March 15, 2009

Volume I, Issue 4 Inside this issue:
Longevity Markets Commentary Trade Data Insurable Interest Yield to LE 2

3 4 5

Longevity Market Spreads Credit Watch

8 9

Trade Report
Longevity Markets Commentary
Investment in any asset class requires the investor to understand as best as possible both the reward and the risk of a potential investment. Anytime you have an emerging market, which is how we would classify life settlements, you have to be aware of the risks that are known and accept that the probability of unknown risks yet to be discovered is high. One of the goal’s of this publication is to help highlight risk as it relates to life settlements and hopefully to steer market participants around those risks so they may make more informed investment decisions. In this month’s Trade Report we focus on some of the legal risks that relate to our market such as determining insurable interest and vetting new programs that involve the beneficial interests of trusts that own life insurance policies. We will discuss momentarily some of the confusion that surrounds beneficial interest trades and in addition we have a special section with an update on relevant court decisions that involve insurable interest that has been written by Dan Passage and Francisco Flores, both of O’Melveny & Myers LLP. Insurable interest is of course the cornerstone upon which many life settlement investment decisions are determined so it is timely to cover this topic as we enter a year where more premium finance and beneficial interest programs than ever before will require vetting as they enter the market for sale in 2009. For those not familiar with beneficial interest trades a quick primer is in order. A plain vanilla life settlement transaction involves the sale of a policy from an individual, a corporation, or a trust. As most participants are aware the state of residence,
25 20 15 15 10 5 0 Feb.       Feb.       Feb.      Feb.      2‐6 9‐13 16‐20 23‐27 Total Policies Closed and Funded 8 14 23

Editor & Publisher Brian C. Dorr Contributing Editors Anne K. Zand Keith M. Feldman Carline B. Gele Managing Editor and Writer David C. Dorr
LIFE-EXCHANGE trade data is published monthly on the fifteenth of each month. Subscription rate is $250 per month or $2,750 for the whole year. No data herein should be construed to be recommendations to purchase, retain, or sell securities, or to provide investment advice of the companies mentioned or advertised. No fees are accepted for publishing any editorial information. LIFEEXCHANGE, its subsidiaries, and its employees may, from time to time, purchase, own, or sell securities or other investment products of the companies discussed or advertised in this publication.

domicile, or situs will usually but not always determine the regulation that will apply to the transaction. If the state is a regulated state than most often a licensed life settlement provider will have to be a party to the transaction. Additionally as the policy is sold from the current owner to the provider a change of ownership and beneficiary form must be filed with the carrier. This type of transaction requires licensing, time, and involves the carrier’s participation or perhaps more accurately the carriers cooperation. A beneficial interest trade is structurally much more elegant. In a beneficial interest transaction the policy is owned by a trust usually with a situs in a non regulated state like Delaware. Delaware in particular also has favorable trust laws as it relates to insurable interest.

