention of records to document compliance with Fitch’s policies and procedures and relevant laws

and regulations.

(iv) Systematic and non-selective disposition of records not necessary for legal or business reasons.

(v) Preservation of documents that may need to be retained in specific circumstances, such as threatened

litigation or government investigation.

(vi) Preservation of the confidentiality and security of records.




SECTION 1 – SCOPE AND COVERAGE

1.1 Groups/Personnel Covered

This Policy applies to all Analytical, Credit Policy, Global Content Operations and Global Operations

Management personnel worldwide.

1.2 Information Covered

This Policy applies to all documents, workpapers, correspondence and other information created or

received on or after August 16, 2010 in the possession of Fitch Ratings, Inc. or any of its credit rating

subsidiaries, or any of their employees, as of the Effective Date of this Policy, and replaces and

supersedes all prior versions of Bulletin #11 (“File Maintenance and Recordkeeping Policy for

Analysts”) in its entirety with respect to all such documents. Documents, workpapers and other

information created or received prior to August 16, 2010 shall also be maintained in accordance with

this Policy where feasible and otherwise in accordance with the file maintenance and recordkeeping

policy applicable to such documents in effect at their time of creation or receipt.

1.3 Forms of Information Covered

This Policy covers all forms of paper and electronically stored information, including all documents,

paperwork, writings, drawings, graphs, images, charts, models, and data or data compilations from

which information concerning or relating to Analytical Activities (as defined below) can be obtained.

Information located in remote offices, at home, or at any other offsite location are subject to this Policy

and shall be managed consistently with this Policy.

1.4 Local Jurisdictional Requirements

To the extent that the legal or regulatory requirements of any jurisdiction in which Fitch is located are

inconsistent with any provision of this Policy, Fitch personnel located in such jurisdiction shall comply

with the requirements of the local jurisdiction pursuant to procedures approved by the global group head

responsible for the area (the “GGH”) or an individual designated by the GGH to make decisions under

this Policy (the “Designated Person”). The head of Fitch’s office in such jurisdiction shall record such

procedures in the files of the office and notify the Compliance Group and group heads of their contents.

1.5 Definitions

For the purposes of this Policy, the following capitalized terms have the following meanings:

Analytical Activities: Activities conducted by Fitch personnel relating to the initiation, determination,

maintenance, modification, confirmation, verification or withdrawal of public and private ratings,

preliminary/initial/indicative ratings, rating assessments, credit opinions, credit scores and other types of

analytic ratings or scores, if any, from time to time assigned by Fitch.




Complete File: One or more hard copies and/or electronic files containing information relating to

Analytical Activities associated with an IRE, transaction, criteria or policy. This includes supportive

and normative data for the special report, criteria or policy.

IRE: An issuer or any other legal person in respect of which Fitch conducts or has conducted Analytical

Activities.

Obsolete: Information that has aged past the relevant retention period specified in the Appendices and

that is subject to disposition in accordance with this Policy.

Office Head: A Fitch employee who has responsibility for the management of a regional office.

Rating: Any rating or rating outlook (including rating watch) assigned by Fitch, including but not

limited to, any international long-term or short-term credit rating, IRE default rating, recovery rating,

bank individual and support rating, specialist rating (including servicer rating), managed fund credit and

volatility rating, insurer financial strength rating, asset management rating, CDO asset manager rating

and national rating.

Redundant: Information that is duplicative of other retained information and lacks additional analytical

significance.

Working File: One or more hard copies and/or electronic files maintained by one or more analysts for

purposes of facilitating Analytical Activities.

SECTION 2 – ROLES AND RESPONSIBILITIES

2.1 Maintaining Complete IRE/Transaction Files

Primary and performance (structured finance surveillance) analysts are responsible for maintaining a

Complete File for the IREs and/or transactions they cover. Documents and paperwork that are

considered part of a Complete File and must be retained by analysts for specific periods are listed in

Appendix 1.

At the option of the relevant primary or performance analyst, copies of published research, Rating

Action Commentaries, and rating histories may also be included in the Complete File.

Invoices and other documents pertaining to fee arrangements are not to be included in the Complete

File.




2.2 Maintaining Information Relating to Credit Policies, Procedures, Criteria and

Methodologies

Documents concerning the policies, procedures, criteria and methodologies (including qualitative and

quantitative data and models) used to determine credit ratings and other assessments of creditworthiness

must be retained by the analytical groups, Credit Policy and Global Operations Management for the

periods specified in the Appendices to this Policy.

2.3 Maintaining Information Relating to Internal Controls

Documents concerning internal controls relating to the rating process must be retained by Credit Policy,

Global Content Operations and Global Operations Management for the periods specified in the

Appendices to this Policy.

2.4 Maintaining Information Relating to the Standards of Training, Experience and Competence

for Credit Analysts

Documents concerning the standards of training, experience and competence for credit analysts must be

retained by Credit Policy for the periods specified in Appendix 2 to this Policy.

2.5 Maintaining Information Relating to Look-Back Reviews

Documents concerning look-back reviews conducted in connection with departing credit analysts must

be retained by Global Operations Management for the periods specified in Appendix 4 to this Policy.

2.6 Maintaining Information Relating to Special Projects and Research

Documents concerning special projects and research the results of which may impact Analytical

Activities shall be retained within the analytical group for the periods specified in Appendix 1 and by

Credit Policy for the periods specified in Appendix 2.

2.7 Maintaining Analytical Non-Rating Related Information

At their option, analysts may maintain documents, paperwork and other information relating to Special

Reports, Criteria Reports, industry reports, and similar analytical work not specific to an individual

rating that they consider important for the performance of their responsibilities for the duration of their

relevance to the rating process.




2.8 Marking of Files

Files subject to retention under this Policy shall be clearly labelled to indicate the subject matter and

time period of their contents, including, if applicable, the name of the IRE/transaction, report, criteria or

model.

Meeting notes shall indicate the date and subject of the meeting, names of attendees, identity of the

author of the notes, and name of the IRE/transaction if applicable.

