Universal Disclosures for Mizuho Americas

1. Mizuho Securities USA LLC ("MSUSA")
2. Mizuho Capital Markets LLC ("MCM")
3. Mizuho Bank (USA) (“BKUSA”)
4. Mizuho Bank, Ltd. (“MB”)
5. Mizuho Securities Canada Inc. (“MSCN”)
6. Mizuho Markets Americas (“MMA”)
7. Anti-Money Laundering Disclosures
8. Sharing of Corporate Customer Information to Group Companies
9. Benchmark Rate Reform and Transition to Risk Free Rates
10. Mizuho Americas Pre-Hedging Disclosure
11. Health Care Price Transparency Disclosures
12. Voluntary Carbon Market Disclosure Act (AB1305) Compliance Statement
13. Notice to Commercial Customers Concerning Transactions Related to Unlawful Internet Gambling
14. Economic Sanctions Disclosure

1. Mizuho Securities USA LLC (“MSUSA”)

a. General Disclosures and Disclaimers

Read about the Mizuho Securities USA LLC conversion as of April 1, 2017.

Investment information contained on the Mizuho website is for informational purposes only and does not constitute a recommendation, offer, general solicitation or confirmation of terms. Certain investments and investment strategies mentioned on the website may not be suitable for you. You should weigh any investment decision carefully after considering your specific investment objectives and financial circumstances.

Investment information contained in the website is based upon generally available information believed to be reliable, but no representation is made as to the accuracy, timeliness or completeness of such information or that any returns indicated will be achieved. Changes to assumptions may have a material impact on returns. Price/availability is subject to change without notice. Past performance is not indicative of future results. MSUSA and its affiliates may have accumulated a long or short position in any subject investment.

The investment information contained on the website is not intended for distribution or use in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. Representatives of MSUSA may only conduct business in jurisdictions where they are licensed or exempt from licensing requirements. Clients should contact a MSUSA representative in their home jurisdiction unless governing law permits otherwise. MSUSA is primarily regulated in the US by the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), the Commodity Futures Trading Commission (“CFTC”), the National Futures Association (“NFA”), the Municipal Securities Rule Board (“MSRB”) and CME Group, Inc., and is a member of most major futures exchanges.

FINRA Rule 2266 SIPC Information

MSUSA is a member of SIPC. Clients may obtain information about SIPC, including the SIPC brochure, by contacting SIPC at www.sipc.org or by calling 202-371-8300.

FINRA Rule 2267 Investor Education and Protection

BrokerCheck is a free tool that provides investors with the ability to research backgrounds, experience and conduct of financial brokers, advisors and firms. Investors seeking this information can call the BrokerCheck help line at (800) 289-9999 or visit the BrokerCheck website at http://brokercheck.finra.org. An investor can obtain a brochure containing information on the BrokerCheck program from the help line or website.

b. Research Disclosures

Compensation of Research Analysts

The research analysts principally responsible for MSUSA research reports do not receive any compensation that is directly or indirectly related to the specific recommendations or views expressed by that research analyst. The research analysts may receive compensation based upon various factors, including quality of research, investor client feedback, stock picking, competitive factors, firm revenues and overall investment banking revenues.

Research Reports Prepared by Foreign Affiliates

MSUSA may distribute research reports prepared by its foreign affiliates. Persons wishing to effect transactions in securities discussed in such reports should contact MSUSA. Research reports prepared by our foreign affiliates will be authored by analysts employed by the foreign affiliate. Such persons are not registered with FINRA or associated persons of MSUSA. Employees of our foreign affiliates are subject to their local regulations and not subject to the restrictions set forth in FINRA Rules 2241 and 2242 on communications with a subject company, public appearances and trading securities held by a research analyst account.

c. Order Handling and Trading Disclosures

Investors Exchange LLC (“IEX Exchange”)

As MSUSA is a member of the IEX exchange, customers will be provided copies of the IEX Rulebook upon request or may find a copy of the IEX Rulebook by using the electronic link attached below.
https://assets-global.website-files.com/635ad1b3d188c10deb1ebcba/64921b2c2f0e57ddbbd5b91c_Investors%20Exchange%20Rule%20Book%2006-20-23.pdf

Cboe BYX Exchange Inc. and Cboe BZX Exchange Inc. (“BYX” and “BZX”)

As MSUSA is a member of both the BYX and BZX exchanges, customers will be provided copies of the BYX and BZX Rulebooks upon request or may find a copy of the BYX and BZX Rulebooks by using the electronic links attached below.

BYX Rule Book
BZX Rule Book

If you are considering a trading relationship with Mizuho Securities USA LLC (“MSUSA”), MSUSA is a self-clearing broker-dealer (as defined by the FINRA) for Japanese and US equity products, and has contracted for local Japanese clearing and settlement services with Mizuho Securities Co. Ltd, Tokyo. In accordance with FINRA Rules, you will receive an Important Disclosure Statement on an annual basis outlining the various responsibilities of MSUSA when equity products are transacted through MSUSA.

FINRA Rule 5310 – Best Execution

In any securities transaction for a customer, MSUSA will use reasonable care in seeking to obtain the most advantageous terms reasonably available under the circumstances for the execution of a customer’s order. In determining where to send customers’ orders, MSUSA takes into consideration, among other things, the size and type of order, the terms and instructions of the order, the trading characteristics of the security, the character of the market for the security, the accessibility of quotations, transaction costs, the opportunity for price or size improvement, the speed of execution, the availability of efficient and reliable order handling systems, the level of service provided by the market venue and the customer’s overall objectives with respect to the market conditions at the time of the order. MSUSA regularly reviews transactions for quality of execution.

Order Handling and Capital Commitment

The MSUSA Equity Trading Desks (“MSUSA US ET”) may maintain inventory of principal positions to provide our clients with opportunities for enhanced capital commitment. To effectively manage these inventory positions and sustain immediate liquidity for our clients, MSUSA US ET may trade out of risk resulting from customer facilitation activity at the same time we may be handling your orders at the same price level. MSUSA US ET will trade principally alongside a customer order to the extent that our principal activity either hedges or liquidates risk resulting from client facilitation. In certain instances, principal orders entered in anticipation of future client demand may also be worked concurrently with customer orders.

Regulation NMS – The Order Protection Rule was adopted to strengthen the national market system for equity securities. It requires markets to interact in a way that permits orders to seek the best available market. The Order Protection Rule (Rule 611), requires broker-dealers to prevent “trade-throughs.” Therefore, MSUSA US ET may be prohibited from effecting transactions at a price which is lower (higher) than the best bids (offers) in the market, without first accessing those better-priced protected quotations.

The Order Protection Rule contains various exceptions that, in certain situations, permit the execution of trades at prices that would otherwise constitute a trade-through. In instances where no other exceptions are available, MSUSA US ET may use an Intermarket Sweep Order (“ISO”) to sweep the market and execute any better-priced protected quotations.

In any transaction where the firm commits capital, customers may choose to decline the executions resulting from the ISOs. Whether a customer chooses to accept or decline the ISO executions, MSUSA US ET is still required to satisfy the better-priced quotations and the benefit of the resulting executions may be factored into the customer’s negotiated price. If the customer accepts the ISO executions, the transaction price received by the customer will reflect the receipt of those better-priced executions and differ from the originally negotiated price.

FINRA Rule 5320 - Trade Along, Not Held Orders

Customer orders received by MSUSA are deemed “Not Held” orders unless a customer specifically requests and provides other specific order instructions. A “Not Held” order means the customer is giving MSUSA time and price discretion in seeking to obtain the best execution for the order.

When handling “Not Held” limit orders for institutional customers, MSUSA is generally not required by regulation to display or protect the limit order. MSUSA may trade for its own account at prices equal to, or better than, those of “Not Held” orders. However, MSUSA is still obligated to provide best execution.

Handling orders on a “Not Held” basis also means that MSUSA may on occasion simultaneously conduct same-side principal trading in the same or related products while your order is outstanding. Principal trading while in possession of a customer order is allowed and may occur with knowledge of the customer order, as pre-positioning and anticipatory hedging for the overall benefit of the customer order.

MSUSA has established Information Barriers to restrict information about unexecuted orders from other trading areas not involved with the handling of the order either as an agent or as a solicited contra-party to help satisfy the no knowledge requirement.

In the case of pre-positioning or anticipatory hedging with knowledge and consideration of the customer order, an order to MSUSA may be marked as “trade-along”. MSUSA trading desks holding customer orders may be restricted from certain trading strategies in the same or related securities as the customer orders except where the pre-positioning is intended to enhance the overall execution quality for the customer. Efforts to enhance execution quality by related principal pre-positioning can occur in various circumstances.

By way of example, without limitation, when a customer seeks a guarantee to be filled at the closing price, it carries the expectation that MSUSA may engage in pre-positioning activity in order to lessen the market impact of the block, particularly on the closing price. Pre-positioning under these circumstances may diffuse the impact of a large block order by spreading out its execution effect over a period of time, and perhaps over several different markets. Further, in connection with the placement of a large ETF order where the execution of an anticipatory hedge in one or more non-option related products may serve to reduce facilitation risk and produce an overall benefit to the customer in the form of a superior execution. It should be noted that Exchange rules restrict the use of anticipatory hedges in the listed options market until after the customer’s order is publicly exposed or in the case of tied stock, where both the option order and anticipatory hedge transactions are offered to the option trading crowd.

If you choose to opt into the protections afforded by Rule 5320, please contact your MSUSA representative and/or send notice to:

Compliance Department
Mizuho Securities USA LLC
1271 Avenue of the Americas, 19th Floor
New York, NY 10020

or by email to EQ-Compliance@m izuhogroup.com

Execution Alternatives and Sourcing Liquidity

MSUSA utilizes vendor developed tools (algorithm strategies) designed to access external and internal sources of liquidity to obtain the most favorable execution of our orders reasonably available under market conditions. These tools include smart order routers that route orders in accordance with provided instructions. These tools may also provide access to Alternative Trading Systems (“ATS”) that may provide anonymous crossing opportunities. Please note that MSUSA does not operate an ATS. MSUSA subscribes to various ATS’ and may also access such destinations via another contracted Broker Dealer. Orders worked through any of the automated execution strategies MSUSA accesses may receive automated capital provision in an attempt to improve overall execution quality. Given the variety of means that MSUSA may employ to provide orders with the best execution, and absent specific instructions to the contrary, customer transactions may be executed on an agency, agency cross, principal basis (or a combination thereof).

Market Access (SEC Rule 15c3-5)

SEC Rule 15c3-5 requires broker-dealers that access or provide access to exchanges or alternative trading systems to establish, document, and maintain a system of risk management controls that are reasonably designed to manage the financial, regulatory, and other risks in connection with market access. MSUSA has developed controls that may pause or reject select orders that exceed certain pre-determined risk parameters. For certain paused orders, MSUSA will make the determination if it is appropriate to send the orders to the market based upon a variety of factors, including, but not limited to, order size, price, and volume considerations.

