| UNDER THE SECURITIES ACT OF 1933 |
☒ |
| Pre-Effective Amendment No. |
☐ |
| Post-Effective Amendment No. 519 |
☒ |
| UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
| Amendment No. 521 |
☒ |
| Henry Pickell, Esq. JPMorgan Chase & Co. 1111 Polaris Parkway Columbus, OH 43240 |
Allison M. Fumai, Esq. Dechert LLP 1095 Avenue of the Americas New York, NY 10036 |
Stephen T. Cohen, Esq. Dechert LLP 1900 K Street NW Washington, DC 20006 |
| ☐ |
immediately upon filing pursuant to paragraph (b) |
| ☒ |
on June 12, 2026 pursuant to paragraph (b) |
| ☐ |
60 days after filing pursuant to paragraph (a)(1) |
| ☐ |
on (date) pursuant to paragraph (a)(1) |
| ☐ |
75 days after filing pursuant to paragraph (a)(2) |
| ☐ |
on (date) pursuant to paragraph (a)(2) |
| ☐ |
The post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
| JPMorgan California Tax Free Bond ETF |
Ticker: JCAL |
Listing Exchange: NYSE Arca, Inc. |
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| Management Fees |
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| Other Expenses1 |
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| Acquired Fund Fees and Expenses |
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| Total Annual Fund Operating Expenses |
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| Fee Waivers and/or Expense Reimbursements2 |
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| Total Annual Fund Operating Expenses after Fee Waiv- ers and/or Expense Reimbursements2 |
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1 Year |
3 Years |
5 Years |
10 Years |
| SHARES ($) |
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Past 1 Year |
Past 5 Years |
Past 10 Years |
| SHARES |
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| Return Before Taxes |
% |
% |
% |
| Return After Taxes on Distributions |
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| Return After Taxes on Distributions and Sale of Fund Shares |
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| BLOOMBERG US MUNICIPAL INDEX (Reflects No Deduction for Fees, Expenses, or Taxes) |
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| BLOOMBERG CALIFORNIA MUNICIPAL BOND INDEX1 (Reflects No Deduction for Fees, Expenses, or Taxes) |
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| BLOOMBERG LB CALIFORNIA 1-17 YEAR MUNI INDEX (Reflects No Deduction for Fees, Expenses, or Taxes) |
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| Portfolio Manager |
Managed the Fund Since |
Primary Title with Investment Adviser |
| Michelle Hallam |
2026 |
Managing Director |
| Josh Brunner |
2026 |
Executive Director |
| Rachel Betton |
2026 |
Managing Director |
| FUNDAMENTAL INVESTMENT OBJECTIVE |
| An investment objective is fundamental if it cannot be changed without the consent of a majority of the outstanding Shares of the Fund. The Fund’s investment objective is fundamental. |
| |
California Tax Free Bond ETF |
| Alternative Minimum Tax Risk |
• |
| Auction Rate Securities Risk |
○ |
| Authorized Participant Concentration Risk |
• |
| California Geographic Concentration Risk |
• |
| Cash Transactions Risk |
• |
| |
California Tax Free Bond ETF |
| CPI-U Strategy Risk |
○ |
| Credit Risk |
• |
| Cyber Security Risk |
○ |
| Debt Securities and Other Callable Securities Risk |
• |
| Derivatives Risk |
○ |
| Exchange-Traded Fund (ETF) and/or Other Investment Company Risk |
○ |
| Floating and Variable Rate Securities Risk |
○ |
| General Market Risk |
• |
| Government Securities Risk |
• |
| High Yield Securities Risk |
• |
| Industry and Sector Focus Risk |
• |
| Interest Rate Risk |
• |
| Inverse Floating Rate Instrument Risk |
○ |
| Market Trading Risk |
• |
| Mortgage-Related and Other Asset-Backed Securities Risk |
• |
| Municipal Obligations and Securities Risk |
• |
| Regulatory and Legal Risk |
○ |
| Restricted Securities Risk |
○ |
| Risk Associated with the Fund Holding Cash, Money Market Instruments and Other Short-Term Investments |
• |
| Securities Lending Risk |
○ |
| Structured Product Risk |
○ |
| Taxability Risk |
• |
| Transactions and Liquidity Risk |
○ |
| Volcker Rule Risk |
○ |
| Zero-Coupon, Pay-In-Kind and Deferred Payment Securities Risk |
• |
| WHAT IS A DERIVATIVE? |
| Derivatives are securities or contracts (for example, futures and options) that derive their value from the performance of underlying assets or securities. |
| WHAT IS A CASH EQUIVALENT? |
| Cash equivalents are highly liquid, high-quality instruments with maturities of three months or less on the date they are purchased. They include securities issued by the U.S. government, its agencies and instrumentalities, repurchase agreements, certificates of deposit, bankers’ acceptances, commercial paper, money market mutual funds and bank deposit accounts. |