2.9 Accessibility of Files; Electronic Recordkeeping Wherever Possible; Confidentiality

All files subject to retention under this Policy must be maintained in accordance with Bulletin 41

(“Confidentiality Policy”) and in a manner that makes the files readily identifiable and retrievable by

authorized personnel.

Documents shall be maintained in electronic form wherever feasible, unless required to be maintained in

hard copy under applicable law.

Documents maintained in electronic form shall be stored in Fitch’s Document Management System

(“DMS”) or in shared drives on Fitch’s network or by other group-approved methods.

Documents that are retrievable from the website of an IRE or other entity or that are accessible through

electronic links but are not stored on Fitch’s network are not considered part of Fitch’s records.

Hard copy documents that are placed in storage shall be marked and indexed in accordance with the

relevant office’s established hard copy file procedures or practices.

2.10 Offsite Storage; Third Party Custodian

Documents, paperwork and other information subject to retention under this Policy must be maintained

on Fitch’s premises for the first three years from creation or receipt. Thereafter, records may be retained

in approved offsite archives, except that records documenting Fitch’s policies and procedures, internal

control structure, and the standards of training, experience, and competence for credit analysts must be

maintained on-site. No exceptions to this Section 2.10 may be authorized unless Fitch has first obtained

from the proposed off-site document maintenance services provider an undertaking substantially in the

form of Exhibit 1.




SECTION 3 – RETENTION PERIODS; OBSOLETE DOCUMENTS; WORKING FILES;

INFORMATION NOT SUBJECT TO RETENTION

3.1 Retention Periods

All information required to be maintained under this Policy is subject to one of several potential

retention periods: permanent; original maturity or termination date plus six years; rolling six-years; five

years from date of creation or receipt; such other retention period as the laws of the local jurisdiction may

provide; or such other retention period as may be specified from time to time in the Appendices to this

Policy.

The retention periods applicable to specified categories of documents to be retained by each group covered

by this Policy are set out in the Appendices to this Policy.

3.2 Obsolete Information

Documents, paperwork and other forms of information that have aged past the relevant retention period

specified in the Appendices are Obsolete. Unless subject to a Legal Hold pursuant to section 5.1, the

objective is for Obsolete documents to be discarded at the end of the applicable retention period or,

where relevant, as part of the issuer’s next credit review cycle. Obsolete documents shall be discarded

in accordance with practices that preserve the security of the confidential information (if any) contained

in them.

3.3 Duplicate Records and Files

The maintenance of duplicate, non-centralized files is discouraged, except in the following

circumstances:

Primary, back-up and performance (structured finance surveillance) analysts and their managers may

find it helpful to maintain Working Files concerning an IRE/transaction for the duration of the

analytical cycle for the IRE/transaction.

When analysts in more than one office, location or group are making an active analytical

contribution to a rating decision, each contributing office, location or group may desire to maintain

files relating to the rating activity.

At the completion of the relevant credit cycle, documents maintained in Working Files or in contributing

offices, locations, or groups should be filed or discarded consistent with this Policy.

3.4 Information Not Subject to Retention

Documents, paperwork and other forms of information that are not required to be maintained under this

Policy and do not fall within the scope of Sections 2.7 or 3.3 should be discarded at least annually in




accordance with practices that preserve the security of their information. Examples of documents,

paperwork and other forms of information that should be discarded at regular intervals include:

Identical copies of items already maintained in Fitch files (as distinguished from copies that have

been annotated or otherwise modified and contain additional information)

Documents downloaded from a Fitch central electronic record file, provided it is reasonable to

expect the document to remain accessible on the central file for the duration of the relevant retention

period

Dividend declaration notices and shareholder/analyst meeting notifications

Notices issued by IREs concerning the scheduling of public conference calls

Regulatory or other filings which are not analytically relevant, such as notifications pertaining to

administrative matters

Drafts of research

Drafts of legal documents (not including drafts that underlie the basis of a credit rating or other

analytical determination, which must be retained)

Edits to draft reports or commentaries made by Fitch’s Publishing department (not including edits

made by IREs, which must be retained)

Travel itineraries, notices of changes in meeting times, dates, or location

Drawdown documentation for rated programs (medium-term notes, bank note, deposit note, etc.)

when the individual drawdown is not specifically rated (program and individually rated drawdown

documentation must be maintained.)

Documents that contain information not relevant to Analytical Activities, including special project or

research reports that are not otherwise subject to retention under this Policy

SECTION 4 – E-MAILS

The primary analyst is responsible for ensuring that e-mails concerning Analytical Activities are

maintained in electronic form for the periods specified in Appendix 1 and in accordance with the terms

of this Policy. At their option, primary, back-up, and performance (structured finance surveillance)

analysts and their managers may maintain e-mails that are not subject to mandatory retention under this

Policy but are relevant to the performance of their responsibilities in appropriately labelled folders in

Fitch’s email system or a shared drive on Fitch’s network. To the extent received, personal e-mails shall

be deleted upon receipt.




SECTION 5 – INQUIRIES/SUBPOENAS/LEGAL ACTIONS/ALLEGATIONS OF MALFEASANCE OR

IMPROPRIETIES/COMPLAINTS AGAINST ANALYTICAL PROCESS

5.1 External Request for Records/Legal Holds

Documents that are not otherwise subject to retention under this Policy may need to be retained because

of unusual circumstances such as threatened or pending litigation or a government investigation. All

external requests for records and all communications concerning potential, threatened, or existing

disputes or litigation of any kind shall be immediately forwarded to the Legal Department, with

notification to the appropriate Designated Person. Upon becoming aware of any subpoena, formal

inquiry, request of any government authority or the existence of any legal or regulatory action that

involves Fitch, its employees or records, employees shall retain ALL Documents, paperwork, files,

records, and other information (including information generally regarded as Obsolete or Redundant)

concerning the subject matter of the subpoena, inquiry, request or action pending further guidance from

the Legal Department.

