CIBC CAPITAL MARKETS CIBC DODD-FRANK DISCLOSURES Canadian Imperial Bank of Commerce (“CIBC”) is (1) a provisionally registered swap dealer and (2) a registered security-based swap dealer. As such, CIBC is subject to certain rules of the Commodity Futures Trading Commission (the “CFTC”) and the Securities and Exchange Commission (the “SEC”) that require CIBC to provide certain of its counterparties to swaps and security-based swaps with disclosures regarding such transactions. See, e.g., CFTC Regulation 23.431 and SEC Rule 15Fh-3(b). As used on this page: “Swap” refers to a “swap” as defined in the Commodity Exchange Act and the CFTC regulations thereunder (and for the avoidance of doubt, includes, for this purpose, “foreign exchange swaps” and “foreign exchange forwards,” each as defined in the CEA). “SBS” refers to a “security-based swap” as defined in the Securities Exchange Act of 1934, as amended, and the SEC rules thereunder. CIBC is disclosing certain material information to you regarding Swaps and SBS ("Material Information") by making such Material Information available to you on or through our website, or websites of others, via one or more documents, URLs or hyperlinks specified herein. By making such Material Information available to you in such manner, you may also receive from us certain disclosures or other written materials, whether in physical or electronic form (each, a "Writing") that incorporate by reference all or a portion of the Material Information to the extent indicated in the Writing. Disclosures maintained on this website are applicable to multiple Swaps and SBS, as described further below. This website will be periodically updated with various risk disclosures and static material economic terms (METs) and is accessible to all counterparties. Throughout these Disclosures, “you”, “your” and “yours” shall refer to the relevant CIBC counterparty, and “we”, “our”, “ours” and “us” will refer to CIBC. General CIBC Disclosures Any complaints regarding CIBC acting as a Swap Dealer or SBSD may be directed via email to the Dodd-Frank Complaints Mailbox: mailbox.doddfrankcomplaints@cibc.com. For Swaps and SBS where CIBC is required to report the transaction under CFTC and/or SEC rules, CIBC will, unless otherwise indicated in writing, report the transaction to DTCC Data Repository (US) LLC. ISDA Risk Disclosures The International Swaps and Derivatives Association, Inc. has published general and product-specific risk disclosures, for use by Swap Dealers and Security-Based Swap Dealers for purposes of the disclosures required under CFTC and SEC rules. The following disclosures are meant to capture general risks of Swaps and SBS related to the following asset classes: interest rates, foreign exchange rates and currencies, credit instruments, asset-backed instruments, equities and commodities. These disclosures, which may be updated from time to time, are linked below: General Disclosure Statement for Transactions Disclosure Annex for Commodity Derivative Transactions Disclosure Annex for Equity Derivative Transactions Disclosure Annex for Interest Rate Transactions Disclosure Annex for Foreign Exchange Transactions Disclosure Annex for Credit Derivative Transactions Asset-Backed Security Derivatives Disclosure Annex Material Economic Terms (METs) Disclosures Before entering into any Swap or SBS, you should conduct a thorough and independent evaluation of the terms of the Swap or SBS in light of your particular circumstances and the nature and extent of your exposure to, and willingness to incur, risk. You should also consider whether the Swap or SBS is appropriate for you in light of your experience, objectives, financial and operational resources and other relevant circumstances. Unless expressly agreed in writing, we are not providing you with legal, financial, tax, accounting or other advice in connection with any Swap or SBS. The terms of any Swap or SBS that CIBC and you enter into will be set forth in the confirmation or other agreement evidencing the Swap or SBS, including any terms incorporated by reference therein. Any Swap or SBS that CIBC and you enter into will be subject to the terms that CIBC and you and expressly agree to and the exceptions below: (1) Specified prior transaction, form confirmation or terms spreadsheet. If we notify you that the Swap or SBS will have the terms set forth in a specified prior transaction, form confirmation or terms spreadsheet, the Transaction will have such terms, subject to any express agreement between CIBC and you in connection with the Transaction. (2) Master confirmation agreement. If (1) does not apply and CIBC and you are party to a master confirmation agreement that governs the Transaction, the Transaction will have the terms set forth in the master confirmation agreement, subject to any express agreement between CIBC and you in connection with the Swap or SBS. (3) Unspecified prior transaction. If neither (1) nor (2) applies and CIBC and you have previously entered into a transaction of the same type, the Transaction will have the terms set forth in the most recent transaction of the same type