In July 2013, the Board of the International Organization of Securities Commissions (“IOSCO”) issued the Principles for Financial Benchmarks (“the Principles”) with the aim of promoting the reliability of Benchmark determinations and ensuring benchmark governance, quality and accountability. IOSCO issued the Principles with the recommendation that they guide all financial Benchmark Administrators, such as ICE Data Indices, LLC, in their operations.
In accordance with these Principles, ICE Data Indices, LLC has prepared a compliance statement.
Thank you for your interest in ICE Data Indices, LLC’s (“IDI”) report related to IDI’s adherence with the Principles for Financial Benchmarks published by the Board of the International Organization of Securities Commissions (“IOSCO”), dated as of July 2013 and available online (the “IOSCO Principles”).
You understand that Ernst & Young LLP (“EY”) was engaged by IDI to perform an examination for IDI in accordance with the attestation standards established by the American Institute of Certified Public Accountants and the International Auditing and Assurance Standards Board (“IAASB”) (the “Services”). You have requested that IDI deliver to you a copy of the report (including any portion, abstract and/or summary thereof, the “Report”) prepared by EY in connection with the Services.
This Report is intended solely for the information and use of IDI, user entities and prospective user entities of IDI’s benchmarks, entities providing services to such user entities, industry associations, and regulators who have sufficient knowledge and understanding of the following;
EY has made no representation or warranty to you as to the sufficiency of the Services, or otherwise with respect to the Report. Had EY been engaged to perform additional services or procedures, other matters might have come to EY’s attention that would have been addressed in the Report.
The Services did not constitute (1) an audit, review or examination of financial statements in accordance with generally accepted auditing standards of the American Institute of Certified Public Accountants or the standards of the Public Company Accounting Oversight Board, (2) an examination of prospective financial statements in accordance with applicable professional standards, or (3) a review to detect fraud or illegal acts. The Services did not include any procedures to test compliance with the laws or regulations of any jurisdiction.
You further acknowledge and agree that you do not acquire any rights against EY, any other member firm of the global Ernst & Young network, or any of their respective affiliates, partners, agents, representatives or employees (collectively, the “EY Firm”), and EY assumes no duty or liability to you, in connection with the Services or the Report. You may not rely on the Report and you will not contend that any provisions of United States or state securities laws could invalidate or avoid any provision of this letter.
In addition, except where compelled by legal process (of which you shall promptly inform EY and tender to EY, if EY so elects, the defense thereof), you will not disclose, orally or in writing, any Report, or make any reference to EY in connection therewith, in any public document or to any third party.
You (for yourselves and your successors and assigns) hereby release the EY Firm from any and all claims or causes of action that you have, or hereafter may or shall have, against them in connection with the Report, your access to the Report, or EY’s performance of the Services. You will not contend that any provisions of the United States or state securities laws could invalidate or avoid any provision of this letter.
To the fullest extent permitted by applicable law, you shall indemnify, defend and hold harmless the EY Firm from and against all claims, liabilities, losses and expenses suffered or incurred by any of them arising out of or in connection with (1) any breach of this letter by you or your representatives; and/or (2) any use or disclosure of, or reliance on, the Report or any portion thereof to or by any other party that obtains access to the Report, directly or indirectly, from or through you or at your request.
This letter shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and fully to be performed therein by residents thereof.
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