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Longevity Markets Commentary Cont.
Rather than transfer the ownership of the policy from the trust to the new owner the beneficial interests in the trust are sold instead. Since the trust rather than the policy is being effectively sold there is no need to file change of ownership and beneficiary forms with the carrier. This speeds up the transaction and keeps it more private. So structurally this makes a lot of sense but there are of course some drawbacks. One such drawback was the way in which this technique was pushed to the limit. What happened was a clever investment bank and several hedge funds started looking at the legal risks of their life settlement investments, in particular as it related to insurable interest risk, and the contestability and suicide period which usually exists for the first two years after a policy is issued. What they discovered was a rather unique misconception held by the majority of the life settlement market. First they discovered that if a carrier felt there was an issue with insurable interest they could challenge the original issuance of the policy and potentially rescind it. Many market participants have mistakenly believed that past the 24 month mark you’re completely safe from a carrier rescission. Turns out this is not the case. The second thing they looked at was the C&S period. If someone claims they are not a smoker and it turns out they are and the carrier catches it within the C&S period the carrier may rescind. Everyone is aware of this. And last but not least if the insured commits suicide within the first two years of policy issuance the death claim will likely be denied. Everyone knows this too. Well after much thought (or maybe not enough thought) the investment banks and hedge funds felt that all these factors could be properly mitigated and if so it would allow them to buy policies that had been issued less than 24 months and thus achieve an IRR 300-500bps higher than the regular market. Here is how their theory worked. First statistically high net worth seniors do not often commit suicide so the risk of suicide within 24 months of issuance was extremely slim. Second medical fraud was rather easy to detect because although an insured may lie on a carrier application to appear healthier than possible when it comes to a life settlement they want to appear as unhealthy as possible so discrepancies are usually picked up quickly. Last but not least, if insurable interest is essentially a risk pre and post the 24 month mark then you might as well be compensated with higher IRR’s buy purchasing policies pre 24 months. The problem in this rationale was not that it was necessarily incorrect but that it took these assumptions to extremes and overlooked some other important transactional elements. To visualize this error in thinking take a look at the chart on this page. The thought basically was hey if we are comfortable buying at 18 months why not 12 months? And then ultimately why not the day after it was put in force? J u s t like anything else some funds actually crossed the limit and outright solicited insured to put policies in force for the sole purpose of a sale. This is what kicked off the STOLI controversy. Unfortunately other errors were made such as reviewing whether or not the insured could properly justify the amount of face value they were having issued on them. This one factor alone has contributed to an entire New York City zip code being banned by several life settlement buyers because of financial misrepresentations by the insured and their agents. All that said there are numerous portfolios of beneficial interests that are available in the market and no two portfolios are exactly alike. The portfolios present opportunities and land mines. Just like in the premium finance market where we have seen programs range from excellent legal structures to questionable legal structures the same exists with beneficial interest portfolios. The devil is in the details and funds enticed by IRR’s and looking to gather large blocks of policies should be encouraged to retain experienced legal counsel to do proper due diligence on these portfolios to mitigate their risk and maximize their reward.

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Page 3

State Alabama Alaska Arizona Arkansas 15.4% California 11.8% Colorado Connecticut 15.1% Delaware Dist. of Columbia 2 1 1 73 $16,000,000 $8,000,000 $0 4.9% Florida 8 4 4 74 $18,250,000 $2,281,250 $103,545 13.3% Georgia 2 2 0 71 $16,000,000 $8,000,000 $32,000 8.1% Hawaii 0 Idaho 0 Illinois 3 1 2 79 $3,000,000 $1,000,000 $46,242 18.1% Indiana 0 Iowa 2 1 1 80 $1,500,000 $750,000 $9,872 23.5% Kansas 1 1 0 77 $1,000,000 $1,000,000 $0 15.0% Kentucky 0 Louisiana 0 Maine 0 Maryland 4 4 0 77 $14,500,000 $3,625,000 $218,082 15.7% Massachusetts 2 1 1 75 $1,150,000 $575,000 $21,925 14.9% Michigan 2 2 0 75 $2,500,000 $1,250,000 $23,546 13.1% Minnesota 1 1 0 76 $5,000,000 $5,000,000 $72,350 11.0% Mississippi 0 Missouri 1 0 1 72 $750,000 $750,000 $0 12.0% Montana 0 Nebraska 0 Nevada 0 New Hampshire 0 New Jersey 4 3 1 75 $6,000,000 $1,500,000 $18,746 17.5% New Mexico 0 New York 4 2 2 79 $9,000,000 $2,250,000 $81,909 20.7% North Carolina 0 North Dakota 0 Ohio 0 Oklahoma 0 Oregon 1 1 0 82 $2,000,000 $2,000,000 $0 28.0% Pennsylvania 2 2 0 77 $18,000,000 $9,000,000 $316,632 7.5% Peuerto Rico 0 Rhode Island 0 South Carolina 1 1 0 78 $800,000 $800,000 $2,336 10.0% South Dakota 3 2 1 80 $10,000,000 $3,333,333 $51,640 14.2% Tennessee 2 1 1 74 $1,800,000 $900,000 $0 10.0% Texas 2 2 0 75 $200,000 $1,000,000 $124,971 21.7% Utah 0 Vermont 0 Virginia 0 Washington 3 2 1 78 $4,000,000 $1,333,333 $18,021 17.4% West Virginia 0 Wisconsin 0 Wyoming 0 Totals 60 40 20 76.25 $147,250,000 $59,497,916 $1,290,396 14.7% Note- All gray highlighted rows are non-regulated states. The information contained herein is made available to the public by Life-Exchange, Inc.

