1. Mizuho Securities USA LLC ("MSUSA")
2. Mizuho Alternative Investments (“MAI”)
3. Mizuho Capital Markets LLC ("MCM")
4. Mizuho Bank (USA) (“BKUSA”)
5. Mizuho Bank, Ltd. (“MB”)
6. Sharing of Corporate Customer Information to Group Companies
a. General Disclosures and Disclaimers
Read about the Mizuho Securities USA LLC conversion as of April 1, 2017.
Information contained in this website is for informational purposes only and does not constitute a recommendation, offer, general solicitation or confirmation of terms. Investments and investment strategies discussed on this website may not be suitable for you. You should weigh any investment decision carefully after considering your specific investment objectives and financial circumstances.
Information contained in this 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 information contained in this 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 the licensing requirements. Clients should contact a MSUSA representative in their home jurisdiction unless governing law permits otherwise. MSUSA is regulated in the US by the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), the Commodity Futures Trading Commission (“CFTC”), the Municipal Securities Rule Board (“MSRB”) and CME Group, Inc., and is a member of most major futures exchanges.
Copies of MSUSA’s audited financial statements will be provided upon request to any customer (as defined in FINRA Rule 2261).
b. Anti-Money Laundering Disclosures
Company Status with Regulators
MSUSA is a registered broker-dealer with the SEC and a member of the securities self-regulatory organization, FINRA. MSUSA also is registered as a futures commission merchant with the CFTC and a member of the futures self-regulatory organization, the National Futures Association (“NFA”). As such, MSUSA is considered a “covered financial institution” for purposes of the US Bank Secrecy Act, as amended by the USA PATRIOT Act and is subject to its regulations as well as the rules and oversight of the federal regulatory authorities and self-regulatory organizations listed above.
Anti-Money Laundering Program
The policy of MSUSA 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 MSUSA Anti-Money Laundering (“AML”) Program has been designed to comply with legal and regulatory requirements, including FINRA Rule 3310 and NFA Compliance Rule 2-9, by:
(a) including 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) including 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) providing for 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) providing for ongoing training of appropriate staff.
Customer Identification Program
In compliance with federal anti-money laundering requirements, MSUSA has developed and implemented a Customer Identification Program (“CIP”) to identify and verify the identity of customers that open new accounts. The purpose of the CIP process is to ensure that MSUSA has taken reasonable efforts to determine the identity of its customers through documentary and or non-documentary means.
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, we are required to ask for certain identifying information such as your name, address, and other information that will allow us to identify you. We 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, we are prohibited from opening or maintaining a correspondent account for, or on behalf of, certain Specified Banks. The regulations also require us to notify you that your correspondent account (if applicable) with our financial institution may not be used to provide the Specified Banks with access to our financial institution. If we become aware that the Specified Banks are indirectly using the correspondent account (if applicable) you hold at our financial institution, we will be required to take appropriate steps to prevent such access, including terminating your account.
Any questions regarding the MSUSA AML Program, CIP or requests to share information under Section 314(b) of the USA PATRIOT Act should be directed to:
Mizuho Securities USA LLC
320 Park Avenue, 12th Floor
New York, NY 10022
c. Research Disclosures
Compensation of Research Analysts
The research analysts principally responsible for MSUSA research report 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 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.
d. Order Handling and Trading Disclosures
FINRA Rule 5310 – Best Execution
In any equity 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 in, 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 US Equity Trading Desk (“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 – 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), is the primary rule that affects broker-dealers and requires broker-dealers to prevent “trade-throughs.” Therefore, MSUSA US ET will be prohibited from effecting that transaction at a price that is lower (higher) than the best bids (offers) in the market, without first satisfying those better-priced protected quotations.
The Regulation NMS – 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 will 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, you may choose to decline the executions .resulting from the ISOs. Whether you choose to accept or decline the ISO executions, MSUSA US ET is still required to satisfy those better-priced quotations and the benefit of those executions will be factored into your negotiated price. If you accept the ISO executions, your transaction price 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 you (customer) specifically request and provide other specific order instructions. A “not held” order means you are giving MSUSA time and price discretion in seeking to obtain the best execution of your 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.
In the first case of no-knowledge, 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.