Regulation NMS – Rule 605 –SEC Required Disclosure of Order Execution Information

Rule 605 states that broker dealers (market centers) must make available standardized monthly reports of statistical information concerning our equity order executions.

MSUSA Rule 605 monthly reports can be located by referencing the website http://public.s3.com/rule605/mzho/

Regulation NMS – Rule 606 – SEC Required Disclosure of Order Routing Information

Under SEC Rule 606(a), Mizuho is required to disclose, on a quarterly basis, the identity of the market centers to which it routes a significant percentage of its orders. Mizuho is also required to disclose the nature of its relationships with such market centers, including any internalization or payment for order flow and reciprocal business arrangements. MSUSA Rule 606(a) reports can be located by referencing the website http://public.s3.com/rule606/mzho/

Additionally, under SEC Rule 606(b)(1), Mizuho will provide details on NMS stock and option non-directed orders in NMS securities including the identity of the venue and the time of execution for the prior six months to clients.

Lastly, Under SEC Rule 606(b)(3) Mizuho will upon request of a client that places “Not Held” orders, provide specific disclosures regarding routing and execution of such orders for the prior six months.

To request a SEC Rule 606(b)(1) or 606(b)(3) disclosure free of charge, please send a request to [email protected] or speak with your MSUSA business representative.

Payment for Order Flow

As a result of sending orders to certain trading centers, MSUSA may receive payment for order flow in the form of discounts, rebates, reductions of fees or credits. In certain circumstances, the amount of such remuneration may exceed the amount that MSUSA is charged by such trading centers. This does not change MSUSA’s policy to route customer orders to the trading center where it believes clients will receive the best execution, taking into account price, reliability, market depth, quality of service, speed and efficiency. Additional details are available upon request.

Regulatory Transaction Fees

Where a regulatory fee is applied to a transaction, the “fee” collected is intended to offset fees charged by various regulatory bodies. The amount collected may be more or less than the amount ultimately paid to the various regulatory bodies. In the event of the former, no reimbursement will be distributed back to you and, in the event of the latter, there will be no additional charge made to you. These fees may be detailed on the client confirmation (i.e. “SEC Section 31 FEE). Additional information regarding any fees assessed to your transactions will be provided by Mizuho upon request.

FINRA Rule 2124 – Net Trading

At your request, MSUSA may confirm equity transaction(s) on a net basis. A net transaction is a principal transaction in which the market maker, after having received an order to buy or sell an equity security, buys or sells the security (from or to another dealer or another customer) and then sells to or buys from the customer at a different price. MSUSA is compensated in the form of a spread added to/subtracted from the cost of the position. The official confirmation for a net trade will reflect a single, all-inclusive price and will not explicitly identify the spread added/subtracted. In accordance with FINRA Rules, MSUSA will confirm your authorization orally to continue executing your orders on a net basis for each request made.

Indications of Interest

For the purpose of attracting contra side trading interest in an attempt to minimize market impact, MSUSA Equity Division may utilize certain third party vendor systems to disseminate indications of interest (“IOI”) to other market participants or trading venues. An IOI will be labeled as “natural” if it is the result of (1) an existing agency order, (2) an indication of interest to transact in a particular security other than an order (in touch with) from a customer; or (3) interest on a principal basis that is being or was established for the purpose of facilitating a client order. Resulting transactions may be executed on a principal basis, agency cross basis or a combination thereof.

Alpha Capture Systems

MSUSA Equity representatives have the ability to disseminate trade ideas to alpha capture systems (“ACS”). Under certain circumstances, MSUSA Equity representatives might deem it appropriate to share trade ideas, in whole or in part, with you and other via one or more ACS. As a result, trade ideas provided to you through those platforms may also be shared with other customers that participate in those platforms. As a registered broker-dealer, MSUSA reserves the right to review any trade idea submission and reject, close, or amend any such submission. MSUSA may today, or in the future, do business or enter into transactions on a principal basis for any issuer(s) or financial instrument(s) to which such trade idea(s) directly or indirectly relate, including in response to the trade idea(s). MSUSA employees or agents may personally hold investments or enter transactions for any issuer(s) or financial instrument(s) to which such trade idea(s) directly or indirectly relate, including in response to the trade idea(s). The trade idea(s) are prepared in accordance with MSUSA’s policy for managing conflicts of interest. If you have any questions, or have an objection to the manner in which MSUSA is handling the use of trade ideas that are submitted to ACS, please contact your MSUSA representative.

FINRA Rule 5270 – Prohibition on Front Running Client Block Transactions

Rule 5270 (the “Rule”) prohibits a broker-dealer from trading for its own account while in possession of information regarding an imminent client block transaction. MSUSA employees are generally prohibited from engaging in such activity. Rule 5270 does contain certain exceptions to this general prohibition. The Rule does not preclude a broker-dealer from trading for its own account for purposes of fulfilling or facilitating the execution of a client’s block transaction. Consistent with this exception, MSUSA may engage in trading to hedge the risk of a client’s block transaction using market data and other forms of permissible information. This hedging activity may coincidentally impact the market price of the financial instruments.. MSUSA will trade in a manner designed to limit market impact and consistent with our best execution obligations.

MSUSA will not place our financial interests ahead of our client’s in the facilitation of block transactions or other services in which MSUSA engages.

Extended Trading Hours

FINRA Rule 2265 requires that MSUSA disclose the following potential risks to customers who engage in equities transactions during extended trading hours (4:00pm – 9:29:59am Eastern Standard Time)

Risk of Lower Liquidity. Liquidity refers to the ability of market participants to buy and sell securities. Generally, the more orders that are available in a market, the greater the liquidity. Liquidity is important because greater liquidity makes it is easier for investors to buy or sell securities. As a result, investors are more likely to pay or receive a competitive price for securities purchased or sold. There may be lower liquidity in extended hours trading as compared to regular trading hours. As a result, an order may only be partially executed, or not at all.
Risk of Higher Volatility. Volatility often refers to the amount of uncertainty or risk related to the size of changes in a security's value. Generally, the higher the volatility of a security, the greater its price swings. There may be greater volatility in extended hours trading than in regular trading hours. As a result, orders sent during extended trading hours generally receive an inferior price than what would be received during regular trading hours.
Risk of Changing Prices. The prices of securities traded in extended hours trading may not reflect the prices either at the close of regular trading hours, or upon the opening the next morning. As a result, orders sent during extended trading hours may receive inferior prices than what would be received during regular trading hours.
Risk of Unlinked Markets. Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hours trading system may not reflect the prices in other concurrently operating extended hours trading systems. Accordingly, an order may receive an inferior price in one extended hours trading system than it would in another extended hours trading system.
Risk of News Announcements. Normally, issuers make news announcements that may affect the price of their securities after regular trading hours. Similarly, important financial information is frequently announced outside of regular trading hours. In extended hours trading, these announcements may occur during trading. As a result, orders sent during extended trading hours may receive inferior prices than what would be received during regular trading hours.
Risk of Wider Spreads. The spread refers to the difference in price between what you can buy a security for and what you can sell it for. As a result, orders sent during extended trading hours may receive inferior prices than what would be received during regular trading hours.

Large Trader Reporting

Rule 13h-1 Large Trader Reporting requires a market participant that meets the definition of a Large Trader to: (1) identify itself to the SEC via filing of the Form 13H; (2) obtain a Large Trader ID (“LTID”) from the SEC; (3) provide its LTID to all executing and clearing registered broker-dealers through whom it transacts in NMS securities and identify each account to which it applies. A Large Trader is defined as a market participant whose transactions in NMS equity securities and Listed Options for their own account or any account for which they exercise discretion equal or exceed either: (a) 2 million shares or shares with a fair market value of $20 million during any calendar day or (b) 20 million shares or shares with a fair market value of $200 million during any calendar month.

Conflict of Interest Disclosures

MSUSA provides a diverse range of financial products and services on a global basis. As such, certain conflicts of interests may arise between MSUSA and its customers and/or counterparties.

Some of the assets and instruments customers trade may include:

Obligations sponsored or serviced by Mizuho global entities.
Obligations of companies for which Mizuho global entity has acted as underwriter, agent, placement agent, initial purchaser or dealer or for which Mizuho has acted as lender or provided other commercial or investment banking services, or derivative instruments related to such obligations.

MSUSA may act as investor, initial purchaser, underwriter, dealer and/or placement agent in, or undertake other transactions involving, instruments discussed with a MSUSA trading or sales representatives. MSUSA may provide or have provided related derivative instruments or other related commercial or investment banking services, which may have an adverse impact on contemplated transactions. Clients or counterparties may not be informed of these other transactions. Mizhuo’s global entities or its clients may act as a counterparty to any order placed by clients. Mizuho may enter into transactions contrary to any recommendation or published views made by Mizuho. Mizuho may have short or long positions or own a material position in the subject securities. Mizuho may act as principal or agent in transactions involving the subject securities. Mizuho may enter into related derivative transactions or may solicit or perform financial or advisory services for the issuers of the subject securities or financial instruments.

MSUSA will maintain all non-public information in accordance with Mizuho’s internal policies. MSUSA may share non-public information with other Mizuho affiliates to the extent deemed necessary by Mizuho to consummate the transaction or provide the product or service contemplated. . Additionally, Mizuho may share customer confidential information with Mizuho global entities for the purpose of providing customers additional products and services. Industry regulations or existing customer agreements may prohibit “cross selling”. Should this be the case, a MSUSA representative may seek consent to share client confidential information with its affiliates for that purpose.

Notice to Canadian Customers

Please note that if you are a client domiciled in Canada, when MSUSA trades with you it does so in reliance upon the Exemption from the dealer registration requirement under NI 31-103 (as such Exemption may be amended and restated from time to time). Pursuant to the Exemption, MSUSA is subject to trading restrictions, including, among other things, that MSUSA is only permitted to trade “foreign securities” with “permitted clients” (as defined in NI 31-103) resident in Canada. A foreign security is a security issued by an issuer incorporated, formed or created under the laws of a foreign (i.e., non Canadian) jurisdiction or a security issued by a government of a foreign jurisdiction. This serves to put you on notice that you should only place orders with MSUSA for foreign securities in accordance with the Exemption.

Penny Stocks

Generally, penny stocks are low-priced shares of small companies that are not traded on an exchange or quoted on Nasdaq. Penny stocks generally are traded over-the-counter, such as on the OTC Bulletin Board or Pink Sheets, and are historically more volatile and less liquid than other equities. For these and other reasons, penny stocks are considered speculative investments and customers who trade in penny stocks should be prepared for the possibility that they may lose their entire investment, or an amount in excess of their investment if they purchased penny stocks on margin. Before investing in a penny stock, you should thoroughly review the company issuing the penny stock. In addition, you should be aware of certain specific risks associated with trading in penny stocks.

Further information concerning penny stocks and the risks involved in trading them is available on the SEC's website at http://www.sec.gov/investor/pubs/microcapstock.htm.

