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 * Disclosures
 * Changes to Interbank Offered Rates (IBORS) and other benchmark rates


CHANGES TO INTERBANK OFFERED RATES (IBORS) AND OTHER BENCHMARK RATES



Certain interest rate benchmarks are, or may in the future become, subject to
ongoing international, national and other regulatory guidance, reform and
proposals for reform.  

Interest rate benchmarks that are currently the subject of proposals for reform
include U.S. Dollar LIBOR, British Pound Sterling LIBOR, Swiss Franc LIBOR, 
Japanese Yen LIBOR, Euro LIBOR (the “LIBOR Rates”), Japanese Yen TIBOR, EURIBOR,
Euro Yen TIBOR, Canadian Dollar CDOR, Hong Kong Dollar HIBOR and Australian
Dollar BBSW (together with the LIBOR Rates, the “IBORS”). Regulators have
signalled the need to use alternative benchmark reference rates and have
emphasized the need to transition away from IBORs. As a result, existing
benchmark rates may not comply with applicable laws and regulations (such as the
European Benchmark Regulation) and may be permanently discontinued or the basis
on which they are calculated may change.

On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly
announced that:

 * immediately after December 31, 2021, publication of all seven euro LIBOR
   settings, all seven Swiss Franc LIBOR settings, the spot next, 1-week,
   2-month and 12-month Japanese Yen LIBOR settings, the overnight, 1-week,
   2-month and 12-month British Pound Sterling LIBOR settings, and the 1-week
   and 2-month U.S. Dollar LIBOR settings will permanently cease (the “End 2021
   IBORs”);
 * immediately after June 30, 2023, publication of the overnight and 12-month
   U.S. Dollar LIBOR settings will permanently cease;
 * immediately after December 31, 2021, the 1-month, 3-month and 6-month
   Japanese Yen LIBOR settings and the 1-month, 3-month and 6-month British
   Pound Sterling LIBOR settings will cease to be provided or, subject to
   consultation by the FCA, be provided on a changed methodology (or
   “synthetic”) basis and no longer be representative of the underlying market
   and economic reality they are intended to measure and that representativeness
   will not be restored; and
 * immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar
   LIBOR settings will cease to be provided or, subject to the FCA’s
   consideration of the case, be provided on a synthetic basis and no longer be
   representative of the underlying market and economic reality they are
   intended to measure and that representativeness will not be restored.

On September 29, 2021, the FCA published a notice compelling the continued
publication of the 1-month, 3-month and 6-month Japanese Yen and British Pound
Sterling LIBOR settings for a limited period after December 31, 2021, using a
“synthetic” methodology (the “synthetic JPY and GBP LIBORs”).

On January 4, 2022, the FCA publicly confirmed the cessation of publication of
the End 2021 IBORs.

On December 16, 2022, the Federal Reserve Board adopted the final rule that
implements the Adjustable Interest Rate (LIBOR) Act by identifying benchmark
rates based on SOFR (Secured Overnight Financing Rate) that will replace U.S.
Dollar LIBOR in certain contracts after June 30, 2023.

On April 3, 2023, the FCA published a notice compelling the continued
publication of the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings for a
limited period after June 30, 2023, using a “synthetic” methodology (the
“synthetic USD LIBORS” and, together with the synthetic JPY and GBP LIBORs, the
“synthetic LIBORs”).

In addition, financial regulatory agencies have either mandated or encouraged
supervised institutions to cease entering into new contracts that use U.S.
Dollar LIBOR as a reference rate after December 31, 2021, subject to certain
limited exceptions.

Accordingly, parties who have entered into or may enter into transactions that
use IBORS as benchmarks are exposed to the risk that the reforms and/or
transition processes may:

i. result in the discontinuation of one or more IBORs (including any synthetic
LIBORs);

ii. result in one or more IBORs performing differently than in the past
(including as a consequence of transition to a “synthetic” methodology);

iii. require a need to determine or agree a successor or alternative reference
rate (including as a consequence of the unavailability of U.S. Dollar LIBOR for
new contracts entered into after December 31, 2021);

iv. require adjustments to the identified fallback alternative reference rate,
which may include incorporation of a term structure methodology, the addition of
a credit spread component, and any other applicable modifications;

v. require legacy financial products, trading agreement(s), contracts and
confirmations to be updated;

vi. result in a mismatch between the rate referenced in one instrument such as a
bond or loan and that referenced in another instrument such as a derivative,
including where the derivative is intended to operate as a hedge;

vii. result in operational or technological difficulties, including in updating,
amending and performing under agreements and in determining IBOR rates and
alternative reference rates; and/or

viii. have other adverse effects or unforeseen consequences.

Even with spreads or other adjustments, alternative reference rates may be only
an estimate or be an approximation of the relevant IBOR, may not be subject to
continued verification against the relevant IBOR if it is suspended,
discontinued or unavailable, may not achieve broad acceptance and/or be
discontinued, and may not result in a rate that is the economic equivalent of
the specific IBORs used in a transaction.

Any of the reforms and related transition actions, and/or any delay or
uncertainty regarding them, or any failure of an alternative reference rate to
be developed or gain market acceptance, could adversely affect IBOR-based
obligations and investments and their economics, including the price, value or
liquidity of IBOR-based obligations and investments, their usefulness for the
intended purpose, the timing or amount of payments or deliveries and, if
applicable, the likelihood that an investor will be able to exercise any option
rights tied to IBOR levels.

Please note that, while the matters discussed in this Disclosure are focused on
IBORS, they may be of equal relevance or applicability to reform efforts that
may be undertaken in the future with respect to other interest rate benchmarks.

You should consult your own independent professional advisers and/or conduct
your own independent investigation and analysis on the potential risks imposed
by the reforms and the potential impact on your transactions.

Please note that this Disclosure must not be construed as legal, financial, tax,
accounting or other advice. This Disclosure is not, and is not intended to be, a
“research report”, “investment research” or “independent research” as may be
defined in applicable laws and regulations worldwide. 



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