5.2 Allegations of Issuer Malfeasance or Improprieties (“Tips”)

Correspondence or other communications alleging improprieties by an issuer or by individuals

associated with an issuer shall immediately be forwarded to the individuals and departments identified in

Bulletin 6 (“Protocol for Responding to Confidential Tips Relating to Fitch Rated Entities”).

Documents relating to Confidential Tips, including all documents created by Fitch pursuant to Bulletin

6, shall be maintained in accordance with Bulletin 6 and the Appendices to this Policy.

5.3 Complaints Concerning Fitch’s Analytical Process

Correspondence or other communications involving a complaint about the rating process, Fitch’s

adherence to its rating processes and procedures, or the knowledge, experience, integrity or conduct of

analytic group personnel, immediately shall be forwarded to the individuals and departments specified in

Bulletin 25 (“Procedure for Managing Complaints”) Documents concerning complaints, including all

documents created by Fitch pursuant to Bulletin 25, shall be maintained in accordance with Bulletin 25

and the Appendices to this Policy.

5.4 Threats to the Independence of Fitch’s Analytical Process

Correspondence or other communications regarding significant threats to the independence of the credit

rating activities of Fitch and Fitch’s response to such threats shall be kept by the Regional Credit Officer

for the period specified in Appendix 2 to this Policy.




APPENDIX 1

RETENTION PERIODS FOR DOCUMENTS TO BE RETAINED BY

ANALYTICAL GROUPS

I. PERMANENT

Committee presentations

Correspondence or other communications transmitting a rating or other assessment of

creditworthiness

Committee minute sheets

List of Committee attendees (voting and non-voting)

II. SECURITY MATURITY OR REDEMPTION DATE PLUS SIX YEARS

Documents relating to transactions or instruments rated by Fitch are to be maintained through the legal

final maturity, or redemption date of the instrument, plus six years2. This requirement includes final

versions of the documents listed below, as well as any analytically relevant draft upon which a rating is

based. Examples include:

Prospectus, Offering Circular, Official Statements or Similar documents

Term Sheet

Trust Indenture

Loan Agreement

Legal Opinion(s)

Option Exercise

Standby Bond Purchase and Liquidity Agreements

Swap Agreements and Supplemental Information (Termination Matrices)

Pursuant to section 1.3 of this Policy, Fitch personnel located in a jurisdiction that requires documents or other information to be maintained for a longer period than specified in this Appendix shall comply with the requirements of such jurisdiction.

If EU registration of Fitch Ratings is withdrawn, all records must be kept for a minimum of six years from the date of the withdrawal of the registration. 2 For example, a prospectus on a bond instrument with a two-year maturity would be saved for eight years, and a prospectus

on a bond instrument with a 30-year maturity would be saved for 36 years (absent an early redemption of either instrument).




Collateral/Intercreditor Agreements

Back-up Documents (appraisals, reserve studies, engineering or feasibility consultant reports,

environmental reports or studies, etc.) where such documents are relevant

Bond Insurance Policies

Organization documents of the Special-Purpose Entity

Mortgages/Deeds of Trust

Credit Support Agreements

Resolutions

Sales Agreements

Pooling and Servicing Agreements

Third-Party Servicing Agreements

Model inputs and outputs and analytically significant spreadsheets and final data tapes on which a

rating is based

Issuer/Banker/Arranger Presentations

Issuer Notifications and any related attachments

Confidential Access Reports

Confidentiality Agreements

III. ROLLING SIX-YEAR PERIOD FROM CLOSING OF TRANSACTION OR RELEVANT

FINANCIAL QUARTER OR RECEIPT OF RELEVANT REPORT(S)

Financial and other analytically significant documents used to form the basis of a rating or other

assessment of creditworthiness and that are not included in I and II of this Appendix I, including but not

limited to:

Annual reports

Quarterly reports

Regulatory filings (SEC, Bank, Insurance)

Proxy statements

Non-public financial statements (e.g., budgets, forecasts, etc.)

IRE/transaction presentations and pitch books

Structured finance surveillance reports




Sovereign financial data (e.g., payments, national accounts, tax and non-tax revenues, trade data)

Analytical model inputs and outputs, and analytically significant spread-sheets

Rate orders and tariff schedules

IV. SIX YEARS FROM DATE OF TERMINATION

Contracts with third party vendors that provide technology and/or services specific for use in the rating

process.

V. FIVE YEARS FROM DATE OF CREATION OR RECEIPT

To the extent not included in I and II of this Appendix 1:

Internal records and notes, including non-public information and work papers, concerning Analytical

Activities, including but not limited to meeting notes, telephone conference notes, notes in annual

reports and issuer presentations and pitch books

Credit analysis reports, credit assessment reports, and private credit rating reports and internal

records, including non-public and work papers, used to form the basis for the opinions expressed in

the reports

External and internal communications received or sent by Fitch and its employees concerning

Analytical Activities

Internal documents that contain information, analysis, or statistics that were used to develop a

procedure or methodology to treat the credit ratings of another nationally recognized statistical rating

organization for the purpose of determining a credit rating for a security or money market instrument

issued by an asset pool or part of any asset-backed securities transaction

In respect of securities and money market instruments issued by an asset pool or as part of any asset-

backed securities transaction, documents describing how assets within such pool or as part of such

transaction not rated by Fitch were treated for purposes of determining the credit rating of the

security or money market instrument

Minutes and related documentation for Transaction Screening Committees

Documents concerning the development and modification of the policies, procedures, criteria and

methodologies used to determine ratings

Documents concerning the development, modification and management of qualitative and

quantitative data and models used to determine ratings

Documents concerning exceptions to Fitch’s policies, procedures, criteria and methodologies

concerning the rating process




Documents, paperwork and other information related to publications not specific to individual

ratings that are important for the performance of analytical responsibilities

Databases or documents developed for internal analytical purposes, including monitoring Fitch

rating actions

Responses to regulatory inquiries

Correspondence or other communications and documents concerning alleged violations of law or

improprieties by an issuer or individuals associated with an issuer, transaction or instrument rated by

Fitch

Correspondence or other communications and documents concerning complaints about the rating

process, Fitch’s adherence to its policies and procedures, or the knowledge, experience, integrity or

conduct of analytic group personnel

Correspondence or other communications and documents concerning threats to the independence of

Fitch’s analytical process

Analytic related presentations developed internally for external purposes.




