Pre-Trade Mid-Market Marks Equity Swaps Disclaimer

In accordance with Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), prior to entering into any uncleared swap transaction, we, Nomura International PLC and Nomura Global Financial Products, Inc. (collectively “Nomura”), a Commodity Futures Trading Commission (“CFTC”) Swap Dealer, must provide a pre-trade mid-market mark (“PTMMM”) for the swap to any counterparty who is not a Swap Dealer, Major Swap Participant, Security Based Swap Dealer or Major Security Based Swap Participant.

We (or a third party on our behalf) will, to the extent required by applicable law and regulation, provide the PTMMM of any swap between us pursuant to CFTC Regulation 23.431(a)(3)(i) as follows: If you have agreed to receive oral disclosure (with written confirmation to follow post trade) of the PTMMM of any swap, then we will provide such oral disclosure followed by written disclosure. If you have not agreed to receive such oral disclosure, then we will provide the PTMMM of any swap in writing. A PTMMM is not required to be provided on security-based swaps, other than mixed swaps, as defined by the Dodd Frank Act.

In accordance with CFTC Regulation 23.431(a)(3)(i) we are providing you with the following disclosure regarding the PTMMM for certain swaps that you may enter into with Nomura that reference an underlying that is an equity security. The PTMMM of any equity swap that we provide to you shall not include amounts for profit, credit, reserve, hedging, funding, liquidity or any other costs or adjustments. Such PTMMM shall be based on Nomura’s interpretation of the mid-market mark at the time of a quote, and, where a two-way market exists, is the mean of the quoted bid and ask. 

We make no representations or warranties to you that the prices at which we offer or value equity swaps are the best prices available for any equity swap in the marketplace. You may wish to seek representative quotations from other participants in the relevant market to compare prices or determine the intrinsic or current market value of a particular equity swap. Further, we make no representations or warranties to you that the price at which we value equity swaps (i) would equal the value that would be used for determining margin calls or collateral levels or (ii) would be the same as the value at which the swap is marked on our internal books and records.

You should not regard any PTMMM that we provide (or a third party on our behalf provides) to be an offer to purchase, sell, enter into, replace or terminate the relevant equity swap at that value or price, unless we identify that value or price as firm or binding with respect to a specific quantity or national amount of the equity swap. 

We make no representations or warranties that any such PTMMM are suitable for your accounting or investment purposes, complying with any financial or tax reporting obligation, determining net asset value, computing any tax liability or any other purpose, matters which you should discuss with your own financial, legal, tax, accounting and other professional advisors and, except as otherwise agreed, we disclaim any liability for any such use or reliance thereon, whether losses or damages are direct, indirect, incidental or consequential, even if we are advised of their possibility.

We may calculate the PTMMM for an uncleared swap on a different basis than that which we use to determine the daily mark for a similar cleared swap. 

Please note that you do not have the right to receive the PTMMM for any equity swap transaction that is initiated on a designated contract market or a swap execution facility. We may, nevertheless, provide you such marks at our discretion.

In connection with any swap entered into between you (or “Customer”) and NGFP that is the result of a referral from a third party, as part of the referral agreement, the price that you pay may include a fee paid by NGFP to that third party for the referral.

We will disclose to you any compensation or other incentives from any other sources other than yourselves that we may receive in connection with an equity swap.

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