Options Disclosure Document

Structured securities, derivatives, and options are complex instruments. They are not suitable for all investors and may involve a high degree of risk. They may only be appropriate investments for sophisticated investors who are capable of understanding and assuming the risks involved. Customers who effect transactions in listed options should receive and understand the Characteristics and Risks of Standardized Options (ODD) pamphlet prior to executions. Pursuant to SEC Rule 9b-1 and various exchange rules, MSUSA is required to provide all clients who trade options and/or who receive options-related sales material, a current copy of the ODD including supplements, issued by the Options Clearing Corporation. The pamphlet can be found on The Options Clearing Corporation’s website: http://www.theocc.com/about/publications/character-risks.jsp

Professional Customer Designation for Listed Options

MSUSA is required to review each customer’s activity on at least a quarterly basis. MSUSA is required to designate certain public customer orders as “professional orders”, where appropriate. Customer that average more than 390 orders in listed options per day during any month must be marked as professional orders for during next calendar quarter. At any time, an exchange may designate a customer as a Professional Customer where the customer has averaged more than 390 orders per day during a month. If so, the Exchange will notify MSUSA and MSUSA will be required to change the manner in which it is representing the customer’s orders within five days. To comply with this requirement,

MSUSA will mark client orders as professional customer orders should they meet the above criteria. Additionally, brokers or dealers that route listed option order flow to MSUSA are obligated to review their client’s order flow and ensure that any professional customer orders are appropriately marked.

Solicited Order Mechanisms

MSUSA must notify customers of its intent to use the solicited order mechanisms to cross customer options orders.

Cboe Exchange, Inc. – Automated Improvement Mechanism (“AIM”) AON Solicitation Mechanism.

When MSUSA handles an order of 500 contracts or more on behalf of a customer, it may solicit other parties to execute against the customer order. Thereafter, MSUSA may execute the clients order using the Cboe Exchange, Inc.’s AON AIM Solicitation Mechanism. This CBOE functionality provides a single-priced execution, unless the order results in price improvement for the entire quantity. If so, multiple prices may result. For further details, please refer to Cboe Exchange, Inc. Rule 6.74B, which is available at: https://markets.cboe.com/us/options/regulation/

Nasdaq U.S. Options Exchanges – Solicitation Order Mechanisms.

When MSUSA handles an order of 500 contracts or more on behalf of a client, it may solicit other parties to execute against your order. Thereafter, it may execute your order using the Nasdaq ISE (ISE).

*Nasdaq GEMX (GEMX) and Nasdaq MRX (MRX) Exchange’s Solicited Order Mechanisms. This functionality provides a single-price execution only. A client’s entire order may receive a better price after being exposed to the Exchange’s participants, but will not receive partial price improvement. For further details, please refer to Nasdaq ISE (ISE), Nasdaq GEMX (GEMX) and Nasdaq MRX (MRX) Rules 716(e), all which are available at http://www.ise.com/options/regulatory-and-fees/rules-and-rule-changes/.

Cboe Exchange, Inc. Tied Hedge Transactions

When MSUSA handles a listed option order of 500 contracts or more on a customer’s behalf, it may buy or sell a hedging stock, futures position following receipt of the option order prior to announcing the option order to the trading crowd. Thereafter, MSUSA may execute the option order using the tied hedge procedures of the exchange on which the order is executed. These procedures permit the option order and hedging position to be presented for execution as a net-priced package subject to exchange requirements. For further details, please refer to NYSE Arca Rule 6.74, NYSE AMEX Rule 934.3, CBOE Rule 6.74.10, which is available on the NYSE website www.nyse.com and CBOE’s website at: www.cboe.org/legal.

Position Limits

Position limits on the maximum number of equity and index exchange listed and over-the-counter (OTC) put and call options covering the same underlying security that may be held or written by a single investor (or group of investors acting in concert or under common control). This is regardless of whether the options are purchased or written on the same or different exchanges or are held or written in one or more accounts or through one or more brokers. Under the terms of the MSUSA Listed Options Agreement, clients agree not to violate these limits and authorize MSUSA to take action to bring the client’s positions into compliance with regulatory requirements. MSUSA must monitor and report a client’s positions to the options regulators and may be required to liquidate positions in excess of these limits. If MSUSA fails to adhere to these regulations, it may be subject to the imposition of fines and other regulatory actions. The position limit applicable to a particular option class is determined by the options exchanges and is based on the number of shares outstanding and trading volume of the security underlying the option. Positions are calculated on both the long and short side of the market. A long position includes the aggregate of both calls purchased (long calls) and puts written (short puts), on the same underlier. A short position includes the aggregate number of calls written (short calls) and puts purchased (long puts) on the same underlier OTC option positions are calculated separately from listed option positions. Further, there are position limits for OTC options on non-U.S. listed equity securities for accounts held by U.S. broker-dealers. Expiring options are included in your end of day position.

Options positions under common control for all accounts are aggregated as follows:

Listed Options		OTC Options
Side of Market	Option Positions	Side of Market	Option Positions
Bullish Positions	Long Calls + Short Puts	Bullish Positions	Long Calls + Short Puts
Bearish Positions	Short Calls + Long Puts	Bearish Positions	Short Calls + Long Puts

For example, if the limit on a particular option class is 250,000 contracts, an investor or group of investors acting in concert or under common control (i.e., same order placer or ultimate decision maker) may purchase up to 250,000 listed calls on a particular underlying security, and at the same time, write up to 250,000 listed calls covering the same underlying security (long call and short call positions are on opposite sides of the market and are not aggregated for purpose of position limits). An investor or group of investors acting in concert or under common control that purchased 125,000 listed puts on a particular underlying security may at the same time, write up to but no more than 125,000 listed calls covering the same underlying security (long put and short call positions are on the same side of the market, and are aggregated for purposes of the limits) without exceeding the position limit for the security. In addition, the same investor or group of investors acting in concert or under common control may purchase or write up to 250,000 OTC options on the same side of the market without exceeding the position limits for the underlying security.

The position limit rules also permit positions in excess of the applicable limit when the client is engaging in certain qualified hedging strategies. These exemptions can be found in each exchange’s rules. For example, Cboe Exchange, Inc. Rules 4.11, 20.6, 22.6, 23.3, 24.4, 24.4A, 24.4B, 24.4C and 24A.7 Position Limits, Rule (link: https://markets.cboe.com/us/options/regulation/) and FINRA Rule 2360 Options (link: https://www.finra.org/rules-guidance/rulebooks/finra-rules/2360) discuss the qualified hedge strategies in detail. Clients must determine the current position limits from their brokers or the Options Clearing Corporation Website (http://www.optionsclearing.com) before engaging in any options transactions.

Exercise Limits

Exercise limits restrict the maximum number of equity and index listed and OTC options covering the same underlying security that can be exercised within any five (5) consecutive business days. This limit is imposed on a single investor or group of investors acting in concert or under common control (regardless of whether the options are purchased or written on the same or different exchanges or are held or written in one or more accounts or through one or more brokers). The exercise limit is the same as the position limit for the underlying security. If a client has an open option position that is above the established position limit, but has a qualified hedge strategy, they are permitted to exercise the amount of options for which they are fully hedged within any five (5) consecutive business day period.

Fails Charges

MSUSA may assess counterparties a standardized “Fails Charge” in connection with delivery failures for any delivery-versus-payment (DVP) or delivery-versus-transfer (DVT) transactions, unless otherwise agreed to for a particular transaction. This policy covers, but is not limited to, both $U.S. Dollar-denominated ($USD) and Japanese Yen-based (¥JPY) securities products. This charge is designed to help reduce fails in the marketplace, and to promote efficient market clearing and overall market liquidity. It is also designed to compensate the non-failing counterparty for the potential economic harm resulting from the fail (which is often difficult to ascertain). By entering into any transaction with MSUSA (including any cash purchase or sale, forward purchase or sale, option, repurchase (“repo”) or reverse repo transaction, or bonds borrow or loan transaction), the counterparty will be deemed to have agreed that such transaction will be subject to a potential Fails Charge. MSUSA’s failure to enforce any such Fails Charge in any one transaction or in multiple transactions shall not constitute a waiver of the foregoing rights with regard to any other transactions subject to a Fails Charge. Further, the assessment of any Fails Charge shall be without prejudice to any other rights or remedies under the applicable agreement governing the transaction or applicable law, and shall not constitute a waiver of the non-failing party’s right to exercise any other remedy. Alternatively, MSUSA may also be willing to cash settle failing transactions on mutually agreeable terms. For additional information on specific asset classes, please also see:

US Treasury Securities. The Treasury Market Practices Group (the “TMPG”) and the Securities Industry and Financial Markets Association (“SIFMA”) have published a “U.S. Treasury Securities Fails Charge Trading Practice” that covers MSUSA’s US Treasury transactions with its counterparties. Any delivery-versus-payment or delivery-versus-transfer transaction in any covered product under these guidelines, including US Treasury securities, between MSUSA and our counterparties is deemed to be subject to this Fails Charge Trading Practice.
Japanese Government Securities (JGBs). The Japan Securities Dealers Association (“JSDA”) publishes the Japanese Government Securities Guidelines for Real Time Gross Settlement and its related “Guidelines for Practical Handling of Fails Charges”. This document in its entirety can be found on the JSDA’s website. MSUSA may assess a fails charge for any transactions in Japanese government securities based on DVP settlements.

MSRB Rule G10 Investor Education and Protection

The Municipal Securities Regulatory Board (“MSRB”) under Rule G10 requires MSUSA to notify customers of the following:

MSUSA is registered with the Securities and Exchange Commission (“SEC”) and the MSRB. As such, MSUSA is subject to the regulations and rules on the municipal securities activities established by the SEC and MSRB
The website for the SEC is www.sec.gov and the website for the MSRB is: www.msrb.org
A Municipal Securities Investor Information Brochure is available free of charge at https://msrb.org/msrb1/pdfs/msrb-investor-brochure.pdf

Municipal Advisor Disclosure

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank”) and the Securities Exchange Act of 1934 (“Exchange Act”) require that certain financial entities register as “municipal advisors,” depending on the actives of their clients. The requirement covers firms that either: (1) provide advice to or on behalf of a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues; or (2) undertakes a solicitation of a municipal entity or obligated person. “Municipal financial products” include municipal derivatives, guaranteed investment contracts, and investment strategies (including importantly plans or programs for the investment of proceeds of municipal securities; or the recommendation of municipal escrow investments). The requirements are intended to mitigate certain “pay to play” practices, undisclosed conflicts of interest, inadequate advice, and failures to place the duty of loyalty to their clients ahead of the firm’s own interests. During the financial crisis, a number of municipalities suffered losses from complex derivatives products that were marketed by unregulated financial intermediaries.