APPENDIX 2

RETENTION PERIODS FOR DOCUMENTS TO BE

RETAINED BY CREDIT POLICY

FIVE YEARS FROM DATE OF CREATION OR RECEIPT OR, FOR RECORDS REPLACED

WITH AN UPDATED RECORD, FIVE YEARS AFTER THE DATE THE RECORD IS

REPLACED

Documents concerning the development and modification of the policies, procedures, criteria and

methodologies (qualitative and quantitative) used to determine credit ratings

Documents concerning the review, approval, modification, evaluation and validation of the

qualitative and quantitative data and models used to determine credit ratings

Documents concerning the definition, development and modification of the symbols, numbers and

scores in the rating scales used to denote ratings

Documents and other information concerning internal controls relating to the rating process

Documents concerning the standards of training, experience, and competence for credit analysts,

including the curriculum, materials, exams and attendance and test records of the Fitch Credit

Academy

Documents concerning complaints about the rating process, Fitch’s adherence to its policies and

procedures, or the knowledge, experience, integrity or conduct of analytic group personnel

Correspondence or other communications and documents regarding significant threats to the

independence of the credit rating activities of Fitch

Documents concerning exceptions to Fitch’s policies, procedures, criteria and methodologies used to

determine credit ratings

Global Credit Officer Monthly Management Reports


If EU registration of Fitch Ratings is withdrawn, all records must be kept for a minimum of six years from the date of the withdrawal of the registration.




Peer Review Committee Reports

Documents and other information relating to transition and default studies




APPENDIX 3

RETENTION PERIODS FOR DOCUMENTS

TO BE RETAINED BY GLOBAL CONTENT OPERATIONS

I. SIX YEARS FROM DATE OF TERMINATION

Contracts with third party data providers

Contracts with third party business process outsource providers

II. FIVE YEARS FROM CREATION OR RECEIPT

Quality control reports






APPENDIX 4

RETENTION PERIODS FOR DOCUMENTS

TO BE RETAINED BY GLOBAL OPERATIONS MANAGEMENT

I. PERMANENT

Policies and procedures relating to Analytical Activities (recorded and maintained in “Policy Tech”)

Policies and procedures relating to Look-Back Reviews (recorded and maintained in “Policy Tech”)

II. FIVE YEARS FROM DATE OF CREATION OR RECEIPT OR, FOR RECORDS

REPLACED WITH AN UPDATED RECORD, FIVE YEARS AFTER THE DATE THE

RECORD IS REPLACED

Exceptions to policies and procedures relating to Analytical Activities (recorded and maintained in

the “Exceptions Log”)

Documents relating to look-back reviews, including the scope, parameters, findings and conclusions

of the review, including supporting materials






EXHIBIT 1

The undersigned acknowledges that books and records that it has made or is retaining for Fitch Ratings,

Inc. (“Fitch”) are the exclusive property of Fitch. The undersigned undertakes that upon the request of

Fitch, it will promptly provide the books and records to Fitch or the U.S. Securities and Exchange

Commission (“Commission”) or its representatives and that upon the request of the Commission it will

promptly permit examination by the Commission or its representatives of the records at any time or

from time to time during business hours and promptly furnish to the Commission or its representatives a

true and complete copy of any or all or any part of such books and records.


File Maintenance (FM) for Analytical Groups

www.fitchratings.com 1 January 8, 2019

Executive Summary

Objective: To establish guidelines for the management, maintenance and disposition of analytical records relating to the rating process broadly defined (the Rating Process).

Application: All analytical groups globally

Purpose: To ensure analytical records are maintained in a consistent manner and retained in accordance with applicable laws, regulations and policies.

1.1. Analytical Group Documents to be Retained

This FM procedure concerns the filing and retention of the following categories of analytical group documents:

Rating Specific Documents

Documents, including internal records and working papers, used or created in support of determining and assigning any type of credit rating, assessment, opinion, score or other Fitch credit product (defined collectively as Fitch Rating Products);

External and internal communications, including emails, received and sent by Fitch and its employees that relate to initiating, determining, maintaining, monitoring, changing or withdrawing a credit rating;

Please note: Maintenance of the final versions of RACs, Pre-sale reports and other rating specific reports that are published to the Fitch Website are the responsibility of the Publishing team.

Non-Rating Specific Documents

Working papers, for example documents related to the creation of special reports, criteria reports, updates, sector credit factors and similar publications must be housed on a group specific shared drive. Folders must be well labelled and easily identifiable. An example of a well labelled file would be, Work Papers for Bank Defaults SR 12_04_2014.

Group-specific Training/Help Notes

Current versions of group-specific procedures relating to the Rating Process that supplement the Rating Process Manual must be published via Policy Tech and accessed via Fitch Exchange (FX).Prior versions must be maintained on the group shared drive in a folder titled: Group Specific Training Help Notes.




1.2. General Guidelines

Paper Documents and Offsite/Fitch Library Storage

This procedure covers file maintenance practices going forward and does not address any physical documents or paperwork which is currently stored in Fitch’s library, Iron Mountain or any other offsite storage facility. The Fitch Library maintains procedures related to those older documents. Going forward analytical groups should not send paper/physical documents of any kind to the Library for on-site or off-site storage.

Location of Documents

During the course of credit analysis any documents that are used or created in support of determining or assigning credit ratings are to be maintained in secure file shared drives and/or systems, not on personal drives/records.

Form of Retention

Documents subject to retention as defined in the attached appendices are to be maintained in Document Manager (DM) in electronic form and not in hard copy.

Documents that originate in hard copy must be scanned into an electronic file to a quality standard similar to that of the hard copy original. If the original hard copy is in color, the scanned copy must also be in color.

