PNC Capital Markets Disclosure
PNC Capital Markets LLC (“PNCCM”) or its affiliates may trade the securities/instruments that are the subject of/mentioned above for its own account for resale to clients and, as a result, may have an ownership interest in these financial instruments.
This is informational only and is not intended as an offer or a solicitation to buy or sell any security/instrument or to participate in any trading strategy. This material does not provide individually tailored investment advice. It has been prepared without regard to the individual financial circumstances and objectives of persons who read it. PNCCM believes the information contained herein to be reliable and accurate, however; neither PNCCM nor its affiliates make any guaranty or warranty as to its reliability or accuracy.
PNCCM is not providing investment, legal, tax, financial, accounting, or other advice to you or any other party. PNCCM is not acting as an advisor or fiduciary in any respect in connection with providing this information, and no information or material contained herein is to be construed as either projections or predictions. Past performance is not indicative of future results.
Allocation of Callable Securities: account may contain “callable” securities, which allow the issuer to repurchase or redeem the securities by a specified date. In the event of a partial redemption or call of securities by the issuer, PNCCM will allocate among its customers, the securities being selected as called, on a fair and impartial basis through a randomized lottery system. If your account contains callable securities subject to a partial redemption or call, the probability of your securities being selected as called is proportional to the holdings of all customers of such securities held in bulk by PNCCM. Notwithstanding the foregoing statements, PNCCM will further ensure equitable allocation of the callable securities by excluding itself as well as its interested persons from the lottery system when the redemption is made on terms that are favorable to PNCCM; and including itself as well as its interested persons in the lottery system when the redemption is made on terms that are unfavorable to PNCCM.
PNCCM, member of FINRA and SIPC, is an affiliate of PNC Bank, National Association (“PNC Bank”). PNC Bank and PNCCM are subsidiaries of The PNC Financial Services Group, Inc. (“PNC”). Investment banking and capital markets activities are conducted by PNC through its subsidiaries PNC Bank, National Association, PNCCM, Harris Williams LLC, Solebury Capital LLC. Services such as public finance investment banking services, securities underwriting, and securities sales and trading are provided by PNCCM.
PNCCM is registered with the U.S. Securities and Exchange Commission and the Municipal securities Board, customers may obtain an investor brochure that is posted on the website of the Municipal Securities Rulemaking Board at www.msrb.org that describes the protections that may be provided by the Municipal Securities Rulemaking Board rules and how to file a complaint with an appropriate regulatory authority.
Important Investor Information – Securities, insurance, foreign exchange, and derivative products are:
Not FDIC Insured • Not Bank Guaranteed • Not A Deposit
Not Insured By Any Federal Government Agency • May Lose Value
PNC Public Finance Disclosure
The information provided herein is not intended to be and should not be construed as “advice” within the meaning of Section 15B of the Securities Exchange Act of 1934, as amended.
Further:
(a) PNCCM is not recommending an action to the municipal entity or obligated person;
(b) PNCCM is not acting as an advisor to the municipal entity or obligated person and does not owe any duty pursuant to Section 15B of the Exchange Act to the municipal entity or obligated person with respect to the information contained in this communication;
(c) PNCCM is acting for its own interests; and
(d) the municipal entity or obligated person should discuss any information contained in this communication with any and all internal or external advisors and experts that the municipal entity or obligated person deems appropriate before acting on this information or material.
The following disclosures are required by Municipal Securities Rulemaking Board (“MSRB”) Rule G-17, as PNCCM proposes to serve as an underwriter, and not as a financial advisor, municipal advisor or fiduciary to any person or entity, in connection with the issuance and sale of securities for the issuer to whom this is addressed:
(i) MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors.
(ii) An underwriter’s primary role is to purchase securities with a view to distribution in an arm’s-length commercial transaction with an issuer; and an underwriter has financial and other interests that differ from those of such an issuer.
(iii) Unlike a municipal advisor, an underwriter does not have a fiduciary duty to an issuer under the federal securities laws and is, therefore, not required by federal law to act in the best interests of that issuer without regard to its own financial or other interests.
(iv) An underwriter has a duty to purchase securities from an issuer at a fair and reasonable price, but must balance that duty with its duty to sell those securities to investors at prices that are fair and reasonable.
(v) An underwriter will review the official statement, if any, for those securities in accordance with, and as part of, its responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of the transaction.
(vi) The issuer may choose to engage the services of a municipal advisor with a fiduciary obligation to represent the issuer’s interests in the transaction.
PNC Capital Markets LLC ("PNCCM"), member FINRA and SIPC, is a wholly owned subsidiary of The PNC Financial Services Group, Inc. (“PNC”) and affiliate of PNC Bank, National Association (“PNC Bank”). PNCCM is not a bank or thrift, but rather, it is a separate and distinct corporate entity from its bank affiliate.
This document is for informational purposes only. No part of this document may be reproduced in any manner without the prior written permission of PNCCM. Under no circumstances should it be used or considered as an offer to sell, or a solicitation of an offer to buy, any of the securities or other instruments mentioned in it. The information contained herein is based on information PNCCM believes to be reliable and accurate, however, no representation is being made that this document is accurate or complete and it should not be relied upon as such. Neither PNCCM nor its affiliates make any guaranty or warranty as to the accuracy or completeness of the data set forth herein. Opinions expressed herein are subject to change without notice. The securities or other instruments mentioned in this document may not be eligible for sale in some states or countries, or suitable for all types of investors; and their value and returns may fluctuate and/or be adversely affected by changes in exchange rates, interest rates, or other factors.
PNCCM and/or its affiliates may either make a market or deal as principal in the securities mentioned in this document, or in options or other derivative instruments based thereon. In addition, PNCCM and its affiliates, shareholders, directors, officers and/or other employees may, from time to time, have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more directors, officers and/or employees of PNCCM or its affiliates may be a director of an issuer of securities mentioned in this document. PNCCM or its predecessors and/or affiliates may have managed or co-managed a public offering of, or acted as initial purchaser or placement agent for, a private placement of any of the securities for any issuer mentioned herein within the last three (3) years and may, from time to time, perform investment banking or other services for, or solicit investment banking or other business from, any company or issuer mentioned in this document.
PNC Capital Markets is the marketing name used for investment banking and capital markets activities conducted by PNC through its subsidiaries PNC Bank and PNCCM. Securities underwriting, sales and trading services are provided by PNCCM. Foreign exchange and derivative products are obligations of PNC Bank, National Association.