Mizuho Securities USA LLC is not an “investment adviser” registered under the Investment Advisers Act of 1940, a registered municipal advisor under the Exchange Act, and does not intend to register as an investment advisor nor as a municipal advisor in the future. MSUSA will not provide you any advice concerning municipal financial products or the issuance of municipal securities, including the investment of proceeds of municipal securities, investment of other funds of a municipal entity, guaranteed investment contracts or the use of municipal derivatives. By accepting this notice, MSUSA customers acknowledge that:

You qualify as an Institutional Investor and/or a Sophisticated Municipal Market Professional (“SMMP”) under the applicable industry standards. As such, you exercise independent judgment and are fully capable of evaluating the quality of secondary market transactions, and/or evaluating any information provided by MSUSA, including the investment risks and market value of particular transactions and investment strategies. You do not receive (and you do not expect MSUSA to provide) any information that is otherwise reasonably accessible to the institutional market, and/or to undertake any customer-specific suitability obligations.
MSUSA acts as a securities dealer. You trade with MSUSA acting as principal for its own account, on a Receipt-Against-Payment/Deposit-Against-Payment (“RVP/DVP”) basis. When MSUSA acts as the principal to a trade, it will use its own inventory to fill your client orders. You wish to continue to trade with MSUSA as principal basis.
MSUSA does not provide you any advice with respect to municipal financial products or the issuance of municipal securities, including municipal derivatives, guaranteed investment contracts, or the investment of proceeds of municipal securities. MSUSA may provide customers certain ongoing securities market information (either in writing or in oral communications), but does not provide any “advice” that would otherwise require MSUSA’s registration as a municipal advisor. Accordingly, MSUSA does not provide clients , without limitation, any ‘recommendations’ that are particularized to your specific investment needs, objectives, or circumstances with respect to municipal financial products or the issuance of municipal securities and MSUSA does not owe clients a fiduciary duty pursuant to Section 15B of the Exchange Act. MSUSA may provide general financial and investing information, including information of a factual nature that does not include any tailored, subjective assumptions, opinions, or views, or information that is particularized to a client’s specific investment needs. This type of general information may include, and is typically limited to general market and financial information (including e.g., information concerning current market interest rates or index rates for different types of bonds or categories of credits; information regarding investments (e.g., the terms, maturities, and interest rates at which MSUSA offers these investments); price quotes; axes for investments available for purchase or sale; factual information describing various types of debt financing structures (e.g., fixed rate debt, variable rate debt, general obligation debt, debt secured by various types of revenues, or insured debt); or comparisons of the general characteristics, risks, advantages, and disadvantages of certain debt financing structures. This information is typically available to all Mizuho clients, and is not particularized to a specific client’s needs. It is factual in nature, and does not contain or express subjective assumptions, opinions, or views, or constitute a recommendation. Clients should not view any information received from MSUSA as a suggestion to take action or refrain from taking action. Client’s should not deem this information to imply a recommendation or otherwise constitute advice. Clients are encouraged to discuss any information or material provided by MSUSA with any and all internal or external advisors and experts that they deem appropriate before acting on any such information.

d. Business Continuity Disclosure

In accordance with FINRA Rule 4370, MSUSA has developed and implemented a Business Continuity Plan (“BCP”) designed to address and mitigate the potential consequences of a significant business disruption.

Our BCP is intended to permit the temporary continuation of the key parts of our business despite the occurrence of a significant business disruption with a goal of recovering the key aspects of our business within twenty four hours or less. Our BCP also is designed to safeguard employees, protect our books and records, and provide ready access for our clients to any securities and/or funds in the custody of MSUSA’s bank depositories in the event that we are unable to achieve a timely recovery.

MSUSA’s BCP attempts to anticipate the various types of events that could interfere with our ability to operate on a normal basis. Staff have been assigned to specific recovery responsibilities and trained in special procedures to be followed should an event occur that could cause a disruption to occur. MSUSA has deployed an overlapping communications triangle that connects three geographically diverse locations to ensure flexibility and redundancy in our ability to communicate internally and externally. All mission critical systems have been duplicated in each of our data centers with data backed up electronically on a near synchronized basis at locations over 700 miles apart and also duplicated in physical form and sent to secure off-site facilities at the end of each business day. We also have deployed redundant communication lines from multiple locations with industry utilities, information providers, and clearing organizations. We have established alternative methods to communicate with our employees, clients and regulators.

We believe that our BCP meets or exceeds all industry standards and regulatory requirements. We further believe that we have implemented reasonable and prudent measures to overcome or at least mitigate the consequences of an event that would otherwise interfere with the normal course of our business. However, because it is not possible to anticipate the nature, scope, impact and consequence of every possible business disruption, MSUSA does not represent or guaranty that it will be able to continue or resume business operations within any specified period of time under all circumstances.

Our BCP is subject to periodic modification. A copy of the summary of our BCP is available upon request by writing to:

Mizuho Securities USA LLC
Attn: Chief Operating Officer
1271 Avenue of the Americas
New York, New York 10020

e. Futures Specific Disclosures

Please Click here for futures specific disclosures, including the 1.55(O) Financial information as well as the 1.55(K) Firm-specific disclosures.

f. MSUSA Statement of Financial Condition

Copies of MSUSA’s audited financial statements will be provided upon request by any customer (as defined in FINRA Rule 2261).

MSUSA’s most recent financial statements can be viewed using the links below:

g. Sales of Investment Products to Customers of Mizuho Bank (USA).

Investment products offered through MSUSA to customers of Mizuho Bank (USA):

Are Not FDIC Insured

Are Not Deposits

Are Not Bank Guaranteed

May Lose Value

h. Collateral Arrangements

An Information Statement has been prepared to comply with Article 15 of the Securities Financing Transactions Regulation by informing customers of the general risks and consequences that may be involved in consenting to a right of use of collateral provided under a security collateral arrangement or of concluding a title transfer collateral arrangement. The information statement can be located at https://www.icmagroup.org/assets/documents/Maket-Practice/Regulatory-Policy/Repo-Markets/SFTR-Information-Statement-May-13-2016.pdf

2. Mizuho Capital Markets LLC (“MCM”)

MCM is registered with the Commodity Futures Trading Commission (“CFTC”) as a US Swap Dealer pursuant to Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection (“Dodd-Frank”) Act. The Dodd-Frank Act creates a comprehensive regulatory framework that, among other things, requires that swap dealers make certain disclosures of material information to their swaps counterparties prior to entering into a swap with that counterparty.

MCM is registered with the Securities Exchange Commission (“SEC”) as a Security-Based Swap Dealer (“SBSD”) pursuant to 17 CFR Part 240. The following disclosures are provided to you in accordance with the requirements set forth in § 240.15Fh-3 of the SEC rules in connection with any security-based swap transaction.

a. General Risk Disclosures and Asset Specific Disclosures

ISDA Standard Disclosures

The International Swaps and Derivatives Association (“ISDA”) maintains the disclosures required by CFTC Rule 23.431(a) and SEC rule 240.15Fh-3(b). These disclosures are updated from time to time, and may be found on ISDA’s website at the following URL: https://www2.isda.org/functional-areas/legal-and-documentation/disclosures/. Prior to executing a swap with MCM, we ask that you review the most recent Updated General Disclosure Statement, which will contain general disclosures regarding certain risks associated with executing a swap transaction. We also ask that you review the most recent asset-specific disclosure annex for interest rate and/or foreign exchange derivatives as applicable to your anticipated trading activity, including without limitation, the IBOR Alternative Reference Rates Disclosure for Interest Rate Transactions.

The latest published documents are attached below:

General Disclosures Document
Credit Derivatives Disclosure
Equity Derivatives Disclosure
Foreign Exchange Derivatives Disclosure
Interest Rate Derivatives Disclosure
IBOR Alternative Reference Rates Disclosure for Interest Rate Transaction

Mizuho FX Market Making Disclosures

Mizuho provides its clients with additional disclosures regarding its foreign exchange market making business. These disclosures supplement the ISDA Standard Disclosures provided above and should be read in conjunction with those disclosure. Mizuho’s FX Market Marketing Disclosures can be found here.

b. Initial Margin Segregation Disclosure

CFTC Rule 23.701 and SEC Rule § 240.18a-1 requires that we notify you, to the extent that you post Initial Margin in respect of an Uncleared Swap, that you have the right to elect to have that Initial Margin segregated in accordance with the requirements of CFTC Rules 23.702 and 23.703. Capitalized terms, as used herein, are defined in CFTC Rule 23.700.

If you would like further information on this offering, please contact [email protected].

c. Mid-Market Mark Disclosures

Pre-trade Mid-Market Mark Disclosure

As required by CFTC rule 23.431(a)(3)(i), we will provide you with a mid-market mark for each proposed swap at or about the time we provide you with an executable price. Any pre-trade mid-market mark that we may provide to you is an indicative mid-market mark of a swap and will not include amounts for profit, credit reserve, hedging, funding, liquidity, or any other costs and adjustments and may not necessarily (i) be a price at we would agree to replace or terminate the swap; (ii) unless otherwise expressly agreed, be the basis for margin calls and maintenance of collateral; and (iii) be the value of the swap that is marked on our books and records.

Daily Marks

As required by CFTC rule 23.431(d)(2) and SEC rule 240.15Fh-3(c)(2), we will provide you with a daily mark for all uncleared swaps or uncleared security-based swaps. Such daily mark may not necessarily (i) be a price at which either we or you would agree to replace or terminate such swap or security-based swap; (ii) unless otherwise expressly agreed, be the basis for margin calls and maintenance of collateral, if any; and (iii) be the value of the transaction that is marked on our books and records. The daily mark will be provided to you at such address we have on record or as you otherwise advise to us by communication to [email protected].

For cleared swaps executed between you and the swap dealer, upon request, you have the right to receive a daily mark from the relevant derivatives clearing organization, in accordance with CFTC rule 23.431(d)(1).

For cleared security-based swaps executed between you and the security-based swap dealer, upon request, you have the right to receive the daily mark that the security-based swap dealer receives from the appropriate clearing agency through which you clear such security-based swaps, in accordance with SEC rule 240.15Fh-3(c)(1).

Additional disclosures on the daily mark methodology and assumptions can be found here.

d. Scenario Analysis

As required by CFTC rule 23.431(b) if you are not a Swap Dealer, Major Swap Participant, Security-Based Swap Dealer, or Major Security-Based Swap Participant (collectively “Regulated Swap Entity”), then prior to entering into a swap that is not “made available for trade” (as such term is defined in the CFTC Regulations) on a designated contract market or swap execution facility, you may request and consult on the design of a scenario analysis to assess your potential exposure in connection with a swap.

e. Right to Select the Clearinghouse

You have the sole right to select the DCO at which a swap will be cleared for any swap entered into between you and MCM that is subject to the mandatory clearing requirements under Sections 2(h) and 3C(a) of the Commodity Exchange Act.

You may elect to clear any swap and have the sole right to select the DCO at which the swap will be cleared with respect to any swap entered into between you and MCM that is not subject to the mandatory clearing requirements under Sections 2(h) and 3C(a) of the Commodity Exchange Act.

