- The Yuba Group LLC (“Yuba”) does not provide tax, legal and/or accounting advice. Changes to the assumptions outlined in these materials may have an impact on the results. All market prices, data and other information are not warranted as to completeness or accuracy and are subject to change without notice. Any statements made herein do not necessarily reflect those of the Yuba Group LLC.
- Receipt of these materials does not constitute a municipal advisory or fiduciary relationship unless otherwise documented in a formal engagement agreement.
- The Yuba Group LLC shall not be liable for any loss or liability suffered by you resulting from the provision of the information or your use or reliance in any way on the information.
- Pursuant to Municipal Securities Rulemaking Board (“MSRB”) Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients which include, among other things, conflicts of interest and any legal or disciplinary events of the firm and its associated persons.
- Conflicts of Interest and Other Matters Requiring Disclosures
Pursuant to Municipal Securities Rulemaking Board (“MSRB”) Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients which include, among other things, conflicts of interest and any legal or disciplinary events of Yuba and our associated persons. The following are potential conflicts of interest to be considered.- Yuba represents that in connection with the issuance of municipal securities, Yuba may receive compensation from an Issuer or Obligated Person (as defined in Rule G-42) for services rendered, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, Yuba hereby discloses, that such contingent and/or transactional compensation may present a potential conflict of interest regarding a financial advisor’s ability to provide unbiased advice to enter into such transaction. The contingent fee arrangement creates an incentive for an advisor to recommend unnecessary financings or financings that are disadvantageous to the client, or to advise a client to increase the size of the issue. This potential conflict of interest will not impair Yuba’s ability to render unbiased and competent advice or to fulfill our fiduciary duty or duty of care to our clients.
- An advisor’s fees may be based on hourly fees of its personnel, with the aggregate amount equaling the number of hours worked by such personnel times an agreed-upon hourly billing rate. This form of compensation presents a potential conflict of interest because it could create an incentive for an advisor to recommend alternatives that would result in more hours worked. This conflict of interest will not impair Yuba’s ability to render unbiased and competent advice or to fulfill our fiduciary duty or duty of care to our clients.
- Yuba’s fees may be a fixed amount established at the outset of and engagement agreement. The amount is usually based upon an analysis by Yuba and our clients of, among other things, the expected duration and complexity of the transaction and the scope of services to be performed. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, the firm may suffer a loss. Thus, an advisor may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest will not impair Yuba’s ability to render unbiased and competent advice or to fulfill our fiduciary duty or duty of care to our clients.
- The fees paid to Yuba increases the cost of investment to our clients. The increased cost occurs from compensating Yuba for municipal advisory services provided.
- Yuba serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of another client. For example, Yuba serves as municipal advisor to other higher education and not-for-profit institutions and, in such cases, owes a regulatory duty to all such clients. Yuba clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of our various clients, Yuba could potentially face a conflict of interest arising from these competing client interests. Yuba fulfills our regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with our clients.
- C. Harper Watters, formerly of Wells Fargo Securities from July 24, 2017 to May 17, 2024 joined Yuba on September 10, 2024. Harper is a registered Municipal Advisor Representative. Yuba’s relationships with Wells Fargo and all other investment banks are conducted in an arm’s length manner, and any recommendations are independent of any prior employment or other relationships.
- Yuba does not have any affiliate that provides any advice, service, or product to or on behalf of our clients that is directly or indirectly related to the municipal advisory activities to be performed by Yuba.
- Yuba has not made any payments directly or indirectly to obtain or retain any clients’ municipal advisory business.
- Yuba has not received any payments from third parties to enlist Yuba’s recommendation to our clients of our services, any municipal securities transaction or any municipal finance product.
- Yuba has not engaged in any fee-splitting arrangements involving Yuba and any provider of investments or services to our clients.
- Yuba does not have any legal or disciplinary event that is material to our clients’ evaluation of the municipal advisory or the integrity of our management or advisory personnel.