Number of Gender Avg Age of Avg Cash SurenCases Male Female Insured Total Face Value Avg Face Value der Value Closed 2 1 1 75 $2,000,000 $1,000,000 $45,625 0 0 1 1 0 77 $800,000 $800,000 $0 5 3 2 76 $10,500,000 $2,100,000 $38,704 0 2 1 1 75 $2,500,000 $1,250,000 $64,250

Avg Purchase Price as % of Face 13.2%

Trade Data February 2009

Page 4

Insurable Interest Update
Daniel F. Passage, Partner, O’Melveny & Myers LLP Francisco Flores, Counsel, O’Melveny & Myers LLP
A number of recent judicial decisions have been rendered in cases involving carrier efforts to rescind policies. We focus on four of these decisions because of what they tell us about the development of the insurable interest doctrine, material misrepresentations sufficient to rescind or void a policy and issues ahead for insurance companies that are over-zealous in their efforts to rescind policies. First Penn-Pacific Life v. Evans In an unpublished February 26 decision, the U.S. Court of Appeals for the Fourth Circuit affirmed a lower court’s grant of summary judgment in favor of a policy owner (and against rescission), ruling that the “[insured/original owner - Stanley Moore - who had settled the policy] had an insurable interest under Arizona law despite his plan ‘to sell all or most of his life insurance policies at the time he applied for them.’” The court treated as undisputed fact that Mr. Moore set out to defraud the viatical settlement industry by buying multiple policies then reselling them while claiming to be terminally ill, and that Mr. Moore made material misrepresentations to the insurer by not disclosing his existing and pending other policies when he applied for the particular policy in question. Importantly, the insured did not meet with settlement brokers until after (albeit shortly after) the issuance of the life insurance policy in question. The court ruled that “Despite Moore’s intent to transfer the policy [at the time he applied for it], we agree with the district court that Moore had an insurable interest when he obtained it, preventing the policy from being void ab initio.” The court stated that Moore’s unilateral intent to sell did not defeat his insurable interest “where ‘[t]here is no evidence that anyone other than Moore was a participant in the scheme at the time Moore obtained the First Penn policy” and characterized this principle as the rule being followed by a majority of courts. This case represents an important affirmation of the principle expressed in the Sun Life v. Paulson case by a federal district court in Minnesota and in the Life Products v. Angel by a federal district court in New York. We expect that this principle really is and will be the majority rule as cases are decided nationwide. First Penn-Pacific Life Ins. Co. v. William R. Evans, Chtd., Case No. 07-2020 (4th Cir. Feb. 26, 2009), on appeal from Case No. 1:05-cv-00444-AMD, 2007 U.S. Dist. LEXIS 45112 (D. Md. June 21, 2007). Lincoln National v. Calhoun On January 27, the Federal District Court for the District of New Jersey denied the request of policy owners for a motion to dismiss against rescission on insurable interest and material misrepresentation grounds. The policy had been premium financed. The insurer is seeking to rescind the policy, alleging that (i) the insured had made material misrepresentations (by allegedly falsely answering “no” to the question whether he had engaged in conversations with any life settlement, viatical or secondary market provider” and (ii) there was lack of insurable interest in the policy. The policy owners had requested summary judgment on the grounds that (i) the insurer had only alleged “intent to sell” (had not alleged that an actual arrangement to sell was in place) and that as a matter of law the mere unilateral intent to sell does not invalidate an otherwise valid insurable interest and (ii) it cannot be a material misrepresentation to conceal one’s intent to exercise lawful rights (e.g. to eventually sell a policy, since life settlements are a lawful activity). The court denied this motion for summary judgment. Stating that this was an issue of first impression for the courts of the Third Circuit and the State of New Jersey, and after considering the Paulson and Angel decisions, this court ruled that it was premature to dismiss the complaint on summary judgment because the insurer in fact had alleged that at the time the policy was issued the insured both intended to sell and had “either contracted or arranged to sell the policy to a third party investor.” The court also noted that important policy questions were at stake in the issue whether unilateral intent is sufficient or whether mutual intent (i.e. agreement or arrangement) is necessary for rescission on insurable interest grounds to be appropriate.

