2016 Standard Disclosures

GENERAL DISCLOSURES
© Copyright 2016 ITG Investment Research, LLC. © All rights reserved.

All material contained in this report is the property of ITG Investment Research, LLC (“ITG IR”) unless otherwise indicated. All trademarks, service marks, logos and trade names used in this report are proprietary to ITG IR or other respective owners. This report is proprietary, confidential and provided for the exclusive use of the recipient. Any unauthorized use of the content of this report, including disclosure of confidential information contained within, is strictly prohibited.

This report is intended for informational purposes only. Under no circumstances is this report to be considered as an offer to sell or solicitation of an offer to buy any securities of any company. ITG IR provides the information and data contained herein on an “as is,” “as available” basis, without representations or warranties of any kind whatsoever, expressed or implied. The information in this report may be incomplete and may not contain all material information relating to the subject matter of the report. ITG IR has no authority whatsoever to give any information or make any representation or warranty on behalf of the company or companies that are the subject of this report, any of its shareholders or any other person in connection therewith and this report has not been authorized or approved by said company or companies.

This report is provided solely to clients of ITG IR and/or clients of ITG IR’s broker-dealer affiliates. The recipient assumes all risk and liability with regard to any use or application of the data included herein. The data provided herein is not intended to be used as the primary basis for investment decisions and nothing contained herein is, or is intended to be, predictive of the movement of the market prices of the securities of the company or companies discussed in the report. Nothing in this report is, or should be construed to be, designed to meet the particular investment needs of any investor.

It should be noted that all proprietary analyses provided by ITG IR in this report are derived from ITG IR’s analytic expertise, market knowledge, and use of the data it collects. Some of the information in this report may have been obtained from confidential and proprietary sources. This report reflects the results of our research as of the date of this report. Our research results are subject to change at any time as new or additional data and information is received and analyzed. ITG IR undertakes no duty to update this report, or to provide supplemental information to any client receiving this report, absent a specific arrangement to the contrary between ITG IR and individual clients. Specifically, ITG IR provides custom research reports to its clients which are distributed on different frequency schedules. Such custom reports may provide different depths of analysis and more frequent updates based on levels of service and fees selected by clients. Furthermore, these custom research reports may reach conclusions that differ from this report which could impact the price of a security.

Any opinions, forecasts or estimates in this report may present a possible outcome on the basis of assumptions set out herein and represent only one possible outcome and are the independent view of the author(s) of this report only. These opinions, forecasts or estimates are subject to risks, uncertainties and assumptions and there can be no assurance that future results or events will be consistent with any such opinions, forecasts or estimates

All research notes, reports, data and other information obtained from ITG IR are proprietary to ITG IR and may not be redistributed to or shared with any individual, company or entity outside of your organization without the express prior written consent of ITG IR. All such information obtained from ITG IR is the property of ITG IR unless otherwise indicated and no portion may be directly or indirectly copied, published, reproduced, modified, displayed, sold, transmitted, or redistributed in any medium without the express prior written consent of ITG IR. Specifically, such information may not be disclosed to members of any sell-side research team, within or outside of your organization. ITG IR monitors and takes seriously our responsibility to protect the assets and value of our products and services.

Except as may be expressly stated in the customer agreement between your organization and ITG IR, in no event shall ITG IR or its officers, directors, affiliates, shareholders or employees be liable for any damages including any special incidental or consequential damages that are directly or indirectly related to this report, including, without limitation, lost revenue or anticipated profits or lost business, and in no event shall the total liability of ITG IR for any and all losses and causes of action (whether in contract or in tort, including negligence or otherwise) arising from this report exceed in the aggregate the subscription fees paid to ITG IR by the applicable client for this report.

This report is not directed to, nor intended for distribution to or use by, any person or entity (1) who is not a client of ITG IR or ITG IR’s broker-dealer affiliates or (2) who is a citizen or resident or located in any locality, state, country, or other jurisdiction where such distribution, publication, availability, or use would be contrary to law or regulation or which would subject ITG IR or its affiliates to any registration or licensing requirement within such jurisdiction.

This report is being furnished on a confidential basis and is provided for information and discussion purposes only and is not, and may not be relied on in any manner as, legal, tax or investment advice. It is the responsibility of each recipient of the report to satisfy itself that its receipt and use of this report is in full compliance with the laws and regulations of the relevant jurisdiction and where in any doubt to seek appropriate legal advice.