that CIBC and you entered into, subject to any express agreement between CIBC and you in connection with the Swap or SBS. The description above of the manner in which the terms of any Swap or SBS that CIBC and you enter into will be determined is subject to the following important exceptions. (A) If CIBC and you enter into a Swap or SBS that is cleared through a clearinghouse or executed through a trading platform that prescribes the terms of the Swap or SBS, the Swap or SBS will have the terms specified by the applicable clearinghouse or trading platform and, subject to the rules of the clearinghouse or trading platform, any additional terms that CIBC and you expressly agree upon in connection with the Swap or SBS. (B) If CIBC and you enter into a Swap or SBS for “give-up” to a third party, the terms of the Swap or SBS will be subject to the terms of any agreement with that third party. Scenario Analysis Pursuant to CFTC regulation 23.431(b), prior to any Swap Transaction Event with respect to any Swap that is not “available for trading” (as such term is defined in the CFTC Regulations) on a DCM or SEF, you can request, and consult on the design of, a scenario analysis to allow you to assess its potential exposure in connection with such Swap. Please contact your CIBC Capital Markets Salesperson to request a scenario analysis. Pre-Trade Mid-Market Marks and Daily Marks Pursuant to SEC and CFTC requirements, CIBC is required to deliver to certain of its counterparties (1) pre-trade mid-market marks in respect of Swaps and (2) daily marks in respect of Swaps and SBS. This daily mark is indicative, as at the date noted, and does not reflect terms under which we are committing ourselves to transact. This mark is not an offer to enter into, transfer or assign any transaction. This is a mid-market mark, which does not include amounts for profit, credit reserve, hedging, funding, liquidity, or any other costs or adjustments. The mid-market mark for each of the listed transactions displayed on this statement represents the change in the net present value (“NPV”) of the future cash flows, measured from the trade date to the date of this statement. The future cash flows are those known under the terms of the transaction or estimated using future rates and prices implied by current mid-market rates and prices determined using the process as outlined below. The resulting cash flows are then discounted using the appropriate discount factor from the swap yield curve in the relevant currency. If such currency is not the currency in which the mid-market mark is reported, it has been converted to the reporting currency at the spot rate of exchange disclosed in this statement. The mid-market mark of an OTC derivative is based on quoted mid-market prices or third-party consensus pricing for those factors that have a direct impact on the transaction. Where quoted market prices or third-party consensus pricing information are not available, valuation techniques are employed to estimate the mid-market mark on the basis of pricing models. Such vetted pricing models incorporate current mid-market measures for interest rates, currency exchange rates, equity and commodity prices and indices, credit spreads, corresponding market volatility levels, and other market-based pricing factors. CIBC may provide you a two-way market (i.e. bid and offer) prior to transacting in a Foreign Exchange Swap or Foreign Exchange Forward. In the case where you receive a two-way market from CIBC, you may calculate the pre-trade mid-market mark by taking the arithmetic average of the bid and offer prices provided, unless otherwise noted. In determining the mid-market mark of complex and customized derivatives, such as equity, credit, and commodity derivatives written in reference to indices or baskets of reference securities, we consider all reasonably available information including any relevant observable market inputs, third-party consensus pricing inputs, indicative dealer and broker quotations, and our own internal model-based estimates, which are vetted and pre-approved in accordance with our model risk policy and regularly and periodically calibrated. The model calculates amounts based on inputs specific to the type of contract, which may include stock prices, correlation for multiple assets, interest rates, foreign exchange rates, yield curves, and volatility surfaces. Where observable prices or inputs are not available, management judgment is required to determine fair values by assessing other relevant sources of information such as historical data, proxy information from similar transactions, and through extrapolation and interpolation techniques. Valuations or marks provided by other parties or determined for the purposes of your financial or regulatory disclosure may not necessarily yield the same result and may vary significantly. Marks provided by other dealers, and the price at which the identified transaction could actually be unwound, may be less favorable than our mark due to various factors, including our own hedging positions. The marks provided above may not necessarily be the value of