Independent Practitioner’s Reasonable Assurance Report to Optimal Blue, LLC in respect of internal control activities over the benchmark administration activities for the Optimal Blue Mortgage Market Indices 30-Year Fixed Rate Conforming Index in relation to the IOSCO Principles for Financial Benchmarks
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1 We have requested that a copy of the confidential report on Optimal Blue, LLC (the “Company”
or “Optimal Blue”) ‘Optimal Blue Independent Reasonable Assurance Report’ (the “Report”), prepared
by KPMG LLP (“KPMG”) for and addressed to the Company, be made available to us. This message
confirms our agreement to the terms below on which we will receive the Report from you.
2 We understand that significant events may have occurred since the date of the Report. It is not
KPMG’s responsibility to update us on such events.
3 KPMG has no responsibility to us for its work, for the Report or any findings, conclusions,
recommendations or opinions that KPMG has made in or connected with the Report.
4 KPMG did not plan or conduct its work in contemplation of any use we might make of the Report.
Accordingly, KPMG does not warrant or represent that any facts or matters in the Report are suitable
for our purposes.
5 The Report cannot serve as a substitute for other enquiries and procedures that we would (or
should) otherwise undertake and judgements we must make to satisfy ourselves regarding matters of
interest to us.
6 We agree that:
(a) to the fullest extent permitted by law, KPMG owes no duty to us, whether in contract or in tort
(including in negligence) or under statute or otherwise with respect to or in connection with the Report;
(b) if we do rely upon the Report for any purpose, we will do so at our own risk;
(c) we will not bring any actions, proceedings or claims against KPMG where the action, proceeding
or claim in any way relates to or concerns or is connected with the Report;
(d) to the fullest extent permitted by law, KPMG has no liability to us for any loss or damage suffered
or costs incurred by us, arising out of or in connection with the Report or its use, however such loss or
damage is caused;
(e) we will not refer to the Report nor allow access to it to any person or entity (except with any other
party who the Company informs us has agreed to terms in a similar form to this message) without
KPMG’s prior written consent save (i) where we wish to discuss the Report (or any part of it) with the
Company; or (ii) where disclosure is required by law (including where requested by our statutory
auditors), regulation (including the rules of any stock exchange) or court order, or is required or
requested by a competent regulatory, governmental, judicial or supervisory authority with whose
requirements we are bound to comply (in which case we shall, unless prohibited by law or regulation,
inform KPMG in advance unless it is not reasonably practicable to do so, in which case we shall inform
KPMG promptly thereafter) or (iii) as set out in paragraphs 6(f) and (g), below ;
(f) we may disclose the Report for our own internal purposes, which includes distribution amongst our
and our affiliates’ directors, officers and employees who need to have access to or to discuss the
Report in connection with their responsibilities. We may also disclose the Report to our affiliates, for
the purposes of assisting us in relation to the Report, provided that a) such affiliates agree not to
disclose the Report (save as permitted by paragraph 6(e)(ii)) and agree that KPMG accepts no duty
or liability to them and b) we remain responsible to KPMG for any breach of these terms by an affiliate.
In this paragraph “affiliate” means any legal entity that, directly, or indirectly, controls, or is controlled by, or is under common control with us; and
(g) we may wish to seek support or advice from our legal or other professional advisers in connection with the subject matter of the Report and those advisers may wish to see the Report. We may disclose the Report to any such advisers where they are a member of a regulated profession and are bound by mandatory professional rules governing the confidentiality and use of materials that they receive while acting in their professional capacity. We must inform such advisers that they receive the Report only to support or advise us, that KPMG accepts no duty or liability to them and that the Report is to be treated as confidential.
7 The work resulting in the Report was undertaken by, and the Report was prepared by and is the sole responsibility of KPMG LLP. In paragraph 6 of this message all references to “KPMG” (except for the references in paragraph 6(e)) shall have an extended meaning so that they include, in addition to KPMG LLP, partners, employees and agents of KPMG LLP and any person or organisation associated with KPMG LLP through membership of the global organisation of professional service firms to which KPMG LLP belongs and their partners, members, directors, employees and agents. This letter is for the benefit of all of those third parties referred to in the previous sentence and each of them may enforce in their own right all of the terms of this letter.
8 This sets out the entire agreement as between us and KPMG as to the conditions upon which the Report is to be provided to us by KPMG. It replaces any prior agreements or understandings between us and KPMG in that regard.
9 This and its terms shall in all respects be governed solely by English law, and the Courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of it or in connection with it on any basis.’
