Copyright ©2018 Amherst Pierpont Securities LLC and its affiliates (“Amherst Pierpont”). All rights reserved. Amherst Pierpont Securities LLC is a member of Financial Industry Regulatory Authority and Securities Investor Protection Corporation. Amherst Pierpont Securities LLC is a limited liability company organized in the state of Delaware with offices at 245 Park Avenue, 15th Floor, New York, NY 10167.

The following disclaimers are generally applicable to any and all electronic communications which Amherst Pierpont sends to you (including, but not limited to, email, instant message, chat, fax, and file sharing service, and any attachments, internet links, or other material as may be contained therein) (hereinafter “Electronic Communication”). Electronic Communications are further qualified by Amherst Pierpont’s Terms of Business, regardless of whether you are deemed to be an Amherst Pierpont client or not.

Privileged and Confidential

This Electronic Communication is intended only for the use of the individual or entity to which it is addressed, and may contain material that is proprietary, privileged, confidential and exempt from disclosure under applicable law. If the reader of this Electronic Communication is not the intended recipient, or the employee or agent responsible for delivering this Electronic Communication to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this Electronic Communication, in whole or in part, is strictly prohibited without Amherst Pierpont’s prior written consent. If you have received this Electronic Communication in error, please notify us immediately by telephone at 646.776.7700 and destroy this Electronic Communication and any and all copies hereof (whether electronic or printed) including any attachments.

Monitoring and Record Retention

Amherst Pierpont reserves the right to monitor, record, and retain Electronic Communications to the maximum extent permitted by applicable law, in a manner determined by Amherst Pierpont at its sole discretion.

Non-Reliance

This Electronic Communication is not intended as an official communication unless otherwise agreed. Any material contained herein is provided as an informational courtesy only. With respect to such material, unless otherwise stated, Amherst Pierpont is not making any predictions or projections relating to any trade ideas or disclosures relating to any economic outlook or market commentary. Unless otherwise stated, any views, opinions, forecasts, pricings, or estimates are those solely as of the date of their publication, and are subject to change without notice. Amherst Pierpont does not undertake, and disclaims any duty to undertake, to update or to revise such material as may be contained herein.

Amherst Pierpont does not represent or warrant that this Electronic Communication is accurate, timely, complete, secure, error-free or virus-free. Amherst Pierpont makes no representation or warranty as to the permissibility or legality of any financial instrument in any jurisdiction. Amherst Pierpont and its directors, officers, and employees disclaim any and all liability for any loss or damage (whether direct or indirect) arising out of your reliance on or use of such material as may be contained herein to the maximum extent permitted by applicable law. By engaging in Electronic Communication with Amherst Pierpont, you understand and accept all risks associated therewith.

Third Party Data

Material contained in this Electronic Communication may derive from a variety of third party sources, and may be subject to change. Amherst Pierpont and its directors, officers, and employees disclaim any and all liability for any loss or damage (whether direct or indirect) arising out of your reliance on or use of such third party material to the maximum extent permitted by applicable law.

No Research

This Electronic Communication is not authored by a research analyst, nor is it the product of a research department, nor does it constitute research or “research reports” as commonly understood under the securities laws and regulations promulgated thereunder. This Electronic Communication is not in accordance with legal requirements designed to promote the independence of investment research, nor is it subject to any prohibition on dealing ahead of the dissemination of investment research.

Potential Conflicts of Interest

Amherst Pierpont may at any time enter into transactions for its own account, or for the account of its customers, which may affect product performance. In preparing material contained within this Electronic Communication, the author may have consulted or otherwise discussed the matters referenced herein with one or more of Amherst Pierpont’s trading desks, any of which may have accumulated or otherwise taken a position, long or short, in any of the financial instruments discussed herein or related hereto. Further, in connection with any financial instrument discussed herein or related hereto, Amherst Pierpont or any of its affiliates may act as a market maker or principal dealer, and may have proprietary interests that differ from or conflict with your own.

Not for Retail

This Electronic Communication is intended exclusively for institutional investors and professional clients, as defined under applicable law and regulation, and is therefore not intended for retail customer use.