Disposal of Physical Documents

Once scanned, the scanned version of the document must be checked against the physical document to ensure that all pages have been scanned and are of an acceptable quality. After the scanned version has been checked against the physical document, the scanned version must be electronically filed and the physical documents disposed of properly. If the documents are public documents they may simply be discarded or recycled. If they are confidential in nature, you must take precautions to ensure that the physical documents are disposed of in accordance with Fitch’s policy on the handling of confidential information.

Limited Retention of Duplicate Documents and Files

Analysts may maintain hard copy and electronic documents relating to Fitch’s Credit Products in their individual files in limited circumstances:

Analysts who attend a rating committee may maintain duplicate files concerning the subject matter of the rating committee until the conclusion of the next rating committee relating to the same issuer or issuance or group of issuers or issuance. If the issuer or one or more issuance are placed on Rating Watch, the files may be retained until the Rating Watch is resolved. After the relevant next rating committee or the resolution of the Rating Watch, as the case may be, analysts must erase all electronic versions of the files they have been retaining and dispose of all physical files in the manner described above. Under no circumstances shall electronic files be stored on any computer or device other than a Fitch issued desktop or laptop or on a restricted drive or file system maintained by Fitch. Copies of any physical documents must remain on Fitch’s premises in secured storage.

Analysts may individually maintain research materials and industry information relevant to their professional duties and/or development.




1.3. Filing Rating Specific Documents in Document Manager

Working Folders

A Working Folder for each Entity or Structured Finance Transaction must be established on a restricted group shared drive to serve as the place to house documents that are created or obtained by the analytical team during the course of the credit rating analysis. This Working Folder structure is what allows Fitch to restrict access by business group/region or limit access of recused individuals during the rating process and until documents are loaded onto the Fitch Document Manager (DM) system.

Items pertinent to the surveillance or the next review of a rating may be maintained in the working folder for continuity purposes.

Any supporting documentation attached to the committee package/presentation must be filed as part of the committee presentation/package. Analytical teams are not required to maintain the final copies of RACs and/or rating related research reports in DM. Maintenance of those documents is the responsibility of the Publishing group.

At the conclusion of the Rating Process, the Primary/Surveillance analyst is responsible for making certain that all required documentation, including that which is automatically uploaded into Document Manager, is completed in a timely and accurate manner.

Document Manager (DM)

Fitch has created an application to manage the retention of documents that are saved in support of the credit rating process in accordance with Fitch’s File Maintenance procedure. Currently the Fitch DM system is configured only to house documents related to the credit ratings/analysis process. It is Fitch’s intention to enhance the DM system in the future to allow for the filing of additional documentation unrelated to credit rating activities such as work papers retained in support of the creation of research and criteria reports.

Document Retention Requirements

How long Fitch maintains a particular document is governed by a file plan which is imbedded in the DM system. The file plan consists of general rules about how long certain documents must be retained and additional rules related to local office retention periods that must be factored into the retention formula. The local offices rules are detailed in appendix1.21. These general retention periods are tied to the LEVEL ONE document types detailed below. These general rules are used in combination with other meta-data or tags that are assigned to each document when it is filed into DM. For example, when a document is uploaded to DM via Rating Cart, the information about the rating, such as the Rating Effective date, is automatically transferred to the document being filed.

Analysts should not be concerned about retention periods. Instead, analysts should focus on tagging the documents correctly and the file plan will make certain that they are retained for the appropriate period of time.

What must be saved in Document Manager?

Documents stored in DM must provide any individual, be it a Fitch analyst, external regulator, or internal auditor, with enough information to understand how a credit rating was determined including all evidence to support the analysis.




Timing

For documents related to all Public and Private Rating Actions (includes Credit Opinions, RAS and all public/private rating actions), core documents relating to the Rating Process and subject to retention must be filed into DM within 40 calendar days of the effective date of the credit action to which they relate. If the rating review process does not result in a Fitch rating action, all documents related to the review process must be filed into DM within 40 calendar days of the date the issuer or the third party is notified of the results of such review.

Versions that must be maintained in Document Manager (DM):

If analysts receive multiple versions of the same document. i.e., transaction or financial documents, throughout the course of the rating review it is only necessary to save the most current version of the document on which the final rating decision was based. Unmarked drafts or earlier versions of documents that analysts have not annotated or otherwise individually marked are not subject to retention and the analysts should discard such unmarked drafts or earlier versions in accordance with Fitch’s policy on the handling of confidential information. Annotated or otherwise individually marked drafts of final versions of documents must be retained in DM under the document type “Analyst Notes.”

Responsibility for Filing Documents

The Primary/Surveillance analyst is responsible for making certain that all required documentation, including that which is automatically uploaded via Rating Cart is completed in a timely and accurate manner.

The group specific appendices provide greater detail as to retention and filing requirements.




1.4. Document Types and Document Type Details Document Types (LEVEL ONE)

Mandatory List for all analytical groups1

The following list of LEVEL ONE document types is the mandatory list that all users of DM must utilize. Level One document types are critical data elements in the retention/file plan of the DM system. Please note that some Document Types may not apply to certain analytical groups.

Committee Packages Committee Minutes (automatically filed via Rating Cart) Rating Letters Model Input/Model Output 2 Confidentiality Agreements Transaction Documents Surveillance Data Reports3 Financial Documents Issuer Notifications (automatically filed via Rating Cart if Rating Cart tool is used) Confidential Access Report(automatically filed via Rating Cart) Reference Materials (if used in the Rating Process) Analyst Notes Presentations (Issuer/Banker/Arranger) Analytically Significant Correspondence(Internal and external communications (including all analytically significant emails or other correspondence between the Issuer/or their agent and Fitch Ratings)) Documents containing instrument details, supplied by third party data service providers (e.g., Bloomberg), on the basis of which a rating has been applied to an issuance that is part of an already-rated debt class

Document Type Details (LEVEL TWO)

Document Type Details is considered a LEVEL TWO detail and may be customized by each analytical group as needed. The primary purpose of this descriptor is to assist with document retrieval. It is not a critical input into the file retention plan but if used correctly, will eliminate the need for an overly rigid file naming convention. Care must be taken when assigning file names but bear in mind file names are only ‘one’ attribute that assist with file retrieval.