In the case of pre-positioning or anticipatory hedging with knowledge and consideration of the customer order, your order to MSUSA may be marked as trade-along. MSUSA holding a customer order are restricted from related trading except where pre-positioning is designed to enhance the overall execution quality for the customer. Efforts to enhance execution quality by related principal pre-positioning can occur in varying 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. Another example would be 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, however, 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 send notice to
Mizuho Securities USA LLC
320 Park Ave., 12th Floor
New York, NY 10022
or by email to EQ-Compliance@us.mizuho-sc.com
Execution Alternatives and Sourcing Liquidity
MSUSA US ET utilizes vendor developed tools (algorithm strategy) designed to access external and internal sources of liquidity to obtain the most favorable execution of your orders reasonably available under market conditions. These tools include smart order routers that route orders in accordance with your instructions for orders placed with MSUSA. These tools may also provide access to Alternative Trading Systems (“ATS”) that seek 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 your orders with the best possible execution, and absent specific instructions to the contrary, your transactions may be executed on an agency, agency cross, principal basis or a combination of these.
Regulation NMS – Rule 605 - 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 has contracted with a third party vendor, SunGard – Protegent Trading Compliance (“PTC”), to collect MSUSA order execution data and organize the statistics.
You can find these Rule 605 monthly reports at the following PTC website https://www.sungard.com/solutions/compliance-tax/protegent/protegent-trading-compliance/best-execution-order-routing.
In addition, you find the URL link to PTC on the Mizuho Americas LLC website https://www.mizuhoamericas.com/disclosures
Regulation NMS – Rule 606 - Disclosure of Order Routing Information
Rule 606 states that broker dealers (market centers) must make available standardized quarterly reports of statistical information concerning our equity order routing information. MSUSA has contracted with a third party vendor, SunGard – Protegent Trading Compliance (“PTC”), to collect MSUSA order execution data and organize the statistics.
You can find these Rule 606 monthly reports at the following PTC website https://www.sungard.com/solutions/compliance-tax/protegent/protegent-trading-compliance/best-execution-order-routing. Use the drop down box to select Mizuho Securities USA LLC
In addition, you find the URL link to PTC on the Mizuho Americas LLC website https://www.mizuhoamericas.com/disclosures
Transactions executed in non-U.S. markets may be effected with or through MSUSA’s affiliate. Such affiliate may have acted as principal or agent and as a result derived compensation from the transaction. Additional information is available upon written 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 may utilize certain third party vendor systems to disseminate indications of interest (“IOI”) to other market participants or trading venues. MSUSA will label an IOI as a “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.
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 strictly 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 purpose of fulfilling or facilitating the execution of a client’s block transaction. Consistent with this exception, you should be aware that MSUSA may engage in trading to hedge the risk of your block transaction using market data and other forms of permissible information that are available to us. This hedging activity may coincidentally impact the market prices of the securities or financial instruments you are buying or selling. MSUSA will conduct this trading in a manner designed to limit market impact and consistent with our best execution obligations.
Whether in the facilitation of block transactions or other services for which you engage MSUSA, we will not place our financial interests ahead of your own.
Extended Trading Hours
FINRA Rule 2265 requires that MSUSA disclose to you the following potential risks if you 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 with greater liquidity it is easier for investors to buy or sell securities, and 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, your order may only be partially executed, or not at all.
- Risk of Higher Volatility. Volatility refers to the changes in price that securities undergo when trading. 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, your order may only be partially executed, or not at all, or you may receive an inferior price when engaging in extended hours trading than you would 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 end of regular trading hours, or upon the opening the next morning. As a result, you may receive an inferior price when engaging in extended hours trading than you would 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 dealing in the same securities. Accordingly, you may receive an inferior price in one extended hours trading system than you 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, and if combined with lower liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of a security.
- 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. Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads for a particular security.
Municipal Advisor Disclosure
You are receiving this periodic notice because you have an investment account with Mizuho Securities USA LLC (“MSUSA”). 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, you 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 you certain ongoing securities market information (either in writing or in oral communications), but does not provide any “advice” that would otherwise require MSUSAs registration as a municipal advisor. Accordingly, MSUSA does not provide you, 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 you 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, and information that is particularized to your 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 your needs. It is factual in nature, and does not contain or express subjective assumptions, opinions, or views, or constitute a recommendation. You do not view any information received from MSUSA as a suggestion to take action or refrain from taking action. You do not deem this information to imply a recommendation or otherwise constitute advice. You are encouraged to discuss any information or material provided to you by MSUSA with any and all internal or external advisors and experts that you deem appropriate before acting on any such information.
e. Business Continuity Disclosure
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.