No Offer

This Electronic Communication does not, by itself, constitute a solicitation or an offer to enter into any transaction. Amherst Pierpont transactions may require completion of a formal, internal approval process, followed by execution of legal or transaction documents.

No Advice

Amherst Pierpont does not provide any investment, legal, accounting, tax, financial or other advice to you through this Electronic Communication, nor does it act as an advisor or fiduciary with respect to you. As such, Amherst Pierpont has no obligation to determine the suitability of any transaction described herein.

You are advised to undertake an independent review and evaluation of any material contained herein regarding the potential legal, tax, regulatory and accounting implications of any transaction described herein, and any other investigation as you may consider necessary in determining suitability for you, prior to making any decision to transact in any financial market or instrument.

Past or Simulated Past Performance; Scenario Analysis

Past or simulated past performance is not indicative of future performance. Any material (including projected cashflow, pricing, yield, and return information) contained in this Electronic communication in connection with back-testing, modelling, and scenario analysis is provided to you solely to illustrate hypothetical results, which may differ from actual results. Any illustrations contained herein are provided as examples only. Amherst Pierpont makes no representation or warranty as to the completeness of any such material, or the accuracy of any assumptions contained herein. Amherst Pierpont does not represent or warrant that any material contained in this Electronic Communication (including transactional documents, trading activity, and financial statements and reports) has been audited, nor that any specific results will be achieved.

Inventory

Any transaction in any securities will be effected though Amherst Pierpont. Any material contained in this Electronic Communication which relates to Amherst Pierpont’s inventory of securities or other instruments: (i) is indicative in nature at the date and time specified, and is subject to change without notice; (ii) neither reflects the actual prices or spread levels at which Amherst Pierpont or any third party would purchase securities or other instruments from addressed recipient, nor constitutes a firm bid or offer, nor a solicitation of a firm bid or offer, to buy or sell securities or other instruments; (iii) does not reflect prices or spread levels at which securities or other instruments would be terminated or closed out at any time; (iv) takes no account of potential illiquidity due to the size of a transaction or the illiquidity resulting from the absence of an actively traded market; and (v) does not reflect the values of securities or other instruments carried on the books and records of Amherst Pierpont, or of the values produced by models used by Amherst Pierpont or other sources.

Important Disclosures for Non-US Customers

Copyright ©2018 Amherst Pierpont Securities LLC and its affiliates (“Amherst Pierpont”). All rights reserved. Amherst Pierpont is a securities broker-dealer registered with the US Securities and Exchange Commission and various state securities regulators in the United States.  Amherst Pierpont is not registered with, and does not intend to register with, regulatory authorities outside the United States.  Amherst Pierpont does not offer any services to persons outside the United States that would require Amherst Pierpont to become a registered or licensed in any non-US jurisdiction.

This material is being provided to you in connection with securities referenced in this Electronic Communication (the “Securities”), which Amherst Pierpont’s personnel may, from Amherst Pierpont’s office(s) in the United States, sell or purchase to the extent permitted by applicable local law.  The Securities may not be licensed for public sale in every jurisdiction, and restrictions may apply to subsequent transfers.  Any non-US investor who acquires the Securities does so under the investor’s own responsibility.  Without limiting the foregoing, Amherst Pierpont provides the following important notices:

Notice to Residents of Austria:

This document constitutes marketing material.  This document does not constitute “investment recommendations” or “information recommending or suggesting an investment strategy” for purposes of the EU Market Abuse Regulation.  Any reference in this document to a particular tax treatment depends on the individual circumstances of each client and may be subject to change in the future.

The sole purpose of this document is to provide general information.  The transmission of this information does not constitute an offer or an invitation to subscribe or purchase financial instruments, nor a recommendation to purchase financial instruments or an offer or acceptance of an offer to conclude a consultancy agreement.  The information contained in this document, and all other information or documents transmitted in connection with this document, do not form a basis for any contractual or other obligation, nor do they replace a consultation of (legal, financial or tax) advisors by the recipient.  Historical data and information must not be taken as an implication in relation to any future performance.