Continued on Page 6

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Yield to Life Expectancy
When we see policies traded in the secondary market we often see new buyers forget to take into account the premium (in yield not payments to keep policies in force) that should be received for longer investment horizons i.e. longer life expectancies. There are 4 reasons we think this should be taken into consideration. 1. The most obvious is naturally the time value of money. 2. The historical trend of mortality improvements as evidenced by recent revisions to the industry’s most widely used underwriting tables. 3. The credit risk that exists over longer periods vs. shorter periods. 4. The currency risk associated with the long term potential decline of US dollar denominated contracts/ assets. You can see by looking at the chart below that the yield curve flattens out in the longer life expectancy ranges. Buyers active in the life settlement space also know that competition is limited in policies where insured’s have LE’s beyond 14yrs so this would be an additional factor suggesting that the yield curve should steepen significantly from where it currently is today.

Comparative Yields to Life-Expectancy Chart
February 2009 Comparitive Yields‐to‐life‐expectancy
17 16 15 14
Yield/IRR

AVS 13 12 11 10 9 8
24 36 48 60 72 84 96 108 120 132 144 156 168 180 192 204 216 228 240

Fasano 21st Services ISC EMSI

As expected the EMSI trend line has moved down to be more inline with the rest of the life expectancy companies. IRR’s on each of the other LE companies have not changed this month. We believe this is because the life settlement industry is beginning to rebound from the credit crisis and LE table changes that occurred at the end of 2008. It seems as if the market has corrected to a degree and investors are comfortable with the new guidelines. In the future we expect the average IRR to decrease across the board however We don’t believe that will happen until more capital is allocated to the purchasing side and the life settlement industry gradually moves back to a sellers market.

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Insurable Interest Update
Daniel F. Passage, Partner, O’Melveny & Myers LLP Francisco Flores, Counsel, O’Melveny & Myers LLP
Continued from Page 4 As mentioned on the last page, our view is that the appropriate test is “mutual intent”, and we view this court as having in fact ruled as it did on the summary judgment motion primarily because the insurer alleged that the discovery process could or would result in the production of evidence that a contract or arrangement was in fact in place. On what appears to us to be faulty reasoning, the court denied the motion to dismiss the insurer’s rescission claim based on material misrepresentation. The court reasoned that since insurers can deny coverage based on misrepresentations about lawful conduct such as skydiving, then it may be reasonable for an insurance company to deny coverage based on intent at some future time to exercise the right to sell the policy (the court incorrectly focused on the legality of the activities at issue, failing to recognize the difference between legal activities that increase the risk of mortality versus legal activities that do not). The court also asserted that the policy owner’s motion to dismiss had misread the question at issue. The court stated that the question was whether conversations with providers had occurred and not about intent to settle. It appears to us that the court somehow failed to understand what insurers do - that discussions with providers will rarely be about anything other than possible settlement, and thus are interesting precisely because such discussions can point to the issue of present intent to settle. We doubt other courts will make much of this court’s odd disposition of that motion to dismiss. Lincoln Nat’l Life Ins. Co. v. Calhoun, Case No. 3:08-cv-02917-JAP-TJB, 2009 U.S. Dist. LEXIS 5948 (D.N.J. Jan 27, 2009). The authors note that O’Melveny & Myers, LLP represents a party in this action. American General v. Schoenthal Family, LLC On January 30, the Court of Appeals for the Eleventh Circuit affirmed a lower court grant of summary judgment in favor of an insurer seeking rescission on grounds that the insured made material misrepresentations in his application for insurance regarding his net worth and annual income. This judgment affirmed that, as a matter of Georgia law, misrepresentations about net worth and income can be material to insurers. Under Georgia law, the misrepresentation must be “[m]aterial either to the acceptance of the risk or to the hazard assumed by the insurer” and the test for materiality is the “objective standard of conduct of a prudent insurer, not a subjective standard about the actual conduct of American General.” This court noted that the district court had considered two kinds of evidence in establishing that misrepresentations about net worth and income were objectively material, Swiss Re’s underwriting guidelines, which take net worth into account, and the testimony of an expert witness to the effect that no reasonable insurance company would issue this policy in light of the insured’s actual financial condition. In addition, the court determined that language in the policy itself did not limit the insurer’s statutory right to rescind the policy (the language did not require the insurer to demonstrate it had actually relied on the misrepresented facts, as opposed to the facts being objectively relevant whether or not relied upon). Lastly, the court also concluded that because the misrepresentations were objectively material, there could not be a triable issue of fact as to whether the insurer had acted in bad faith in contesting the claim - material misrepresentations are an inherently reasonable basis for contest. In our view, although on its face limited to interpretation of Georgia law and a review for abuse of discretion by the lower court, this case is interesting for its precedential value in pending rescission cases where this specific type of misrepresentation is alleged.
Am. Gen. Life Ins. Co. v. Schoenthal Family, LLC, No. 08-10749 (11th Cir. Jan. 30, 2009), on appeal from Case No. 06-00695 -CV-1-WSD (N.D. Ga. June 15, 2007).

