SEC Responses to Questions (Combined Synopsis-Solicitation 50310223Q0011).pdf

SEC Responses to Questions Combined Synopsis/Solicitation: 50310223Q0011

ESG Data subscription

1. Question: Is this a new requirement?

SEC response: Yes, this is a new requirement.

2. In regards to Attachment 2 (Minimum Requirements Checklist), we would like to offer some additional context which we will keep concise but believe is important to our Yes/No responses, particularly given the various components to several of the questions. If permissible we can attach a short supplemental document with the context associated with the relevant question?

SEC response: This is permissible. Any supplemental information for the checklist must be concise and the total page limitation for all supplemental information is 2 Pages. Please note that the completed Minimum Requirement Checklist is still required with signature.

3. In order to draft and ultimately finalize an agreement with the SEC, the terms of use will be important to understand so that we present a license that captures the use-case and contains the appropriate language to protect our IP. To that end, we are curious if you can elaborate on the potential use-cases of the data and/or specify if the data consumed by the SEC users will be shared with any external parties (ex: ESG Ratings or Climate data on fund portfolios presented to the fund manager in the course of examination). We have specific “reporting” licenses that allow for external sharing/presentation of data, and we want to be sure to include that if necessary.

SEC response: The SEC can share the following uses cases. The SEC anticipates using the data for reporting climate and ESG-related disclosure and investment trends of public companies, and to assess compliance with disclosure requirements as they apply to climate change matters. Additionally, sustainability and governance metrics reported by public issuers and fund managers can be validated against misstatements with this data in order to enforce the existing legal framework applicable to ESG investments. In regards to sharing data with external parties, please refer to the data usage clause (6014.00) on Page 9 of the combined Synopsis/Solicitation for description of general situations in which data may be made public.

4. Our company provides data on private assets/funds via a specific platform and traditionally involves contractual agreements whereby LP investors “on-board” their investments to the platform and gain access to Climate data on those investments. I assume the SEC’s interest in any investment funds (public/private) does not link to any direct investments in those funds, but rather an examination of the ESG/Climate characteristics of the funds; thus, would complete access to all private funds within our offering (regardless of being an investor) be needed for this part of the solicitation?

SEC response: Direct investment information is not required, just the actual fund data.

5. While CDP data is used extensively within our scope 1 & 2 emissions dataset (for disclosed and modeled data points), there would not be complete pass through of CDP data on any/all securities nor additional data from CDP referenced in the solicitation. Would part CDP data and the rest our company’s proprietary scope 1 & 2 emissions be sufficient for that requirement?

SEC response: Yes, this is sufficient but please note that Offerors that provide more extensive CDP data through their subscription may be rated higher for this component in the evaluation process.

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