Unless specifically set forth to the contrary herein, the information provided in this document is not intended to constitute disclosure documents, performance information or public release required under the laws of Austria.

The information contained in this document may include certain forward-looking statements with respect to the financial condition, results of operation and business, distribution amounts, and strategy.  By their very nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty, because they relate to events and also depend on circumstances that will occur in future.  Should the risks and uncertainties materialize, or should the underlying expectations not occur or assumptions prove incorrect, actual results or performance may vary materially from those described implicitly or explicitly in the relevant forward-looking statement.  Given these uncertainties, readers should not put undue reliance on any forward-looking statement.  Amherst Pierpont neither intends nor assumes any obligation to update or revise these forward-looking statements, and the expectations or assumptions associated with them, except as required by applicable laws and regulations.

While the information is intended to be thorough, there is absolutely no assurance or warranty with respect to the accuracy, completeness, adequacy, or fairness of the same.  Accordingly, Amherst Pierpont does not accept any liability that the information provided therein is accurate, complete and in accordance with the facts.

English terms for Austrian legal, accounting, tax, and business concepts in this document may not be precisely identical to the concept of their respective equivalent Austrian terms.  No assurance or warranty is given for the completeness or accuracy of English translations.  With respect all terms used in this document, including, without limitation, financial statements, if there are any discrepancies in the meaning or interpretation of such terms between the original language and the English translations thereof, the original term in the original language, respectively, will always govern the meaning and interpretation of such term.

This document is protected by copyright and other intellectual property laws and other applicable laws of each country.  Except for personal, non-commercial internal use, you are strictly prohibited to use (including duplication, reproduction, modification, publication, distribution, or any commercial use of) any of the materials and the information in this document, without our prior written consent.

Notice to Residents of Chile:

The offer of the Securities began on the date of the attached document and is subject to General Rule No. 336 of the Comisión para el Mercado Financiero (CMF).  The Securities are not registered in the Securities Registry (Registro de Valores) or in the Foreign Securities Registry (Registro de Valores Extranjeros) of the CMF and, therefore, they are not subject to the supervision of the CMF.  Because the securities are unregistered, we are not required to disclose public information about them in Chile.  These securities may not be publicly offered in Chile unless they are registered in the corresponding securities registry.

La oferta de los Valores comenzó en la fecha que se indica en el documento adjunto y está sujeta a la Norma General Nro. 336 de la Comisión para el Mercado Financiero (CMF).  Los Valores que se ofrecen no están registrados en el Registro de Valores ni en el Registro de Valores Extranjeros del CMF y, por lo tanto, no están sujetos a la supervisión del CMF. Al ser valores no registrados, no estamos obligados a divulgar información al público sobre estos Valores en Chile. Estos valores no pueden ofrecerse al público en Chile a menos que estén registrados en el correspondiente registro de valores.

Notice to Residents of Colombia:

The Securities have not been and will not be registered before the Colombian National Registry of Securities and Issuers or with any Colombian securities exchange or trading system.

This does not constitute and may not be used for, or in connection with, a public offering as defined under Colombian law and shall be valid in Colombia only to the extent permitted by Colombian law.  The Securities may only be exchanged inside the territory of the Republic of Colombia to the extent permitted by Colombian law.

This is for the sole and exclusive use of the addressee as a designated individual/investor, and cannot be considered as being addressed to or intended for the use of any third party, including any of such party´s shareholders, administrators or employees, or by any other third party resident in Colombia.  The information contained in this memorandum is provided for illustrative purposes only and no representation or warranty is made as to the accuracy or completeness of the information contained herein.

Please note that, under Colombian regulations, any offering addressed to 100 or more named individuals or companies shall be considered a public offering requiring prior approval of Colombia’s Financial Superintendency and listing on the Colombian Stock Exchange.

Notice to Residents of Germany:

This document constitutes marketing material.  This document does not constitute “investment recommendations” or “information recommending or suggesting an investment strategy” for purposes of the EU Market Abuse Regulation.  Any reference in this document to a particular tax treatment depends on the individual circumstances of each client and may be subject to change in the future.