Each group may add additional detail by creating LEVEL TWO document types to reflect their group’s individual needs. These LEVEL TWO document types must be included in their respective group appendix.

1 This procedure currently excludes Servicer Rating documentation therefore; analysts involved in Servicer Ratings must continue to follow Bulletin #11. 2 If model inputs are stored in a secure Fitch maintained database, i.e. FDR, this is deemed sufficient. Please refer to page [26] for a list of approved Fitch maintained databases. 3 If surveillance data is stored in a secure Fitch maintained database this is deemed sufficient.




EXAMPLES

For example the Transaction Document Type details for US Public Finance might include:

USPF Transaction Documents (Level ONE) Offering Documents (POS, OM) (Level Two) Bonds Documents (Resolutions, Agreements, Indentures) (Level Two) Independent Expert Reports(Level Two) Legal Opinions (Level Two) Credit Support Documents (Level Two) Issuer Policies (Level Two)

Transaction Document Type details for SF RMBS might include:

RMBS Transaction Documents (Level ONE) Legal Opinions (Level Two) Trust Certificates (Level Two) Transaction Specific Presentations (Level Two) Loan/Asset Documents (Level Two) Final Closing Documents ((when and if received)(Level Two) Issuer Financial Statements (Level Two) Third Party Servicing Agreements (Level Two) Prospectus/Offering Circular (Level Two) Credit Support Agreements (Level Two) Mortgages/Deeds of Trust (Level Two) Option Exercise (Level Two) Organizational Documents re SPV/SPE (Level Two) Stand By-Purchase Agreements (Level Two)

Email

All correspondence including emails that are directly related to the rating process, except those dealing with purely administrative issues such as the scheduling of meetings or conference calls must be saved in Document Manager (DM) as part of the analytical file.

Application of Data Dates

With the exception of SF and USPF, most transaction and financial documents which are uploaded into DM will require the assignment of a Data Date. Please follow the guidance below when making this assignment:

Data Date for Transaction Documents is maturity or redemption date.

Data Date for Financial Documents is relevant financial quarter, release date, or date of receipt, as applicable.




1.5. Filing Non Rating Specific Documents

Non Rating Specific documents such as working papers created in support of special reports and research must be housed on a group specific shared drive and all folders must be well labelled and easily identifiable.




Appendix 1.6

Global Corporate Rating Process Related Documents

Documents Automatically Generated and Saved to DM by Rating Cart

Corporate Committee Minutes

Corporate Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

Corporate Confidential Access Report

Documents that must be uploaded to DM by the primary/surveillance analyst

Corporate Rating Letter

Corporate Committee Package

Corporate Financial Documents

Entity Annual Financial Statements Entity Interim Financial Statements Unscheduled Material Event

Corporate Transaction Documents

Bank Agreement Bond Indenture Prospectus Registration Statement Term Sheet Transaction Agreement

Corporate Model (Input and Output)

COMFORT excel file used in analysis Corporate Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes Corporate Presentations (Issuer/Banker/Arranger)

Corporate Issuer Notification

Filing of additional notifications sent outside of Rating Cart

Inbound Outbound Outbound Attachment

Corporate Analytically Significant Correspondence Used in the Rating Process

Corporate Reference Materials Used in the Rating Process

Corporate Confidentiality Agreements




Appendix 1.7

Global FI Rating Process Related Documents


Financial Institutions Committee Minutes

Committee Discussion Notes (if created must be approved via rating cart workflow) Financial Institutions Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

Financial Institutions Confidential Access Report


Financial Institutions Rating Letter

Financial Institutions Committee Package

Financial Institutions Financial Documents

Financial statements Financial analysis Regulatory filings Budgets/forecasts

Financial Institutions Transaction Documents

Offering memorandum/prospectus Term sheet/pricing supplement

Financial Institutions Model (Input and Output)

Financial Institutions Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes Financial Institutions Presentations (Issuer/Banker/Arranger)

Financial Institutions Issuer Notification

Filing of additional issuer notifications sent outside of Rating Cart


Financial Institutions Analytically Significant Correspondence Used in the Rating Process

Financial Institutions Reference Materials Used in the Rating Process

Financial Institutions Confidentiality Agreements




Appendix 1.8

Global FAM Rating Process Related Documents


FAM Committee Minutes

FAM Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

FAM Confidential Access Report


FAM Rating Letter

FAM Committee Package

FAM Financial Documents

Financial Statements Fin Analysis/Ratio Page/SOV Database Management Discussion and Analysis Performance Analysis

FAM Transaction Documents

Bank Loan Agreements Indenture Investment Policy Legal Opinions Offering Memorandum Pricing/Operational Policy Prospectus Proxy Statement Purchase Agreements Remarketing Agreement Term Sheets Tender and Paying Agent Agreement

FAM Model (Input and Output)

FAM Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes FAM Presentations (Issuer/Banker/Arranger)

FAM Issuer Notification



FAM Analytically Significant Correspondence Used in the Rating Process

FAM Reference Materials Used in the Rating Process

FAM Confidentiality Agreements




Appendix 1.9

Global Infrastructure Rating Process Related Documents


Global Infrastructure Committee Minutes

Global Infrastructure Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

Global Infrastructure Confidential Access Report


Global Infrastructure Rating Letter

Global Infrastructure Committee Package

Global Infrastructure Financial Documents

Financial Statements Analytical Spreadsheets Budgets Forecasts

Global Infrastructure Transaction Documents

Prospectus/Offering Circular Independent Expert Reports (Third Party Reports) Legal Opinions Agreements Amendments Bondsize/Cashflow Analysis Contracts Deeds Forecasts Guaranty Indentures Legislation Policies Resolutions Term Sheets

Global Infrastructure Surveillance Documents

Operating Reports Global Infrastructure Model (Input and Output)