Continued on Next Page...

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Page 7

Insurable Interest Update
Daniel F. Passage, Partner, O’Melveny & Myers LLP Francisco Flores, Counsel, O’Melveny & Myers LLP

Upcoming Events
03.22.2009-03.24.2009 ACLI Financial and Investment Roundtable in Amelia Island FL
SEE EVENT

03.30.2009-04.01.2009 ACLI Life Insurance Conference in Orlando FL
SEE EVENT

the insured during the contestability period) on insurable interest grounds constituted a “deceptive business practice” under New York General Business Law Section 349. The court noted that most disputes between policy holders and insurance companies are mere private contractual disputes over the right to insurance proceeds, as opposed to being “consumer oriented” (i.e. relating to broader practices of an insurer directed toward consumers) and so not covered by Section 349.

05.06.2009-05.08.2009 LISA 15th Annual Spring Conference in Time Square NY
SEE EVENT

05.20.2009-05.21.2009 The Dealflow Media Life Settlement Conference 2009 at Central Hall Westminster, London SEE EVENT 10.26.2009 Fasano 6th Annual Life Settlement Conference in Washington DC
SEE EVENT

Continued from Page 6 Phoenix Life v. Levinson Trust On February 19, a Supreme Court of the The State of New York denied Phoenix’s motion to dismiss a counterclaim raised by a policy owner that Phoenix’s efforts to rescind a policy (following death of

However, an insurance carrier’s failure to pay under a standardissue policy can constitute a violation of Section 349, because complaints Phoenix Life Ins. Co. v. Irwin Levinson Ins. Trust II, Index No. 600985/2008 (N.Y. about inappropriate denials of cover- Sup. Ct. Feb. 19, 2009). age under standard-issue policies can be complaints about issues that have a broader impact on consumers at large. If the insurer makes a practice of inordinately delaying and then denying a claim without reference to the viability of that claim, or the denial is not an isolated incident but rather a practice that affects similarly situated insureds, then a Section 349 claim can be stated. In the case at hand, the policy owner submitted some evidence that Phoenix has sought rescission of a number of policies on insurable interest grounds where standard-issue life policies had been transferred in life settlements. In addition, the court concluded that policy owner had also sufficiently alleged that Phoenix’ pattern of attempting to rescind settled policies comprised a deceptive practice. The court cautioned that Section 349 is there for the protection of persons who purchase goods and services for personal,

family and household use (not to protect sophisticated parties with equal bargaining power). The ruling suggests to us that where an insurer rescinds on insurable interest grounds just because the original policy owner is a trust and/or has a premium finance product in place, but has not in fact settled the policy, a Section 349 claim may be successful. On the other hand, the ruling also suggests to us that secondary market players should not assume that they will win a Section 349 claim on the merits, since they are not the intended beneficiaries of the protections of Section 349.

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Longevity Market Spreads
This chart shows the relationship between 10yr life settlements* and a comparative index of 10yr investment grade corporate bonds. There is a natural correlation between the two. The reason is that all life insurance contracts have an inherent credit risk in them similar to corporate bonds. A life insurance contract is an obligation for a company to pay a claim in the event of a death and should that carrier become insolvent then there is a risk that they may not be able to meet that claim. See our Credit Watch section for more on this.