The sole purpose of this document is to provide general information.  The transmission of this information does not constitute an offer or an invitation to subscribe or purchase financial instruments, nor a recommendation to purchase financial instruments or an offer or acceptance of an offer to conclude a consultancy agreement.  The information contained in this document, and all other information or documents transmitted in connection with this document, do not form a basis for any contractual or other obligation, nor do they replace a consultation of (legal, financial or tax) advisors by the recipient.

Unless specifically set forth to the contrary herein, the information provided in this document is not intended to constitute disclosure documents, performance information or public release required under the laws of Germany.

The information contained in this document may include certain forward-looking statements with respect to the financial condition, results of operation and business, distribution amounts, and strategy.  By their very nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty, because they relate to events and also depend on circumstances that will occur in future.  Should the risks and uncertainties materialize, or should the underlying expectations not occur or assumptions prove incorrect, actual results or performance may vary materially from those described implicitly or explicitly in the relevant forward-looking statement.  Given these uncertainties, readers should not put undue reliance on any forward-looking statement.  Amherst Pierpont neither intends nor assumes any obligation to update or revise these forward-looking statements, and the expectations or assumptions associated with them, except as required by applicable laws and regulations.

While the information is intended to be thorough, there is absolutely no assurance or warranty with respect to the accuracy, completeness, adequacy, or fairness of the same.  Accordingly, Amherst Pierpont does not accept any liability that the information provided therein is accurate, complete and in accordance with the facts.

English terms for German legal, accounting, tax, and business concepts in this document may not be precisely identical to the concept of their respective equivalent German terms.  No assurance or warranty is given for the completeness or accuracy of English translations.  With respect all terms used in this document, including, without limitation, financial statements, if there are any discrepancies in the meaning or interpretation of such terms between the original language and the English translations thereof, the original term in the original language, respectively, will always govern the meaning and interpretation of such term.

This document is protected by copyright and other intellectual property laws and other applicable laws of each country.  Except for personal, non-commercial internal use, you are strictly prohibited to use (including duplication, reproduction, modification, publication, distribution, or any commercial use of) any of the materials and the information in this document, without our prior written consent.

Notice to Residents of Guatemala:

This communication and any accompanying information (the “Information”) are intended solely for informational purposes and do not constitute (and should not be interpreted to constitute) the offering, selling, or conducting of business with respect to such Securities or services in Guatemala or the conducting of any brokerage, banking, or other similarly regulated activities in Guatemala.  Neither Amherst Pierpont nor the Securities and services described herein are registered (or intended to be registered) in Guatemala and are not regulated or supervised by any governmental or similar authority in Guatemala.  This Information is private, confidential, and sent only for the exclusive use of the addressee.  The Information must not be publicly distributed, and any use of the Information by anyone other than the addressee is not authorized.  The addressee is required to comply with all applicable Guatemalan laws, including, without limitation, tax laws and exchange control regulations, if applicable.

Notice to Residents of Honduras:

This communication and any accompanying information (the “materials”) are intended solely for informational purposes and do not constitute (and should not be interpreted to constitute) the offering, selling, or conducting of business with respect to such Securities, products, or services in Honduras or the conducting of any brokerage, investment advisory, or other similarly regulated activities in Honduras.  Neither the issuer nor the Securities, products, and services described herein are registered (or intended to be registered) in Honduras and are not regulated or supervised by any governmental or similar authority in Honduras.  The materials are private, confidential, and sent only for the exclusive use of the addressee.  The materials must not be publicly distributed, and any use of the materials by anyone other than the addressee is not authorized.  The addressee is required to comply with all applicable Honduran laws, including, without limitation, tax laws and exchange control regulations.

Notice to Residents of Mexico:

The Securities may not be publicly offered or traded in Mexico unless the same are offered or traded pursuant to the provisions of Article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations issued thereunder.  The information contained herein is solely the responsibility of the issuer of the Securities and has not been reviewed or authorized by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or CNBV).