the transaction that is marked on CIBC’s books. Calls for margin may be based on considerations other than the marks provided above. If the OTC transaction identified above was undertaken as part of an asset swap transaction or as a hedge for a structured debt obligation you issued, generally the change in value of the related debt obligation should roughly offset a change in the value of the OTC transaction, subject to potential differences attributable to the credit spread of the issuer, which is not taken into account in our mark of the OTC transaction. If a structured bond you bought from us is identified above, please note that its valuation is derived by adjusting the issue price of the bond by our estimate of the value of unwinding the OTC transaction that hedges the issuer’s obligations under the bond, using the issuer’s funding levels implied at the date of issue. The information provided is not a valuation of the price at which the bond could be redeemed or sold. That price is likely to be significantly less favorable to you because our valuation does not take into account the bid/asked spread on the funding component of the bond’s price or any applicable early redemption fee or trading charge. Our valuations normally include accrued interest. With respect to each cleared Swap originally executed between you and CIBC, you will obtain daily marks for such cleared Swap from the FCM through which you clear such cleared Swap or the relevant DCO. We believe the above information to be accurate, but we assume no liability for errors. We will not be liable for any use, or any reliance by you on the information above or the information contained in any valuation. We make no representation or warranty in relation to any such information, whether as to the correctness, completeness, sufficiency or reliability for any purpose of such information, any entitlement of you to receive, use or rely on such information or otherwise. By agreeing to trade with CIBC, you also agree that CIBC incurs no liability as to any losses you may incur in connection with any representations, errors or omission on our part, our related or associated companies or by any of their respective officers, employees or agents. Potential Conflicts of Interests If CIBC determines that it may have a conflict of interest in connection with a particular Swap or SBS or that it may have received compensation or other material incentives from a source other than the counterparty to the Swap or SBS in connection with such Swap or SBS, CIBC will notify such counterparty of such apparent conflicts of interest or material incentives. CIBC is required to manage any conflicts of interest in connection with any transaction as part of the CIBC Code of Conduct. If you have any questions, please contact your CIBC Capital Markets Salesperson. Swaps Required to be Cleared If you are not a Swap Dealer or Major Swap Participant, with respect to any Swap entered into between you and CIBC under any applicable agreement that is subject to the mandatory clearing requirements under Section 2(h) of the Commodity Exchange Act, you have the sole right to select the DCO at which the Swap will be cleared. We are not obligated, however, to execute a swap for clearing on a DCO where CIBC does not have clearing rights through direct membership or through a clearing intermediary. Swaps Not Required to be Cleared If you are not a Swap Dealer or Major Swap Participant, with respect to any Swap entered into you and CIBC under any applicable agreement that is not subject to the mandatory clearing requirements under Section 2(h) of the Commodity Exchange Act, you may elect to clear such Swap and have the sole right to select the DCO at which the Swap will be cleared. We are not obligated, however, to execute a swap for clearing on a DCO where CIBC does not have clearing rights through direct membership or through a clearing intermediary. Segregation of Assets Held as Collateral in Uncleared Swap Transactions Disclosures You have the right to require that any Initial Margin for the applicable Transaction be segregated in accordance with Regulation 23.702 and 23.703 except in those circumstances where segregation is mandatory. Upon request, CIBC and you will identify one or more custodians, one of which must be a creditworthy and of which must be a legal entity independent of both CIBC Capital Markets and you, as an acceptable depository for segregated Initial Margin. For counterparties who elect not to segregate Initial Margin, CIBC is required to, on a quarterly basis, report to each counterparty whether or not the back office procedures of the CIBC Capital Markets relating to margin and collateral requirements were, at any point during the previous calendar quarter, not in compliance with the agreement of the counterparties. DISCLAIMER & TERMS OF USE CIBC Capital Markets locations Contact us CIBC Capital Markets disclosures CIBC World Markets Inc. is a Member of the Canadian Investor Protection Fund CIBC World Markets Corp. (US Broker Dealer) Disclosures CIBC World Markets Inc. 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