- Yuba does not act as principal in any of the transaction(s) related to our clients.
- Legal Events and Disciplinary History
Yuba does not have any legal events and disciplinary history on our Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. Clients may electronically access Yuba’s most recent Form MA and each most recent Form MA-I filed with the U.S. Securities and Exchange Commission (“SEC”) at the following website: http://www.sec.gov/edgar/searchedgar/companysearch.html. There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC. - Municipal Securities Rulemaking Board Rule G-10 Disclosure
Pursuant to Municipal Securities Rulemaking Board Rule G-10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients which include the following:- Yuba is currently registered as a Municipal Advisor with the SEC and the MSRB.
- Within the MSRB website at www.msrb.org, clients may obtain the Municipal Advisory client brochure that is posted on the MSRB website. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.
- Data License and Usage Requirements
In order for Yuba to provide certain of its services to clients, Yuba utilizes data from multiple external sources, including Bloomberg, Refinitiv, and other firms (“Data Providers”), some of which are subject to licenses or similar agreements with third-party providers. The Data Providers may be third-party beneficiaries of Yuba’s agreement (“Agreement” with you. Under the terms of Yuba’s agreements with the Data Providers, Yuba may be required to ensure that our clients comply with certain requirements when using data sourced from the Data Providers (“Pass-Through Terms”). These Pass-Through Terms may include, but are not limited to, terms that i) require you to comply with all laws, rules and regulations applicable to accessing and using the data, ii) require you to use the data internally and not for separate purposes from your work with Yuba, iii) require you to permit audits of your data usage by the Data Provider or its representatives, iv) exculpate the Data Provider from any liability or responsibility of any kind relating to use of the data, and v) require you to cease all use of and delete and purge all data upon the termination of the relationship with Yuba. By receipt of this information and usage of information including the data from Yuba, you are agreeing to abide by the terms of these data providers, where applicable and where not in conflict with your own regulatory or legal responsibilities. These provisions are subject to change periodically by our service providers.
- Conflicts of Interest and Other Matters Requiring Disclosures
This privacy policy describes the policies and procedures of the Yuba Group LLC (“Yuba” or the “Firm”) on the collection, use and disclosure of a user’s information when using the Firm’s services and informs users about their privacy rights and how the law protects users.
We use personal data to provide and improve the services of the Firm. By using Yuba’s services, users agree to the collection and use of information in accordance with this privacy policy. This privacy policy has been created with the assistance of a privacy policy generator.
The words in which the initial letter is capitalized have meanings defined as follows. The definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of this privacy policy:
- Account means a unique account created for you to access our Services or parts of our Service.
- Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
- Cookies are small files that are placed on a user’s computer, mobile device or any other device by a website, containing the details of the browsing history on that website among its many uses.
- Country refers to the United States of America.
- Device means any device that can access Yuba’s services and communications such as a computer, a cellphone or a digital tablet.
- Firm (referred to as either “the Firm”, “Yuba,” “we”, “us” or “our” in this Privacy Policy) refers to The Yuba Group LLC, 7 Trotting Horse Drive, Lexington, MA 02421 or 236 W. 27th Street, Suite 1402, New York, NY 10001.
- Personal Data is any information that relates to an identified or identifiable individual.
- Service refers to Yuba’s website, yubatools.com, emails, text messages, SMS, phones, video/audio/chat and screen sharing service, and other methods of communication with members of the Firm.
- Service Provider means any natural or legal person who processes the data on behalf of the Firm. It refers to third-party companies or individuals employed by the Firm to facilitate the Service, to provide the Service on behalf of the Yuba, to perform services related to the Service or to assist the Firm in analyzing how the Service is used.
- Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
- Website refers to Yuba’s website and the Firm’s client portal, accessible at www.yubagroup.com and www.yubatools.com, respectively.