The Securities offered have not been and will not be registered with the Registro Nacional de Valores (National Registry of Securities) of the CNBV.  Neither this nor any other offering material related to the offering of the Securities may be utilized in connection with any general offering to the public within the United Mexican States for the purpose of the sale of the Securities.  Any investor of Mexican nationality who acquires the Securities will do so under their own responsibility.

Notice to Residents of Panama:

The Securities have not been and will not be registered with the Superintendency of Securities Market of the Republic of Panama under the Single Text of Decree Law No. 1 of 8 of July of 1999 (the Panamanian Securities Act) and may not be offered or sold within Panama except in certain limited transactions exempt from the registration requirements of the Panamanian Securities Act.  The Securities do not benefit from the tax incentives provided by the Panamanian Securities Act and are not subject to regulation or supervision by the Superintendency.

Notice to Residents of Singapore:

This is published by Amherst Pierpont and relates exclusively to Securities that are bonds (as defined by the Securities and Futures (Licensing and Conduct of Business) Regulations).  Amherst Pierpont is distributing this to expert investors and/or accredited investors in reliance on Regulation 28 of the Financial Advisers Regulations.  This should not be distributed in Singapore to a person who is not an accredited investor or an expert investor (as defined by the Securities and Futures Act (the SFA)).  This is for informational purposes only and does not constitute or form any part of an offer of securities (as defined in the SFA).

Notice to Residents of Switzerland:

This document is being communicated only to selected investors.  This document is addressed to a specifically named recipient and may not be copied, reproduced, distributed, or passed on to third parties.

The issuer of the Securities is not a collective investment scheme within the meaning of the Swiss Act on Collective Investment Schemes of 23 June 2006 and its implementing regulations and has not been approved by the Swiss Financial Market Supervisory Authority (FINMA).  The Securities and any related marketing material may not and will not be publicly offered, sold, advertised, distributed, or redistributed, directly or indirectly, in or from Switzerland. No solicitation for investments in the Securities may be extended, distributed, or otherwise made available in Switzerland in any way that could constitute a public offering pursuant to articles 1156 or 652a of the Swiss Code of Obligations (“SCO”).  This document or any other offering or marketing material relating to the Securities does not constitute an offering prospectus pursuant to articles 652a and 1156 SCO and may not comply with the information standards required thereunder.

The issuer of the Securities has not applied for a listing of the Securities on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and, consequently, the information presented in this document does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange.  Neither this information nor any other offering or marketing material relating to the Securities have been or will be filed with or approved by any Swiss regulatory authority.  Distribution of this document does not oblige Amherst Pierpont to enter in any transaction.  Potential investors are advised to independently review and/or obtain independent professional advice and draw their own conclusions regarding the economic benefit and risks of an investment in the Securities and the legal, regulatory, tax, and accounting aspects of such an investment in view of their particular circumstances.  Potential investors shall be exclusively responsible for taking their own investment and/or disinvestment decisions and shall be fully and exclusively responsible for their choice of investments or divestments.  Amherst Pierpont makes no representation as to any matter or as to the accuracy or completeness of any statements made herein or made at any time orally or otherwise in connection herewith, and all liability in respect of any such matters or statements is expressly excluded.

Notice to Residents of Uruguay:

The Securities are not and will not be registered before the Central Bank of Uruguay.  The Securities are not and will not be offered publicly in or from Uruguay and are not and will not be traded on any Uruguayan stock exchange.  This offer has not been and will not be announce to the public, and offering materials will not be made available to the general public except in circumstances that do not constitute a public offering of securities in Uruguay in compliance with the requirements of the Uruguayan Securities Market Law (Law No 18.627 and Decree 322/011).  The securities will be offered in or from Uruguay only on a private placement basis.  Public advertising of this offering is and will be avoided.

Confidentiality and Restriction on Further Distribution of Materials

The materials that accompany these disclosures are provided to certain persons as part of a private offering of the Securities.  These and any other materials provided by Amherst Pierpont are confidential and are intended solely for the recipients to whom Amherst Pierpont provides them.  They may not be reproduced or distributed to other persons.  These materials may not be utilized in connection with any public offering of the Securities.

Updated August 2018