10yr Investment Grade Corporate Bond Yields
20 18 16 14 12 10 8 6 4 2 0 Feb‐08 Mar‐08 Apr‐08 May‐08 Jun‐08 Jul‐08 Aug‐08 Sep‐08 Oct‐08 Nov‐08 Dec‐08 10yr IG Corp/10yr LS Jan‐09 Feb‐09

10yr LS

10yr IG Corp

*We use an equally weighted average of 10yr life expectancies with 150% mortality impairment at the 50th percentile from AVS, Fasano, EMSI, 21st Services, and ISC.

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Page 9

Credit Watch
Credit Watch is a list of Life Insurance Carrier’s that have been placed on “Credit Watch” by the underlining Rating Agencies. Credit Watch is when an Insurance Carrier has been downgraded or is being watched for possible downgrade. The Ratings listed below are the latest data from the two rating agencies. All ratings listed can found on the public Web site of the underlining rating agencies. This information is the most accurate at the time of publication.
IC R - BEST Long Te rm a/Negative a/Negative a/Negative a+/Stable a/Negative bbb-/Stable bbb+/Negative bb/Negative aa-/Negative a/Negative a-/Negative a/Negative a/Negative a/Negative a+/Negative a+/Negative bbb+/Negative a+/Negative bbb-/Negative bb/Negative a+/Stable bb/Negative a/Negative a+/Satble aa/Negative aa/Negative aa/Negative BB/Negative/B A+/Negative/A-1 A+/Stable/-AA-/Stable/A-1 AA-/Stable/A-1 A/Stable/-A/Negative/-A/Negative/-BBB/Negative/A-2 A/Negative/A-1 A/Negative B+/Negative B/Negative A/Stable B/Negative A/Negative A/Stable BB/Negative/B A+/Negative/A-1 A+/Stable/-AA/Watch Neg/A-1+ AA/Watch Neg/A-1+ AA/Watch Neg/-A/Negative/A-1 A+/Negative/-A-/Negative/-BBB-/Negative/-A+/Negative A/Negative A-/Negative A/Negative A/Negative A/Negative A/Negative A/Negative AA-/Stable/A-1 AA-/Stable/-A/Stable/-A/Negative/-A/Negative/-A+/Negative/-A+/Negative/-A/Negative/-IC R - S&P Long Te rm A+/Negative/-A/Negative/A-1 State of Domicile DE UT NY A+/Negative/-A/Negative/-OH CT TX A-/Negative/-NR/--/-IA IA NY NY SC VA DE NY CT CT CT CT PR MI IN KS AZ CT NY IA OH

Insurance C arrie r AIG Life Insurance Co Beneficial Life Insurance Co CIGNA Life Insurance Co of NY Cincinnati Life Insurance Co Connecticut General Life Ins Co Constitution Life Insurance Co Farm Bureau Life Insurance Co FBL Financial Group Inc First Central National Life Ins Co of NY First SunAmerica Life Insurance Co General Fidelity Life Insurance Co Genworth Life and Annuity Ins Co Genworth Life Insurance Co Genworth Life Insurance Co of NY Hartford Life and Accident Ins Co Hartford Life and Annuity Ins Co Hartford Life Inc Hartford Life Insurance Company Humana Ins of Puerto Rico Inc Liberty Union Life Assurance Co Reassure America Life Insurance Co Security Benefit Life Insurance Co SunAmerica Life Insurance Co Swiss Re Life & Health America Inc T ransamerica Financial Life Ins Co T ransamerica Life Insurance Co Western Reserve Life Assurance Co of OH * Denotes Ratings Under Review

FSR - BEST A/Negative A/Negative A/Negative A/Stable A/Negative B+/Stable B++/Negative

FSR - S&P A+/Negative/-A/Negative/--

AA/Watch Neg/A-1+ A+/Stable AA/Watch Neg/A-1+ A+/Stable AA/Watch Neg/-A+/Stable

FSR = Financial Strength Rating BEST = AM BEST

ICR = Issuer Credit Ratings S&P = Standard and Poors

The Rating’s listed above are the latest data from the two rating agencies. All ratings listed can found on public Web site of the underlining rating agencies. This information is the most accurate at the time of publication.

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