Issuer model Fitch model

Global Infrastructure Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes Global Infrastructure Presentations (Issuer/Banker/Arranger)




Global Infrastructure Issuer Notification



Global Infrastructure Analytically Significant Correspondence Used in the Rating Process

Global Infrastructure Reference Materials Used in the Rating Process

Site Maps/ Photos Org Charts Issuer Press Releases Project Updates Independent Expert Reports (Third Party Reports)

Global Infrastructure Confidentiality Agreements




Appendix 1.10

US Public Finance Rating Process Related Documents


USPF Committee Minutes

USPF Issuer Notification (Issuer/Obligor notification outbound automatically saved by Rating Cart if that feature is used)

USPF Confidential Access Report


USPF Rating Letter

USPF Committee Package

USPF Transaction Documents

Agreements Amendments Bondsize/Cashflow Analysis Certificates Contracts Forecasts Indentures Legal Opinions Legislation Letters of Credit Offering Documents Policies Expert Reports- Engineering/ Feasibility Resolutions Stress Tests SWAP Documents Term Sheets Credit Enhancement Notices

USPF Financial Documents

Actuarial Reports Audited Financial Statements Budgets Capital Improvement Plans Forecasts Management Discussion & Analysis Operating Statistics Unaudited Financial Statements

USPF Model (Input and Output)

USPF Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes USPF Presentations (Issuer/Banker/Arranger/Obligor)




USPF Issuer Notification



USPF Analytically Significant Correspondence Used in the Rating Process

USPF Reference Materials Used in the Rating Process

News Articles Org Charts Obligor Press Releases Project Updates Third Party Research/ Data

USPF Confidentiality Agreements




Appendix 1.11

IPF Rating Process Related Documents


IPF Committee Minutes

IPF Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

IPF Confidential Access Report


IPF Rating Letter

IPF Committee Package

IPF Financial Documents

Annual Financial Accounts Budgets

IPF Transaction Documents

IPF Model (Input and Output)

IPF Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes IPF Presentations (Issuer/Banker/Arranger/Advisor)

IPF Issuer Notification



IPF Analytically Significant Correspondence Used in the Rating Process

IPF Reference Materials Used in the Rating Process

IPF Confidentiality Agreements




Appendix 1.12

Global Insurance Rating Process Related Documents


INS Committee Minutes

INS Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

INS Confidential Access Report


INS Rating Letter

INS Committee Package

INS Financial Documents

Financial Statements Financial Analysis Issuer Provided Information Peer Analysis

INS Transaction Documents

Bank Facilities Debt Issues Funding Agreements

INS Model (Input and Output)

INS Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes INS Presentations (Issuer/Banker/Arranger)

INS Issuer Notification



INS Analytically Significant Correspondence Used in the Rating Process

INS Reference Materials Used in the Rating Process

INS Confidentiality Agreements




Appendix 1.13

Global Sovereigns Rating Process Related Documents


SOV Committee Minutes

SOV Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

SOV Confidential Access Report


SOV Rating Letter

SOV Committee Package

SOV Financial Documents (will not be used by the SOV team)

SOV Transaction Documents

SOV Model (Input and Output)

Sovereign Rating Model (full file) Debt Dynamics Model (full file) Country db_live workbook (full file)

SOV Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes SOV Presentations (Issuer/Banker/Arranger)

SOV Issuer Notification



SOV Analytically Significant Correspondence Used in the Rating Process

SOV Reference Materials Used in the Rating Process

SOV Confidentiality Agreements




Appendix 1.14

Global RMBS Rating Process Related Documents


RMBS Committee Minutes

RMBS Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

RMBS Confidential Access Report


RMBS Rating Letter

RMBS Committee Package

RMBS Financial Documents

RMBS Transaction Documents

Credit Support Agreements Derivatives Final Closing Documents Legal Opinions Loan Asset Documents Mortgage/Deeds of Trust Option Exercise Organizational Documents SPV/SPE Prospectus/ Offering Circular Stand by Purchase Agreements Third Party Servicing Agreements Trust Certificates

RMBS Surveillance Documents

RMBS Model (Input and Output)

RMBS Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes RMBS Presentations (Issuer/Banker/Arranger)

Transaction Specific RMBS Issuer Notification



RMBS Analytically Significant Correspondence Used in the Rating Process

RMBS Reference Materials Used in the Rating Process

RMBS Confidentiality Agreements




Appendix 1.15

Global CMBS Rating Process Related Documents


CMBS Committee Minutes

CMBS Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

CMBS Confidential Access Report


CMBS Rating Letter

CMBS Committee Package

(Committee) Final (Committee) Preliminary (Committee) Quote

CMBS Financial Documents

CMBS Transaction Documents

(Deal Docs) Drafts (Deal Docs) Final Closing Deal (Deal Docs) Working Party List (Loan Data) B-Notes (Loan Data) Asset Summaries (Loan Data) Shadow Rated Loans - CF & Debt Proceeds Analysis (Loan Data) Non Shadow Rated Loans - CF analysis (Loan Data) Load Documents (Loan Data) Site Inspections & Photos (Loan Data) Third Party Reports

CMBS Surveillance Documents

(Surv) Comparative Financial Report (Surv) OSARS and Data Tapes (Surv) Rating Confirmation Legal Opinion (Surv) Rating Confirmation Servicer Package (Surv) Servicer Email Response (Surv) Watch List

CMBS Model (Input and Output)

(Model) Additional Model Data (Model) Fitch Calculations (Model) Fitch Feedback & Splits (Model) Model Data Strats (Model) Model Tapes




CMBS Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes CMBS Presentations (Issuer/Banker/Arranger)

CMBS Issuer Notification



CMBS Analytically Significant Correspondence Used in the Rating Process

CMBS Reference Materials Used in the Rating Process

CMBS Confidentiality Agreements




Appendix 1.16

Global ABS Rating Process Related Documents


ABS Committee Minutes

ABS Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

ABS Confidential Access Report


ABS Rating Letter

ABS Committee Package

ABS Financial Documents

ABS Transaction Documents

Transaction/ Closing Documents Legal Opinions Organizational Documents SPV/SPE Offering documents