Our BCP tries 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
320 Park Avenue
New York, New York 10022
f. CFTC Reg. 22.16 Disclosure to Cleared Swap Customers
Mizuho Securities USA LLC (“MSUSA”) currently clears swap transactions for its clients as a clearing member of two clearing organizations: CME Group and SGX Derivatives Clearing Limited (“SGX-DC”). They are both registered with the CFTC as a Derivatives Clearing Organization (“DCO”). In the unlikely event of MSUSA’s insolvency, customer rights would be determined pursuant to the commodity broker liquidation provisions of the US Bankruptcy Code and the CFTC’s Part 190 Rules regarding the return to clients of assets in segregated, secured/30.7, and customer cleared swap accounts. However, if the DCO or the insolvency proceeding is outside the US, local insolvency law could affect a customer’s ability to recover funds and securities or the speed of any such recovery. SGX-DC is located outside the US. Rules of these DCOs and related exchanges also could affect a customer’s ability to recover funds or the speed of such recovery. Each DCO has rules that govern the use of cleared swaps customer collateral, and/or the transfer, neutralization of risks, and liquidation of cleared swaps in the event of a default relating to a cleared swap customer account. Rulebooks are posted at their respective websites. Please note that such rules and the URL links to those rules are susceptible to change. The following are URL links to the clearing houses’ rules:
CME Group (CME, CBOT, NYMEX and COMEX)
g. CFTC Rule 1.55(k) Firm-Specific Disclosure
Click here to link to MSUSA’s CFTC Rule 1.55(k) Firm-Specific Disclosures document.
h. CFTC Rule 1.55(o) Financial Regulatory Information
Financial information regarding the futures commission merchant, MSUSA, including how the futures commission merchant invests and holds customer funds, may be obtained from the National Futures Association. Click here to link to the National Future Association website.
Additional financial information on all futures commission merchants is available on the CFTC’s website. Click here to link to the CFTC’s website.
Click here to link to MSUSA’s CFTC Rule 1.55(o) Daily Financial Regulatory Information disclosures.
i. MSUSA Statement of Financial Condition
Click below to view MSUSA’s most recent financial statements.
j. 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
k. 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
This website provides general information about MAI and its investment strategies. This material is provided for informational purposes only and nothing herein constitutes investment, legal, accounting or tax advice, or a recommendation to buy, sell or hold a security. Investments and investment strategies discussed on this website may not be suitable for you. You should weigh any investment decision carefully after considering your specific investment objectives and financial circumstances.
All information is current as of the date of this material and is subject to change without notice. Any views or opinions expressed may not reflect those of Mizuho Financial Group, Inc. (“Mizuho”) as a whole. MAI products and services may not be available in all jurisdictions or to all client types. Investing entails risks, including possible loss of principal. Investments in hedge funds and alternative investments are speculative and generally involve a higher degree of risk than more traditional investments. Investments in hedge funds and alternative investments are intended for sophisticated investors. Indexes are unmanaged and are not available for direct investment. Past performance is not indicative of future results.
Information contained in this 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.
MAI is a wholly-owned subsidiary of Mizuho. Mizuho and its affiliates are involved in a broad spectrum of financial services. Because of the wide range of services offered by Mizuho and its affiliates, it is possible that conflicts may arise. MAI and its affiliates may have accumulated a long or short position in any investment.
MAI is registered with the Securities and Exchange Commission (“SEC”) as an Investment Adviser.
To view MAI’s SEC registration information, visit the Investment Adviser Public Disclosure database.
Should you have any additional questions regarding MAI, please contact:
Mizuho Alternative Investments, LLC
757 Third Avenue, 8th Floor
New York, NY 10017
Complaints may be directed to: Mizuho Alternative Investments, LLC
757 Third Avenue, 8th Floor
New York, NY 10017
Attn: Chief Compliance Officer
+1 (212) 282-4739
MCM is (provisionally) 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.
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). 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.
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 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 firstname.lastname@example.org.
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 (Post-Trade) Mid-Market Mark Disclosures
As required by CFTC rule 23.431(d)(2), we will provide you with a daily mark for all uncleared 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; (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@example.com.
Daily mark methodology and assumptions can be found here. You have the right to obtain the daily mark for cleared swaps originally executed with us from the relevant derivative clearing organization.
d. Contact Information
Should you have any additional questions regarding these disclosures, please contact firstname.lastname@example.org. Complaints may be directed to:
Mizuho Capital Markets LLC
1440 Broadway, 25th Floor
Attn: Chief Compliance Officer
+1 (212) 547-1500
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.
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.
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.
(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@example.com
Business Hours (Monday to Friday, 9:00 to 17:00)
Excluding public and national holidays