With respect to any Security-Based Swap entered into between you and MCM that is subject to the mandatory clearing requirements under Section 3C(a) of the Securities Exchange Act, you have the sole right to select the clearing agency at which the Security-Based Swap will be cleared, in accordance with SEC Regulation 240.15Fh-3(d)(1). For a general list clearing agencies that clear security-based swaps and which security-based swaps each clearing agency clears, please refer to the list published by ISDA here: https://www.isda.org/2021/05/03/current-security-basedswap-clearing/. Of those clearing agencies, MCM is authorized or permitted, directly or through a designated clearing member, to clear Security-Based Swaps at the following: ICE Clear Credit LLC and LCH SA.

With respect to any Security-Based Swap entered into between you and MCM that is not subject to the mandatory clearing requirements under Section 3C(a) of the Exchange Act, but may be accepted for clearing by one or more clearing agency as determined by MCM, you may elect to clear such Security-Based Swap. If you elect to clear such Security-Based Swap, you have the sole right to select the clearing agency through which to clear, so long as it is one of the clearing agencies at which MCM is authorized or permitted, directly or through a designated clearing member, to clear the applicable Security Based Swap, in accordance with SEC Regulation 240.15Fh-3 (d)(2)(iii). For a general list clearing agencies that clear security-based swaps and which security-based swaps each clearing agency clears, please refer to the list published by ISDA here: https://www.isda.org/2021/05/03/current-security-based-swap-clearing/. Of those clearing agencies, MCM is authorized or permitted, directly or through a designated clearing member, to clear Security-Based Swap at the following: ICE Clear Credit LLC and LCH SA.

f. Special Entities

If you are an employee benefit plan as defined in Section 3 of Employee Retirement Income Security Act (“ERISA”) that is not subject to the Title 1 of ERISA then MCM hereby notifies you of your right to elect to be treated as a special entity pursuant to CFTC rule 23.430(c) and SEC rule 240.15Fh-3(a)(3).

g. Potential Conflicts of Interest

If MCM determines that it may have a conflict of interest in connection with a particular swap and/or security-based swap or that it may have received compensation of other material incentives from a source other than the counterparty to the swap and/or security-based swap in connection with such swap and/or security-based swap, MCM will notify the counterparty of such apparent conflict of interest or material incentive prior to entering into such swap and/or security-based swap. If any such potential conflict of interest involves “Exposure Hedging” or “Pre-Hedging Transactions,” as defined and discussed in Mizuho Americas Pre-Hedging Disclosure, that Disclosure shall serve as MCM’s disclosure of any potential conflict.

h. Alternative Compliance Mechanism.

MCM is operating under 17 CFR 240.18a-10 (the “Alternative Compliance Mechanism”) and is therefore complying with the applicable capital, margin, segregation, recordkeeping, and reporting requirements of the Commodity Exchange Act and the rules promulgated by the U.S. Commodity Futures Trading Commission thereunder in lieu of complying with the capital, margin, segregation, recordkeeping, and reporting requirements promulgated by the U.S. Securities and Exchange Commission in 17 CFR 240.18a-1 and 17 CFR 240.18a-3 through 17 CFR 240.18a-9.

i. MCM Statement of Financial Condition

Click below to view MCM's most recent financial statements.

j. After Hours Orders

A customer of Mizuho Capital Markets LLC (MCM) may submit a trade request or respond to a quote after the close of business New York time via email, phone, or chat. MCM is not under any obligation to accept or act upon any trade request submitted after the close of its business in New York time. If a trade request is submitted to MCM after the close of business for an execution at market, MCM may execute the order at the open of business New York time the following business day and will provide a post trade recap providing the market prices. Due the nature of the FX market and in periods of extreme market volatility, MCM is not under any obligation to execute an order at the price quoted on the previous New York business day. Drawdowns for Window Forwards submitted to MCM after the close of MCM’s business day in New York are not accepted until the following business day.

K.Disclosure and Notice for Canadian Counterparties

Pursuant to Section 39(2)(b) of the Canadian Multilateral Instrument 93-101 Derivatives: Business Conduct and the national instrument that succeeds MI 93-101 following the adoption of a substantially similar rule to MI 93-101 by the British Columbia Securities Commission (the “Business Conduct Rule”). MCM is a foreign derivatives dealer under the Business Conduct Rule and will be relying on the exemption set out in Section 39 of the Business Conduct Rule. MCM hereby provides notice of the following information:

(i) The head office or principal place of business of the Foreign Dealer is located in the following foreign jurisdiction: United States of America
(ii) All or substantially all of the assets of MCM may be situated outside of any Canadian local jurisdiction.
(iii) There may be difficulty enforcing legal rights against MCM because of the above.

Please click here for the names and addresses of MCM’s agents for service of process in the local jurisdiction

l. Contact Information

Should you have any additional questions regarding these disclosures, please contact [email protected]. Complaints may be directed to:

Mizuho Capital Markets LLC
1271 Avenue of the Americas, 19^th Floor
New York, NY 10020
Attn: Chief Compliance Officer
+1 (212) 547-1500
[email protected]

3. Mizuho Bank (USA) (“BKUSA”)

BKUSA is a New York State-chartered bank and is a member of the Federal Reserve System and of the Federal Deposit Insurance Corporation (“FDIC”). BKUSA is supervised by the New York State Department of Financial Services and the Board of Governors of the Federal Reserve System.

BKUSA accepts deposits from institutional clients through a variety of channels, including the Mizuho Americas Treasury Services platform. Deposits placed with BKUSA are insured up to certain coverage limits. The current standard maximum deposit insurance amount is $250,000 per depositor. For more information regarding FDIC deposit insurance coverage, visit www.fdic.gov.

BKUSA also offers certain non-deposit investment products. Non-deposit products are not insured by the FDIC; are not deposits or other obligations or BKUSA and are not guaranteed by BKUSA; and are subject to investment risks, including possible loss of the principal invested.

Investment products offered by BKUSA:

Are Not FDIC Insured

Are Not Deposits

Are Not Bank Guaranteed

May Lose Value

BKUSA maintains representative offices in Chicago, Illinois; Atlanta, Georgia; Houston, Texas; Los Angeles, California; and San Francisco, California.

a. Community Reinvestment Act (“CRA”) Rating Statement

BKUSA has received an “Outstanding” CRA rating for meeting the needs of its community, particularly in low- and moderate-income neighborhoods through community development loans, investments, grants and services.

b. Bank Secrecy Act/Anti-Money Laundering Disclosure

The policy of BKUSA is to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities.

In order to guard against money laundering and terrorist financing, the Bank Secrecy Act (“BSA”) requires financial institutions, including BKUSA, to establish a written anti-money laundering program reasonably designed to assure and monitor compliance with the provisions of the BSA. At a minimum, the anti-money laundering program must provide for: (i) the appointment of a compliance officer; (ii) a system of internal controls designed to ensure compliance with the BSA; (iii) training for appropriate personnel; and (iv) an independent testing of BSA compliance.

To help the US government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person and entity that opens an account.

When you open an account, we will ask for certain information, including your full legal name, physical business address, tax identification number and other information that will allow us to identify you. We may also seek to see your legal organizational documents, financial statements or other identifying documents, among other things.

4. Mizuho Bank, Ltd. (“MB”)

MB is a foreign banking organization organized under the laws of Japan. MB maintains state-licensed branch offices in New York, New York; Chicago, Illinois; and Los Angeles, California and representative offices in Atlanta, Georgia; Houston, Texas; and San Francisco, California. MB is supervised by the states in which it maintains offices, the Board of Governors of the Federal Reserve System, and the Financial Services Agency of The Government of Japan. MB is not a member of the Federal Deposit Insurance Corporation (“FDIC”).

MB accepts deposits from institutional clients through a variety of channels, including the Mizuho Americas Treasury Services platform. MB does not accept deposits from the general public, and deposits placed with MB at or through any of its three US branches are not insured by the FDIC.

USA PATRIOT Act Certification

Click here to link to the MB Global Certification Regarding Correspondent Accounts for Foreign Banks.

Should you have any questions regarding this Certification, please contact:
Aaron Wolf, [email protected] or
Arti Amin, [email protected].

5. Mizuho Securities Canada Inc. (“MSCN”)

Mizuho Securities Canada Inc. (MSCN), a wholly owned subsidiary of Mizuho Securities USA LLC, conducts securities business in Canada as a registered investment dealer in each Canadian province and territory. MSCN is a member of the Canadian Investment Regulatory Organization and a member of the Canadian Investor Protection Fund. In the US, MSCN is a member of the Financial Industry Regulatory Authority.

Click below to view MSCN’s most recent financial statements.

Please direct all inquiries regarding the MSCN Compliance Program, including any complaints to:

Nick Pomponio
Chief Compliance Officer
Mizuho Securities Canada Inc.
100 Yonge St. Suite 1100
Toronto, Ontario M5C 2W7
Canada
[email protected]
416 874-1148

6. Mizuho Markets americas ("MMa")

Mizuho Markets Americas LLC (“MMA”), a Delaware limited liability company, is a wholly owned subsidiary of Mizuho Capital Markets LLC. MMA participates in the purchase and sale of equity derivatives and is registered with the Securities and Exchange Commission as an Over-the-Counter derivatives dealer.

Click below to view MMA’s most recent financial statements.

7. ANTI-MONEY LAUNDERING DISCLOSURES

A Mizuho Financial Group, Inc. (“MHFG”) conducts U.S. activities through (i) Mizuho Americas LLC (“Mizuho Americas”) and its subsidiaries, and (ii) the U.S. branches of Mizuho Bank, Ltd. (“MHBK”) Mizuho Securities USA, LLC (“MSUSA”), Mizuho Capital Markets, LLC (“MCM”), Mizuho Markets Cayman LP (“MMC”) and Mizuho Markets Americas LP (“MMA”). These activities collectively are referred to as Mizuho U.S. operations (“MUSO”).

Anti-Money Laundering Program

The policy of MUSO is to prohibit and actively prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities. Money laundering is generally defined as engaging in acts designed to conceal or disguise the true origins of criminally derived proceeds so that the unlawful proceeds appear to have been derived from legitimate origins or constitute legitimate assets. The MUSO Anti-Money Laundering (“AML”) Program has been designed to comply with multiple legal and regulatory requirements, including FINRA Rule 3310, MSRB Rule G-41 and NFA Compliance Rule 2-9, by, among other things:

(a) maintaining procedures that can be reasonably expected to detect and cause the reporting of suspicious transactions required under 31 U.S.C. 5318(g) and the implementing regulations thereunder;
(b) maintaining policies, procedures, and internal controls reasonably designed to achieve compliance with the US Bank Secrecy Act, USA PATRIOT Act and the implementing regulations thereunder;
(c) conducting independent testing for compliance to be conducted by appropriate staff or by a qualified outside party;
(d) designating individuals responsible for implementing and monitoring the day-to-day operation and internal controls of the AML Program; and,
(e) conducting ongoing training of appropriate staff.