| INSTRUMENT |
RISK TYPE |
| Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, and credit card receivables or other securities backed by other types of receivables or other assets. |
Credit Interest Rate Liquidity Market Political Prepayment Valuation |
| Auction Rate Securities: Auction rate municipal securities and auction rate preferred securities issued by closed-end investment companies. |
Credit Interest Rate Liquidity Market |
| Bank Obligations: Bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit are negotiable certificates issued by a bank for a specified period of time and earning a specified return. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. |
Credit Currency Interest Rate Liquidity Market Political |
| Borrowings: The Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of the Fund’s assets and may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so. The Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative purposes. |
Credit Interest Rate Market |
| Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to sell a security at a specified price at a future date. A put option gives the buyer the right to sell, and obligates the seller of the option to buy a security at a specified price at a future date. |
Credit Leverage Liquidity Management Market |
| Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months. |
Credit Currency Interest Rate Liquidity Market Political Valuation |
| Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers, including obligations of industrial, utility, banking and other corporate issuers. |
Credit Currency Interest Rate Liquidity Market Political Prepayment Valuation |
| INSTRUMENT |
RISK TYPE |
| Credit Default Swaps (CDSs): A swap agreement between two parties pursuant to which one party pays the other a fixed periodic coupon for the specified life of the agreement. The other party makes no payment unless a credit event, relating to a predetermined reference asset, occurs. If such an event occurs, the party will then make a payment to the first party, and the swap will terminate. |
Credit Currency Interest Rate Leverage Liquidity Management Market Political Valuation |
| Custodial Receipts: The Fund may acquire securities in the form of custodial receipts that evidence ownership of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds in connection with programs sponsored by banks and brokerage firms. These are not considered to be U.S. government securities. These notes and bonds are held in custody by a bank on behalf of the owners of the receipts. |
Credit Liquidity Market |
| Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by the Fund. |
Liquidity Management Market |
| Exchange-Traded Funds (ETFs): Ownership interest in unit investment trusts, depositary receipts, and other pooled investment vehicles that hold a portfolio of securities or stocks designed to track the price performance and dividend yield of a particular broad-based, sector or international index. ETFs include a wide range of investments. |
Investment Company Market |
| High Yield/High Risk Securities/Junk Bonds: Securities that are generally rated below investment grade by the primary rating agencies or are unrated but deemed by the Fund’s adviser to be of comparable quality. |
Credit Currency High Yield Securities Interest Rate Liquidity Market Political Portfolio Quality Valuation |
| Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility. |
Credit Interest Rate Market |
| Inverse Floating Rate Instruments: Leveraged variable debt instruments with interest rates that reset in the opposite direction from the market rate of interest to which the inverse floater is indexed. |
Credit Leverage Market |
| Investment Company Securities: Shares of other investment companies, including money market funds for which the adviser and/or its affiliates serve as investment adviser or administrator. The adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law or by contract. |
Investment Company Market |
| Loan Assignments and Participations: Assignments of, or participations in all or a portion of loans to corporations or to governments, including governments in less developed countries. |
Credit Currency Extension Foreign Investment Interest Rate Liquidity Market Political Prepayment |
| INSTRUMENT |
RISK TYPE |
| Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans such as collateralized mortgage obligations (CMOs), commercial mortgage-backed securities (CMBSs) and other asset-backed structures. |
Credit Currency Extension Interest Rate Leverage Liquidity Market Political Prepayment Tax Valuation |
| Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include, among others, private activity bonds and industrial development bonds, as well as general obligation notes, tax anticipation notes, bond anticipation notes, revenue anticipation notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds. |