ABS Surveillance Documents

ABS Model (Input and Output)

ABS Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes ABS Presentations (Issuer/Banker/Arranger)

ABS Issuer Notification



ABS Analytically Significant Correspondence Used in the Rating Process

ABS Reference Materials Used in the Rating Process

ABS Confidentiality Agreements




Appendix 1.17

Global CDO Rating Process Related Documents


CDO Committee Minutes

CDO Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

CDO Confidential Access Report


CDO Rating Letter

CDO Committee Package

Final Preliminary

CDO Financial Documents

CDO Transaction Documents

Amendments Auditors Reports Buyback Notices Collateral Management Agreements Credit Default/Total Return Swap Docs Credit Event Notice Credit Support Agreements Deal Comment Effective Date Report Indenture Interest Rate/basis/Currency Swap Legal Opinions Loan collateral docs Note Valuation Report Organizational Documents SPV/SPE Portfolio Report Prospectus/ Offering Circular

CDO Surveillance Documents

Remittance Reports CDO Model (Input and Output)

Cash Flow Analysis Structurer Model Vector Analysis




CDO Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes CDO Presentations (Issuer/Banker/Arranger)

CDO Issuer Notification



CDO Analytically Significant Correspondence Used in the Rating Process

CDO Reference Materials Used in the Rating Process

CDO Confidentiality Agreements




Appendix 1.18

Covered Bonds Rating Process Related Documents


CVB Committee Minutes

CVB Issuer Notification (outbound automatically saved by Rating Cart if that feature is used)

CVB Confidential Access Report


CVB Rating Letter

CVB Committee Package

CVB Financial Documents

CVB Transaction Documents

Asset Agreements Credit Support Agreements Deed of Pledge Derivatives Final Closing Documents Final Terms Guarantee Issue Agreements Legal Opinions Loan Asset Documents Mortgage / Deeds of Trust Organizational Documents SPV/SPE Other Agreements Prospectus / Offering Circular Term Sheet

CVB Surveillance Documents

CVB Model (Input and Output)

CVB Analyst Notes (notes taken during a phone call or meeting during the rating process)

Management Meeting Notes CVB Presentations (Issuer/Banker/Arranger)

CVB Issuer Notification



CVB Analytically Significant Correspondence Used in the Rating Process

CVB Reference Materials Used in the Rating Process

CVB Confidentiality Agreements




Appendix 1.19 Approved Databases

Database Name Analytical Team

FDR CF/FI

US RMBS Loan Loss Model RMBS

Office DW FI

FAST FAM

Appendix 1.20 File Retention Plan

Fitch File Retention Plan

Document Type Minimum Retention Period

Committee Minutes Permanent

Committee Packages Permanent

Rating Letters Permanent

Model Input/Model Output Maturity/Data Date+6

Confidentiality Agreements Maturity/Data Date +6

Financial Documents Rolling 6 years

Surveillance Data Reports Rolling 6 years

Transaction Documents Maturity/Data Date +6

Issuer Notifications Maturity/Data Date +6

Confidential Access Report Maturity/Data Date +6

Reference Materials Maturity/Data Date +6

Analyst Notes Maturity/Data Date+6

Presentations (Issuer/Banker/Arranger) Maturity/Data Date+6

Analytically Significant Correspondence 5 years




Appendix 1.21 Retention Periods for Local Offices

City Country Region Survillance Retention Periods Scorce of file retention

information

Johannesburg South Africa Africa 6 years Reg.Database

Beijing and Shanghai China Asia Follows Fitch's policy (no local requirement) Local office response

Hong Kong Hong Kong Asia 7 years Reg.Database

Mumbai India Asia 5 years Local office response

Jakarta Indonesia Asia Follows Fitch's policy (no local requirement) Local office response

Tokyo Japan Asia 5 years Reg.Database

Seoul** Korea Asia 5 years Reg.Database

Singapore Singapore Asia 6 years Reg.Database

Taipei** Taiwan Asia 5 years Reg.Database

Bangkok Thailand Asia Follows Fitch's policy (local requirement - 2 Local office response

Colombo Sri Lanka Asia 6 years Local office response

Sydney Australia Australia/Oceania 7 years Reg.Database

Paris France Europe 5 years Reg.Database - ESMA

Frankfurt am Main Germany Europe 5 years Reg.Database - ESMA

Milan Italy Europe 5 years Reg.Database - ESMA

Warsaw Poland Europe 5 years Reg.Database - ESMA

Moscow Russia Europe Follows Fitch's policy (no local requirement) Reg.Database

Madrid Spain Europe 5 years Reg.Database - ESMA

Stockholm Sweden Europe 5 years Reg.Database - ESMA

Istanbul Turkey Europe 10 years Local office response

Mexico City Mexico Latin America 5 years Reg.Database

San Salvador El Salvador Latin America 10 years Local office response

Sao Paulo Brazil Latin America 5 years Reg.Database

Santiago Chile Latin America Follows Fitch's policy (no local requirement) Local office response

Bogota Colombia Latin America 10 years Local office response

San Jose Costa Rica Latin America Follows Fitch's policy (local requirement - 5 Local office response

Dubai United Arab Emirates Middle East 5 years Reg.Database - ESMA


Procedure Owner: Global Operations Management

Procedure Reviewers: Susan Launi, RAPP

Approvers: Ian, Linnell, Karen Skinner, Brett Hemsley and Mark Oline

Procedure Applies to: All Global Analytical Groups

Effective Date: January 8, 2019

Bullletin #: 11A

Version: 2.0

Summary of Changes: Added documents containing instrument details, supplied by third party data service providers (e.g.,

Bloomberg), on the basis of which a rating has been applied to an issuance that is part of an already-rated debt class.as Level One document types (the mandatory list that all users of DM must utilize). Level One document types are critical data elements in the retention/file plan of the DM system. (Section 1.4)