Customer Identification Program

In compliance with all relevant anti-money laundering requirements, MUSO has developed and implemented a Customer Identification Program (“CIP”) to identify and verify the identity of customers that open new accounts. The MUSO CIP process includes, among other things, procedures to: (i) understand the nature and purpose of customer relationships for the purpose of developing a customer risk profile; and, (ii) conducting ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update customer information, including information regarding the beneficial owners of legal entity customers. The CIP process helps to ensure that MUSO has taken reasonable efforts to determine the identity of its customers through documentary and or non-documentary means.

Patriot Act Notice to Prospective Customers

To help the US government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity who opens an account. When you open an account, MUSO is required to ask for certain identifying information such as your name, address, and other information that will allow MUSO to identify you. MUSO also may ask to see identifying documents to verify your identity and to screen your name against various government databases.

Notice Regarding Entities Identified As Being of Primary Money Laundering Concern

Pursuant to US regulations issued under section 311 of the USA PATRIOT Act, 31 CFR 103.192, MUSO is prohibited from opening or maintaining a correspondent account for, or on behalf of, certain Specified Banks. The regulations also require MUSO to notify our customers that their correspondent account (if applicable) with our financial institution may not be used to provide the Specified Banks with access to our financial institution. If MUSO becomes aware that the Specified Banks are indirectly using the correspondent account (if applicable) held at our financial institution, MUSO will be required to take appropriate steps to prevent such access, including terminating the account.

Questions

Any questions regarding the MUSO AML Program, CIP or requests to share information under Section 314(b) of the USA PATRIOT Act should be directed to the email address provided below:

[email protected]

8. Sharing of Corporate Customer Information to Group Companies

Mizuho Bank, Ltd.
Mizuho Bank (USA)

Thank you for your continued relationship with Mizuho Financial Group.

Mizuho Bank, Ltd. and Mizuho Bank (USA) (collectively, “Mizuho”) strive to provide high quality financial products and services to their customers. Cooperating with, and leveraging the capabilities of, other Mizuho Financial Group affiliate companies (“Mizuho Affiliates”) is one way to facilitate this effort. Therefore, Mizuho wishes to provide to and share with its group companies, corporate customer information as detailed below according to the "opt-out method" as stipulated in Articles 123(2) and/or 153(2) of the Cabinet Office Ordinance on Financial Instruments Business under Japanese law.

The "opt-out method" is a method whereby a customer's "written consent" on the provision of customers information to Mizuho's group companies is considered to be obtained through prior notice or by other means, under the condition that such customer is adequately offered the opportunity to cease the provision of information, until the customer's request to cease the provision of information is received.

In order to start providing information by the "opt-out method," Mizuho will provide prior written notice to its customers.

Mizuho kindly requests those customers receiving such written notice who do not consent to the provision of information to contact the "Inquiries & Liaison Offices" as shown below. Other inquiries regarding this matter are also accepted at the "Inquiries & Liaison Offices" as shown below.

1. Customers subject to the provision of information according to the "opt-out method"

Customers who consent to allow Mizuho to share information with its affiliates via the "opt-out method" are corporate customers to whom the notice on the provision of customer information to Mizuho’s group companies by the "opt-out method" has been sent by registered mail / e-mail or delivered by Mizuho, after the customer's approval on providing information has been obtained.

2. Scope of information

Undisclosed corporate customer information already obtained or to be obtained (including "non-public information" as defined in the Cabinet Office Ordinance on Financial Instruments Business, etc.).

3. Recipients of information

Mizuho Affiliates, including, without limitation, Mizuho Securities Co., Ltd. and Mizuho Global Alternative Investments, Ltd.

4. Method for transferring information

Information will be transferred by hand, mail, FAX, e-mail, or other means. However, appropriate transfer methods will be selected considering factors such as the importance of the information and the type of storage media on which the information is recorded, after confirming the appropriateness of the recipient, the content of the information to be provided, the method of provision, purpose of use, etc.

5. Recipient's method for managing information

Information will be managed for a prescribed retention period upon implementation of appropriate security measures at each management phase (acquisition/input, use/processing, retention/storage, transfer/transmission, elimination/disposal) according to the importance of the information, type of storage media on which the information is recorded, etc.

6. Recipient's purpose of use

(1) For proposal/introduction and research/development of products and services, etc.
(2) For decision making regarding the provision of products and services, etc.
(3) For adequate execution of management and administrative operations as a group.
The recipient will act adequately according to its "financial instrument solicitation policy" when proposing or introducing products and services to its customers.

7. Means for making a "request to cease the provision of information"

Customers not consenting to the provision of information according to the "opt-out method" need to make a "request to cease the provision of information." No action of any kind is necessary for customers consenting to the provision of information.

8. Method for managing information upon customer's "request to cease the provision of information"

(1) Upon customer's "request to cease the provision of information," the provision of information will be ceased promptly.
(2) Notwithstanding the foregoing, transfer of information for which written consent of the customer is not required according to the Financial Instruments and Exchange Act or other laws and regulations may be performed even after such "request to cease the provision of information." The following are some examples of information transfer for which written consent is not required.
(3) Transfer of information which is necessary for carrying out internal control and operation (compliance management, loss and risk management, internal audits and inspections, financial, taxation, accounting operations and settlement of transactions) or maintenance and management of electronic information processing systems.
(4) Transfer of information pursuant to laws and regulations, etc.
(5) Information provided prior to a "request to cease the provision of information" may continue to be stored and used by the recipient.

Information that will continue to be stored by the recipient will be managed according to the methods outlined in 5. above.

9. Notes

(1) Information of customers that have granted written consent will be shared based on the relevant written consent.
(2) In cases where there are other prevailing agreements (confidentiality agreements, etc.), regarding the treatment of non-public information or other information, information will be handled according to such other agreements.

[Inquiries & Liaison Offices]
For relevant inquiries and requesting to cease the provision of information, please contact your Mizuho representatives or below e-mail address:
E-mail address: [email protected]
Tel: 212-282-3000

<Operating Hours>
Business Hours (Monday to Friday, 9:00 to 17:00)
Excluding public and national holidays

9. Benchmark Rate Reform and Transition to Risk Free Rates

Interbank Offered Rates (IBORs) are a series of benchmark interest rates, used globally for over 30 years to price loans, debt securities and derivatives, value certain financial products and as a performance tracker for funds, among other purposes. Following recommendations made by the Financial Stability Board in 2014, global initiatives have been undertaken to reform such benchmarks, including by facilitating a transition away from certain IBORs to alternative benchmark reference rates.

For example, the UK Financial Conduct Authority (FCA) has stated that after 2021 it will no longer compel banks to submit rates used for the calculation of the London Interbank Offered Rate (LIBOR). LIBOR, the most widely used of the IBORs, represents the rate at which banks can borrower from each other in the London interbank market. IBORs are calculated using submissions from a panel of contributor banks of such rates covering a variety of currencies and time frames. LIBOR is expected to be discontinued, and this may occur even prior to the end of 2021. Regulators have indicated the current need to transition away from LIBOR and begin using alternative benchmark reference rates. These reforms are expected to cause at least some interest rate benchmarks to perform differently than current rates or disappear altogether, which may impact the Mizuho products and services you currently use and those we may provide in the future.

The contents of this disclosure provide a summary of Mizuho’s current understanding of the expected changes related to the upcoming benchmark reforms and the potential impact on your financial transactions with Mizuho. Mizuho does not represent that the statements below contain an exhaustive and complete analysis of all potential changes to benchmark rates and all potential market consequences nor do the statements constitute any form of advice or recommendation. Clients should contact their professional advisors on the possible implications of these changes, such as financial, legal, accountancy or tax consequences.

a. General Background

LIBOR is the most widely used benchmark today and is referenced in financial products denominated in a number of currencies such as GBP (British Pound), USD (US Dollar), CAD (Canadian Dollar), EUR (Euro), and JPY (Japanese Yen).

Financial regulatory authorities have expressed concern that the interbank lending market is no longer sufficiently active or liquid and that the calculation of IBORs thus relies more upon expert judgments made by panel banks rather than actual underlying transactions. As a result, the Financial Stability Board has encouraged reforming major interest rate benchmarks by transitioning to alternative risk-free or near risk-free rates (RFRs) that are more transaction-based in more robust overnight lending markets with higher liquidity. In several jurisdictions, RFR working groups have identified replacement benchmarks and have begun developing strategies for transition.

Country / Region	United States	Japan	United Kingdom	European Union	Switzerland	Australia	Canada
Alternative Reference Rate	Secured Overnight Funding Rate (SOFR)	Tokyo Overnight Average Rate (TONA)	Revised Sterling Overnight Index Average (SONIA)	Euro-Short Term Rate (ESTER)	Swiss Average Overnight Rate (SARON)	Interbank Overnight Cash Rate (AONIA)	Canadian Overnight Repo Rate (CORRA)
Working Group	Alternative Reference Rates Committee	Committee on Japanese Yen Interest Rates Benchmark	Working Group on Sterling Risk Free Reference Rates	Working Group on Euro Risk Free Rates	National Working Group on CHF Reference Rates	BBSW Advisory Committee	Canadian Alternative Reference Rate Working Group
Secured or unsecured	Secured overnight funds	Unsecured overnight funds	Unsecured overnight funds	Unsecured overnight funds	Secured overnight funds	Unsecured overnight funds	Secured overnight funding
Measure	US Treasury overnight repo transactions	Uncollateralized overnight call rate from money market brokers	Wholesale deposit transactions with 1 day maturity	Overnight fixed rate deposits	Interest on overnight interbank swiss franc repo	Cash market transactions between banks that settle any payments across their own ESA	Based on the trimmed median repo rate of daily transactions
Administrator	Federal Reserve Bank of New York	Bank of Japan	Bank of England	European Central Bank	SIX Swiss Exchange	Reserve Bank of Australia	Bank of Canada (future admin); Refinitive (current)
Publication Status	Currently published: since April 2018	Currently published: since 1992	Currently published: since April 2018	Currently published; since October 2019	Currently published: since 2009	Currently published; since 2016	Currently published: since 2009

b. Differences between IBORs and RFRs

There a number of differences between IBORs and RFRs which may be addressed in the transition process away from certain IBORs, including:

	IBOR	RFR
Credit risk premium of the banking system	Included	Not included
Term structure	Various, such as 1,3, and 6 months	Currently overnight only
Transaction based	Partially	Wholly
Calculation	Forward looking	Backward looking
Examples	LIBOR, EURIBOR, TIBOR	TONIA, SONIA, SOFR, €STR

c. Points for you to consider in relation to IBOR transition and reform

At present, the exact scope and timing of changes to existing IBOR rates are unclear. Certain benchmarks may cease to be published, have their use restricted, cease to be in customary market usage or be calculated in a different way. References to IBOR rates in existing products may need to change to an alternative benchmark rate, which might be a RFR, an IBOR rate which is not being discontinued, or a financial institution's cost of funds. Some alternative reference rates may be delayed or disappear and there is no guarantee that an appropriate alternative reference rate will be available or gain market acceptance.