- You or “you” means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
Types of Data Collected
- Personal Data
While using Yuba’s Service, we may ask you to provide with certain personally identifiable information that can be used to contact or identify you. Personally identifiable information may include, but is not limited to:
- Email address
- First name and last name
- Phone number
- Address, State, Province, ZIP/Postal code, City
- Usage Data
- Usage Data
Usage Data is collected automatically when using the Service.
Usage Data may include information such as your Device’s internet protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When you access the Service by or through a mobile device, Yuba may collect certain information automatically, including, but not limited to, the type of mobile device you use, your mobile device unique ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use, unique device identifiers and other diagnostic data.
We may also collect information that your browser sends whenever you visit our Service or when you access the Service by or through a mobile device.
Use of Your Personal Data
The Firm may use Personal Data for the following purposes:
- To provide and maintain our Service, including to monitor the usage of our Service.
- To manage your Account: to manage your registration as a user of the Service. The Personal Data you provide can give you access to different functionalities of the Service that are available to you as a registered user.
- For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services you have purchased or of any other contract with us through the Service.
- To contact you: To contact you by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
- To provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information.
- To manage your requests: To attend and manage your requests to us.
- For business transfers: We may use your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Yuba about our Service users is among the assets transferred.
- For other purposes: We may use your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.
We may share your personal information in the following situations:
- With Service Providers: We may share your personal information with Service Providers to monitor and analyze the use of our Service, to contact you.
- For business transfers: We may share or transfer your personal information in connection with, or during negotiations of, any merger, sale of Firm assets, financing, or acquisition of all or a portion of our business to another company.
- With Affiliates: We may share your information with our affiliates, in which case we will require those affiliates to honor this privacy policy. Affiliates include any parent company and any other subsidiaries, joint venture partners or other companies that we control or that are under common control with Yuba.
- With business partners: We may share your information with our business partners to offer you certain products, services or promotions.
- With other users: when you share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside.
- With your consent: We may disclose your personal information for any other purpose with your consent.
No mobile information will be shared with third parties / affiliates for marketing / promotional purposes. All other categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.
Retention of Your Personal Data
The Firm will retain your Personal Data only for as long as is necessary for the purposes set out in this privacy policy. We will retain and use your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.
The Firm will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of our Service, or we are legally obligated to retain this data for longer time periods.
Transfer of Your Personal Data
Your information, including Personal Data, is processed at the Firm’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from your jurisdiction.
Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.
Yuba will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.
Deletion of Your Personal Data
You have the right to delete or request that we assist in deleting the Personal Data that has been collected about you.
Our Service may give you the ability to delete certain information about you from within the Service.
You may update, amend, or delete your information at any time by signing in to your Account, if you have one, and visiting the account settings section that allows you to manage your personal information. You may also contact Yuba to request access to, correct, or delete any personal information that you have provided to us.
Please note, however, that we may need to retain certain information when we have a legal obligation or lawful basis to do so.
Disclosure of Your Personal Data
- Business Transactions
If the Firm is involved in a merger, acquisition or asset sale, your Personal Data may be transferred. We will provide notice before your Personal Data is transferred and becomes subject to a different Privacy Policy.
- Law Enforcement
Under certain circumstances, Yuba may be required to disclose your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
- Other Legal Requirements
The Firm may disclose your Personal Data in the good faith belief that such action is necessary to:
- Comply with a legal obligation;
- Protect and defend the rights or property of Yuba;
- Prevent or investigate possible wrongdoing in connection with the Service;
- Protect the personal safety of Users of the Service or the public; or
- Protect against legal liability
Security of Your Personal Data
The security of your Personal Data is important to us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.
We may update our privacy policy from time to time. We will notify you of any changes by posting the new privacy policy on this page.
We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the “Last updated” date at the top of this Privacy Policy.
You are advised to review this privacy policy periodically for any changes. Changes to this privacy policy are effective when they are posted on this page.
If you have any questions about this Privacy Policy, you can contact us:
By email: roger.goodman@yubagroup.com