ANALYST CERTIFICATIONS AND IMPORTANT DISCLOSURES
Regulation AC Certification: Each research analyst (“Analyst”) who has prepared, or materially assisted in the preparation of this research report (“Report”) has certified to ITG Investment Research, LLC, that the views expressed in it accurately reflect the Analyst’s personal views about any and all of the subject securities or issuers.

None of the Analyst’s compensation was, is, or will be directly or indirectly related to the views or recommendations, if any, contained in the Report.

Relationship between ITG Investment Research, LLC, ITG Inc. and ITG Canada Corp.: If this Report is being furnished to you by ITG Inc., and/or ITG Canada Corp., it is important to note that the Report was prepared exclusively by ITG Investment Research, LLC, a non-member affiliate of ITG Inc. and ITG Canada Corp. It is not, and should not be considered, a product of ITG Inc. and/or ITG Canada Corp., which is only providing the Report at the request of ITG Inc. and/or ITG Canada Corp. customers through distribution agreements between ITG Investment Research, LLC, and each of ITG Inc. and ITG Canada Corp. No Associated Person (as that term is defined in the FINRA By-Laws or Investment Industry Regulatory Organization of Canada (“IIROC”) Rules) of ITG Inc. and/or ITG Canada Corp. was involved in the analysis or production of this Report.

There are no common employees of ITG Investment Research, LLC, and Investment Technology Group, Inc., the parent of ITG Investment Research, LLC, ITG Inc., and ITG Canada Corp. Investment Technology Group, Inc. is not a registered broker-dealer, FINRA member firm or Investment Industry Regulatory Organization of Canada (“IIROC”) member firm, and does not publish, circulate or produce research reports and/or provide research services.

Although ITG Inc. and/or ITG Canada Corp. have not made independent inquiries, they are not aware of any material inaccuracies or omissions in this Report.

All securities products and services are provided by ITG Inc., a member of FINRA and SIPC, and/or ITG Canada Corp., a member of IIROC. ITG Investment Research, LLC is not a registered broker-dealer, FINRA member firm or IIROC member firm.

FINRA Rule 2241 Non-Member Affiliate Disclosures:
•As of the date of publication of this Report, neither the Analyst nor a member of the Analyst’s team maintained a financial interest in the securities of the subject companies covered in this Report.
•As of the end of the most recent month, prior to the date of publication of this Report, ITG Investment Research, LLC and/or ITG Inc. did not maintain beneficial ownership of 1% or more of a class of common equity of the subject companies covered in this Report.
•Neither ITG Investment Research, LLC, ITG Inc. nor any of their affiliates engage in the investment banking services business. As such, none have managed or co-managed a public offering for any of the subject companies’ securities in the past 12 months, received compensation for investment banking services from any of the subject companies in the past 12 months, or expect to receive or intend to seek compensation for investment banking services from any of the subject companies in the next three months.
•ITG Inc. is not a market maker and was not making a market in any of the subject companies’ securities at the time this Report was published.
•As of the date of publication of this Report, none of ITG Investment Research, LLC, ITG Inc., or any of their affiliates have an actual or material conflict of interest with either the research in this Report or the Analyst.

Investment Industry Regulatory Organization of Canada (IIROC) Rule 3400 Disclosures:
•As of the date of publication of this Report, neither the Analyst nor or a member of the Analyst’s team maintained a financial interest in the securities of the subject companies covered in this Report.
•Within the past 12-months of the date of publication of this Report, no person who was materially involved in the preparation of this Report has visited the operations of the subject companies covered in this report
•As of the end of the most recent month, prior to the date of publication of this Report, ITG Investment Research, LLC, ITG Canada Corp., and/or their affiliates did not maintain beneficial ownership of 1% or more of a class of common equity of the subject companies covered in this Report.
•As of the date of publication of this Report, no employee of ITG Investment Research, LLC, ITG Canada Corp., and/or their affiliates is a director or officer of the subject companies.
•ITG Canada Corp., and/or their affiliates are not market makers and were not making a market in any of the subject companies’ securities at the time this Report was published.

General Disclosure
ITG Canada Corp. is a minority shareholder in a company called Aequitas Innovations, Inc. (“Aequitas”), which is a regulated Canadian Securities Market. Certain clients of ITG IR and/or clients of ITG IR’s broker-dealer affiliates also maintain a financial interest in Aequitas.