Any changes to benchmark interest rates may impact the loans, debt securities, derivatives and other products you currently hold (and those you enter into in future), including, without limitation, by requiring or resulting in:

For existing transactions that extend beyond 2021, market participants may have to decide whether to (x) replace the referenced IBOR with the RFR ahead of its discontinuation or (y) use so-called “fallback” provisions that will determine the replacement of the referenced IBOR upon certain trigger events or (z) terminate such transactions. Where Mizuho is not the issuer of a bond, note, commercial paper or certificate of deposit or other financial product, but is acting in other transaction roles or is offering a secondary market product, you should know that Mizuho does not set the terms of such products. In addition, for some products there may be no fallback language. If there is fallback language, it may vary greatly from other Mizuho products, and/or a change in benchmark rates and/or repricing may be required as a result of the cessation of LIBOR. There are industry efforts to harmonize the approach taken by market participants, although this is voluntary guidance and fallbacks may differ among parties and across products, such as different trigger events, timing or even a different fallback rate.

You should consider whether you require independent professional advice (whether legal, accountancy, tax or other advice), with respect to the changes, and continue to keep your position under review.

d. Next steps

Industry bodies in every region have been working on the IBOR transition. In the US, the Federal Reserve convened the Alternative Reference Rates Committee (ARRC), consisting of a group of public and private-market participants, which was formed in 2014 to help ensure a successful transition to a more robust alternative reference rate. The ARRC has chosen the Secured Overnight Financing Rate (SOFR) to serve as an alternative reference rate to USD LIBOR. The ARRC has published more robust fallback language providing for mechanisms to implement a replacement benchmark for IBORs for a number of products, including bilateral and syndicated loans, floating rate notes and securitizations, among others. The ARRC has also published a Paced Transition Plan outlining key milestones to track and facilitate the incorporation of SOFR as the alternative replacement rate for USD LIBOR. On October 23, 2020, the International Swaps and Derivatives Association (ISDA) issued a protocol to amend legacy IBOR derivatives transactions, which will apply term and spread adjusted alternate reference rates as fallback benchmarks upon certain defined trigger events. The protocol will take effect on January 25, 2021, whereupon a new supplement to the 2006 ISDA definitions will also go live in order to facilitate the contemporaneous application of the updated fallbacks to both new transactions and existing legacy transactions.

We recommend you prepare for the possible discontinuance of LIBOR and the change to the reference rate in your financial transactions by consulting with your legal, financial, tax, accounting and other advisors. We also encourage you to participate in industry associations and trade groups, which we are doing as well.

Mizuho Bank, Ltd., Mizuho Securities USA LLC, Mizuho Capital Markets LLC, and Mizuho Bank (USA) are actively preparing for IBOR transition, participating in industry working groups and working on the development of new products with alternative reference rate, and we have been, and will continue to, engage with our clients individually as the market develops with respect to the changes arising from the transition to new reference rates at an industry level.

In the meantime please feel free to contact your relationship manager or email [email protected] if you have any questions or would like additional information.

e. Further information and resources

Additional information can be found at:

f. Disclaimers

This document has been prepared by Mizuho Bank, Ltd. and Mizuho Americas LLC (together, Mizuho) solely for the purpose of supplying information to Mizuho clients. It is not intended for persons who are restricted in accordance with US, Japanese or any other applicable securities laws. Any distribution, retransmission or reproduction of this information to any person, in whole or in part, in any format is prohibited, unless otherwise required by law or regulation or with the prior consent of Mizuho.

This document has been prepared by Mizuho solely from publicly available information. Information contained herein and the data underlying it have been obtained from, or based upon, third party sources believed by us to be reliable, but no assurance can be given that the information, data or any computations based thereon are accurate or complete. The distribution of third party content in any form may be prohibited except with the prior written permission of the related third party. The content of this document is subject to change without notice. We do not accept any obligation to any recipient to update or correct this information.

This document is not intended to be investment research and has not been prepared in accordance with requirements to promote the independence of investment research. You understand and agree that Mizuho is not acting as your agent, fiduciary or advisor with respect to any matters contemplated herein. This document is not independent from Mizuho’s interests. Mizuho may reference benchmarks for internal purposes or in respect of products and transactions which we execute with clients.

Any views, opinions or forecasts expressed in this document are not intended to be and should not be viewed as advice or recommendations. Past performance is not a guarantee or indication of future results. It is not and should not be construed as a recommendation or an offer or solicitation to buy or sell any security or financial instrument or any interest in any security or financial instrument or enter into any transaction. Nothing contained herein is in any way intended by Mizuho to offer, solicit and/or market any security, loan, derivative or any related product which Mizuho is otherwise prohibited by U.S., Japanese, or any other applicable laws, rules, regulations, or guidelines from offering, soliciting, or marketing. Mizuho makes no representation, warranty or other assurance of any kind with respect to the suitability of any information and provides no advice in respect of legal, regulatory, tax or accounting matters in any applicable jurisdiction. You should form your own independent judgement as to the applicability and relevance of the information contained herein. Neither Mizuho nor any officer, director, employee, agent, advisor or controlling person of Mizuho is responsible for and accepts no liability with respect to the use of this document or of its contents or for any errors therein or omission therefrom. Mizuho further disclaims any civil responsibility for any legal recourse caused by action or omission derived from the information provided herein. Without limiting any of the foregoing, to the fullest extent permitted by applicable law, in no event shall Mizuho have any liability for any special, punitive, indirect, or consequential damages (including lost profits or lost opportunity), in connection with the information contained herein or the use or distribution thereof, even if notified of the possibility of such damages.

March 31, 2021
- March 31, 2021
- September 30, 2020
- Credit and Liquidity Premiums: IBORs include the cost of bank credit risk and term liquidity risk as they are based on the submissions of panel banks indicating where they can borrow unsecured funds in the relevant interbank market, whereas RFRs are based on overnight transactions. Transitioning existing contracts from IBORs to RFRs may involve incorporating a spread on the RFR to account for such risks in IBOR.
- Calculation direction: RFRs are currently contemplated as backward looking overnight rates whereas IBORs are forward looking term rates, meaning that for IBORs the rate of interest is fixed and publicly available at the beginning of each interest period. As a result, an RFR may not perform the same way as the IBOR it replaces would have.
- the determination of, or an agreement on, a successor or alternative reference rate;
- potential changes to the interest and other provisions of existing contracts, to provide for the transition to an alternative reference rate, such as the incorporation of fallback provisions;
- the potential for material mismatch of interest rates between products (such as loans and corresponding hedges), which currently refer to the same benchmark rate;
- some benchmarks may perform differently than their alternative reference rate and even with spread adjustments, may not result in an rate that is the economic equivalent of the IBOR benchmark rate used in such transaction;
- the need for an adjustment to the alternative reference rate, which may include a term structure methodology, addition of a credit spread component or any other applicable calculating conventions;
- an impact on the value or pricing or cost to you of any product;
- potential accounting and tax issues, as many businesses use IBORs for derivative and other valuation purposes; and/or
- potential operational implications, such as changes to systems or processes (such as the impact on cashflow forecasting, when moving from backward looking to forward looking rates).

10. Mizuho Americas Pre-Hedging Disclosure

Please note that Mizuho Securities USA LLC, Mizuho Capital Markets LLC, and/or Mizuho Markets Americas LLC, as applicable, and/or their subsidiaries or affiliates (collectively, “Mizuho”) may enter into derivatives, futures, or other transactions with third parties (“Exposure Hedging or Pre-Hedging Transactions”) related to derivatives or securities with respect to transactions you may conduct with Mizuho. Our intention in Exposure Hedging or Pre-Hedging Transactions is to facilitate order execution and reduce the potential market impact of filling your order, with the goal of minimizing our risk incurred by entering into the transaction and achieving a better price outcome for you. However, there is no guarantee that such activity will have the desired outcome. The Exposure Hedging or Pre-Hedging Transactions between Mizuho and such third parties shall be entered into with a view to managing risk and may be executed by Mizuho before—including but not limited to, within the seconds and minutes before—during, or after the pricing or consummation of any directly or indirectly related transactions between Mizuho and you. Any such Exposure Hedging or Pre-Hedging Transactions or any related discussions or preliminary actions between Mizuho and such third parties will be entered into by Mizuho for the purpose of, or in connection with, hedging its actual or potential exposure arising from the transactions between Mizuho and you (sometimes referred to as pre-hedging or pre-positioning). For any such transactions, Mizuho will execute them as principal, not as agent for you. Such Exposure Hedging or Pre-Hedging Transactions may, dependent upon market conditions, have the direct or indirect effect of negatively impacting the price, rate, liquidity or otherwise adversely affecting the terms of any existing or potential transactions to be entered into by you in relation to such securities or derivatives transactions you may conduct with Mizuho. This is particularly possible during times of low liquidity in the relevant market. In other words, Mizuho’s good faith efforts in Exposure Hedging or Pre-Hedging Transactions could negatively impact the economics of your existing or potential transactions with Mizuho, including the price you receive for your transaction with Mizuho. All securities and derivatives counterparties of Mizuho are encouraged to review this Pre-Hedging Disclosure, as well as Mizuho’s Universal Disclosures, closely and contact Mizuho in the event of any questions or concerns. In absence of your contacting Mizuho, we will consider you as having acknowledged and accepted the impact/risk arising from such Exposure Hedging or Pre-Hedging Transactions by Mizuho as more fully described herein.

11. Health Care Price Transparency Disclosures

This link leads to the machine readable files that are made available in response to the federal Transparency in Coverage Rule and includes negotiated service rates and out-of-network allowed amounts between health plans and healthcare providers. The machine-readable files are formatted to allow researchers, regulators, and application developers to more easily access and analyze data.

12. Voluntary Carbon Market Disclosure Act (AB1305) Compliance Statement

This statement addresses and identifies the sources of disclosures by or on behalf of Mizuho Financial Group, Inc. (“Mizuho”) in connection with the California Voluntary Carbon Market Disclosure Act (“AB1305”).

The disclosures are made with reference to the TCFD Report (Climate-related Report) 2023 (“TCFD Report”) and the Environmental Social & Governance Data Book 2023 (“ESG Data Book”) of Mizuho and certain other Mizuho environmental, social and governance (“ESG”) reports, policies, statements, guidelines and other information, including information contained on Mizuho’s “Sustainability” webpage generally (link) and its “Environment” webpage more specifically (link).

The table below refers to sources of information responsive to the requirements of AB1305 and that information is incorporated by reference into this statement. As the table helps identify, relevant disclosure is located throughout the TCFD Report, the ESG Data Book and other documents as noted in the table below, and information should be read and understood in the context of Mizuho’s overall approach to disclosure of climate-related financial risks (including as described in the TCFD Report).

The disclosure made in this statement is provided for the Mizuho entities that are subject to the requirements of AB1305, and speaks only to relevant information available as of January 1, 2024.

As used in this statement, the terms “Mizuho”, “we,” “our,” and “its” refer, if and to the extent applicable under AB1305, to one or more of Mizuho and certain of its subsidiaries and affiliates, including Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd., Mizuho Securities Co., Ltd., Mizuho Research & Technologies, Ltd., Asset Management One Co., Ltd. and/or Mizuho Americas LLC .

The following summarizes statements regarding net-zero and emissions reductions, which can be located throughout the TCFD Report, ESG Data Book and other materials referred to herein. As noted, we refer you to those documents where these claims may be more completely described (including interim steps related to the claims).

Ambition to achieve carbon neutrality by FY2030 with respect to Scope 1 and 2 greenhouse gas (“GHG”) emissions.
Ambition to achieve net zero by 2050.

AB1305 Disclosure Category	Location in Mizuho Materials
How Mizuho’s claims regarding carbon neutrality and net-zero emissions goals are determined to be accurate or accomplished	Information regarding Mizuho’s metrics and targets for its ambition to reduce Scope 1 and 2 emissions by 2030 can be found on pages 69-70 of the TCFD Report. Information regarding Mizuho’s midterm metrics and targets for its 2050 net zero ambition can be found on pages 35-42, 69 and 71 of the TCFD Report. Information regarding certain Mizuho KPIs and achievements relating to its carbon neutral and net-zero claims can be found on pages 3, 9 and 69 of the TCFD Report and on pages 3, 7 and 10-16 of the ESG Data Book. Information regarding Mizuho’s governance of climate-related matters and methodologies with respect to measuring GHG emissions and reduction targets can be found throughout the TCFD Report, including pages 13-19. Information regarding Mizuho’s sustainable finance targets and results, and actions taken to achieve those targets, can be found on pages 29-34 of the TCFD Report. In addition, as noted below, certain categories of Mizuho’s emissions data are subject to limited third party assurance or verification.
How interim progress toward Mizuho’s claims regarding carbon neutrality and net-zero emissions goals is being measured	In addition to the information provided or identified elsewhere in this table: Details regarding how Mizuho manages and measures its progress towards its 2030 carbon neutrality and 2050 net zero ambitions can be found on pages 11 and 20-24 of the TCFD Report. Mizuho’s responsible financing and investment policies and procedures can be found on pages 88-96 of the TCFD Report and page 21 of the ESG Data Book. Information regarding how Mizuho measures its CO2 emissions can be found on page 16 of the ESG Data Book.
Identification of Mizuho’s science-based targets for its emissions reduction pathway	Mizuho’s 2030 carbon neutral ambition, its interim targets for certain financed emissions sectors, and its ambition to align financed emissions to net zero by 2050 can be found throughout the TCFD Report, in particular on pages 69-77 and 84-87.
Disclosure of relevant sector methodology used for Mizuho’s science-based targets and emissions reduction pathway	Details regarding the sectors covered by Mizuho’s financed emissions targets, including the scenarios used to set these targets and how progress is measured, can be found on pages 79-83. Details regarding Mizuho’s overall transition risk scenario analysis can be found on pages 51-58 and 97-102 of the TCFD Report.
Any independent third-party verification of Mizuho’s data and claims listed	Mizuho obtained independent third-party verification or assurance as follows: 2023 Independent Assurance Report regarding Scope 1 and 2 GHG Emissions (link) 2023 Third-party Verification Report regarding Scope 3 GHG Emissions (Category 6: Business Trips) (link) The following charts and related information from the ESG Data Book identify the data that obtained either assurance or verification, as noted therein: Energy Consumption (pages 12-13 of ESG Data Book) CO2 Emissions (pages 14-16 of ESG Data Book)

Important Notice
The information, statements and opinions set out in this AB1305 disclosure statement are for informational, reference and Mizuho-compliance purposes only and do not constitute a public offer for the purposes of any applicable law or an offer to sell or solicitation of any offer to purchase any securities or other financial instruments or any advice or recommendation in respect of such securities or other financial instruments.

This statement, which does not purport to be comprehensive nor render any form of legal, tax, investment, accounting, financial or other advice, has been provided by Mizuho (together with its consolidated subsidiaries and affiliates, the “Group”) and has not been independently verified by any person (except as otherwise expressly stated herein). You should consult your own advisers as to legal, tax, investment, accounting, financial or other related matters concerning any investment in any securities. No responsibility, liability or obligation (whether in tort, contract or otherwise) is accepted by the Group or any member of the Group or any of their affiliates or any of its or their officers, employees, agents or advisers (each, an “Identified Person”) as to or in relation to this statement (including the accuracy, completeness or sufficiency thereof) or any other written or oral information made available or any errors contained therein or omissions therefrom, and any such liability is expressly disclaimed.

No representations or warranties, express or implied, are given by any Identified Person as to, and no reliance should be placed on, the accuracy or completeness of any information contained in this statement, any other written or oral information provided in connection therewith or any data which such information generates. In no event will any Identified Person be liable to you or anyone else for any decision made or action taken in reliance on the information in this statement.

Except as required by law, no Identified Person undertakes, or is under any obligation, to provide the recipient with access to any additional information, to update, revise or supplement this statement or any additional information or to remedy any inaccuracies in or omissions from this statement. Past performance is not necessarily indicative of future results. Differences between past performance and actual results may be material and adverse.

Forward-Looking Statements

This AB1305 disclosure statement contains both historical and forward-looking statements, including estimates, forecasts, targets, and plans. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements may be identified by the use of terms such as “expects,” “targets,” “believes,” “seeks,” “estimates,” “may,” “intends,” “plan,” “will,” “should,” “potential,” “reasonably possible,” or “anticipates,” variation of these words, the negative thereof or similar expressions. These forward-looking statements do not represent any guarantee by management of future performance. These statements reflect our current views with respect to future events and are subject to risks, uncertainties, and assumptions. Actual results may differ materially from those included in these statements due to a variety of factors, including, among others, global socio-demographic and economic trends, energy prices, technological innovations, climate-related conditions and weather events, governmental policies and legislative and regulatory changes as well as other unforeseen events or conditions. Further information regarding factors that could affect our results is included in “Item 3.D Key Information—Risk Factors” in our most recent Form 20-F filed with the U.S. Securities and Exchange Commission, which is available in the Financial Information section of our website at https://www.mizuhogroup.com/investors/financial-information and also at the SEC’s website at www.sec.gov. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events, or otherwise.

13. Notice to Commercial Customers Concerning Transactions Related to Unlawful Internet Gambling

The Unlawful Internet Gambling Enforcement Act of 2006 and Regulation GG of the Federal Reserve Board, 12 C.F.R. Part 233 (collectively, the “Unlawful Gambling Act”) prohibit any person engaged in the business of betting or wagering from knowingly accepting a payment in connection with the participation of another person in unlawful Internet gambling. Accordingly, no customer may process through this account or through its relationship with the Bank any “restricted transaction,” as defined by the Unlawful Gambling Act. Under the Unlawful Gambling Act, a “restricted transaction” means any transaction or transmittal conducted by or on behalf of any person participating in unlawful Internet gambling involving: Credit or the proceeds of credit extended to or on behalf of such other person; An electronic funds transfer, or funds transmitted by or through a money transmitting business, or the proceeds of an electronic fund transfer or money transmitting service, from or on behalf of such other person; or Any check, draft, or similar instrument that is drawn by or on behalf of such other person and is drawn on or payable at or through any financial institution.

14. Economic Sanctions Disclosure

Mizuho U.S. Operations ("MUSO") has a policy of strict compliance with all applicable economic sanctions laws and regulations ("Sanctions"), including sanctions regulations under the Japan Foreign Exchange and Foreign Trade Act and U.S. economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC").

OFAC's regulations prohibit certain transactions involving or related to targeted countries, governments, individuals, entities, vessels, and aircrafts.1 In particular, OFAC has imposed comprehensive sanctions on:

Cuba, Iran, North Korea, Syria, the Crimea region and the Donetsk and Luhansk People's Republics.
the Governments of Cuba, Iran, North Korea, Syria, and Venezuela, including entities owned or controlled by, or persons acting for or on behalf of, these Governments; and
a wide range of other sanctions targets, including those listed on OFAC's consolidated sanctions list as Specially Designated Nationals ("SDNs") or Foreign Sanctions Evaders, as well as entities owned 50% or more directly or indirectly by SDNs.2

OFAC also has imposed sanctions that target:

Credit and finance-related transactions involving Russian "sectoral sanctions" targets.
transactions involving Russia's Central Bank, National Wealth Fund and Ministry of Finance.
a wide range of Russia-related transactions, including certain imports into the US from Russia, certain exports to Russia and certain services provided to persons in Russia.
certain Belarus related transactions.
purchases and sales of publicly traded securities issued by companies on OFAC's Chinese Military-Industrial Complex Companies list or publicly traded securities that are derivative of, or provide investment exposure to, such securities.

We will not accept or process any transactions or other business in violation of Sanctions. As required, we will block or reject transactions, including customer payments, to prevent violation of OFAC sanctions and MUSO Sanctions policies. We also may take further actions regarding such transactions as we determine are necessary to meet our compliance obligations and regulatory standards.

Therefore, we require our customers to provide advanced notice of any transactions involving OFAC sanctioned countries (listed above), or that they know or suspect to involve persons that are on the OFAC consolidated sanctions list or otherwise the subject of OFAC sanctions. In response to any such notice, we will determine whether we may accept the transaction in compliance with Sanctions and MUSO policy.

For further information on OFAC's sanctions, please see OFAC's website at: www.treas.gov/ofac
For further information on OFAC's consolidated sanctions list, please see OFAC's website at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/consolidated.aspx.

We appreciate your understanding and thank you for your cooperation.

Any questions regarding the MUSO Sanctions Program, please reach out to [email protected]

Universal Disclosures for Mizuho Americas

​​a. General Disclosures and Disclaimers

​​b. Research Disclosures

​c. Order Handling and Trading Disclosures

​d. Business Continuity Disclosure

​e. Futures Specific Disclosures

​f. MSUSA Statement of Financial Condition

​g. Sales of Investment Products to Customers of Mizuho Bank (USA).

h. Collateral Arrangements

​a. General Risk Disclosures and Asset Specific Disclosures

​b. Initial Margin Segregation Disclosure

​c. Mid-Market Mark Disclosures

​d. Scenario Analysis

​e. Right to Select the Clearinghouse

​f. Special Entities

​g. Potential Conflicts of Interest

h. Alternative Compliance Mechanism.

​i. MCM Statement of Financial Condition

​j. After Hours Orders

K.Disclosure and Notice for Canadian Counterparties

l. Contact Information

​a. Community Reinvestment Act (“CRA”) Rating Statement

​b. Bank Secrecy Act/Anti-Money Laundering Disclosure

​1. Customers subject to the provision of information according to the "opt-out method"

​2. Scope of information

​3. Recipients of information

​4. Method for transferring information

​5. Recipient's method for managing information

​6. Recipient's purpose of use

​7. Means for making a "request to cease the provision of information"

​8. Method for managing information upon customer's "request to cease the provision of information"

​9. Notes

​a. General Background

​