Credit Interest Rate Market Natural Event Political Prepayment Tax Valuation |
| New Financial Products: New options and futures contracts and other financial products continue to be developed and the Fund may invest in such options, contracts and products. |
Credit Liquidity Management Market |
| Options and Futures Transactions: The Fund may purchase and sell (a) exchange traded and over-the-counter put and call options on securities, indexes of securities and futures contracts on securities and indexes of securities, and (b) futures contracts on securities and indexes of securities. |
Credit Leverage Liquidity Management Market |
| Private Placements, Restricted Securities and Other Unregistered Securities: Securities not registered under the Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities. |
Liquidity Market Valuation |
| Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan. |
Credit Liquidity Market |
| Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs). |
Credit Liquidity Market |
| Stripped Mortgage-Backed Securities: Derivative multi-class mortgage securities which are usually structured with two classes of shares that receive different proportions of the interest and principal from a pool of mortgage assets. These include Interest Only (IO) and Principal Only (PO) securities issued outside a Real Estate Mortgage Investment Conduit (REMIC) or CMO structure. |
Credit Liquidity Market Political Prepayment Valuation |
| Structured Investments: A security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over- the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security. |
Credit Foreign Investment Liquidity Management Market Valuation |
| INSTRUMENT |
RISK TYPE |
| Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors entitle a purchaser to a principal amount from the seller of the cap or floor to the extent that a specified index exceeds or falls below a predetermined interest rate or amount. The Fund may enter into these transactions to manage its exposure to changing interest rates and other factors. |
Credit Currency Interest Rate Leverage Liquidity Management Market Political Valuation |
| Synthetic Variable Rate Instruments: Instruments that generally involve the deposit of a long- term tax exempt bond in a custody or trust arrangement and the creation of a mechanism to adjust the long-term interest rate on the bond to a variable short-term rate and a right (subject to certain conditions) on the part of the purchaser to tender it periodically to a third party at par. |
Credit Liquidity Market |
| Temporary Defensive Positions: To respond to unusual circumstances the Fund may invest in cash and cash equivalents for temporary defensive purposes. |
Credit Interest Rate Liquidity Market |
| Treasury Receipts: The Fund may purchase interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds into a special account at a custodian bank. Receipts include Treasury Receipts (TRs), Treasury Investment Growth Receipts (TIGRs) and Certificates of Accrual on Treasury Securities (CATS). |
Market |
| U.S. Government Agency Securities: Securities issued or guaranteed by agencies and instrumentalities of the U.S. government. These include all types of securities issued by the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), including funding notes, subordinated benchmark notes, CMOs and Real Estate Mortgage Investment Conduits (REMICs). |
Credit Government Securities Interest Rate Market |
| U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities (STRIPS) and Coupons Under Book Entry Safekeeping (CUBES). |
Interest Rate Market |
| Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other frequency and which may be payable to the Fund on demand or at the expiration of a specified term. |
Credit Liquidity Market Valuation |
| When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date. |
Credit Leverage Liquidity Market Valuation |
| Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero-coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are zero-coupon debt securities which convert on a specified date to interest bearing debt securities. |
Credit Currency Interest Rate Liquidity Market Political Valuation Zero-Coupon Bond |
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Per share operating performance | |||||
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Investment operations |
Distributions |
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Net asset value, beginning of period |
Net investment income (loss)(a) |
Net realized and unrealized gains (losses) on investments |
Total from investment operations |
Net investment income |
Net asset value, end of period |
| JPMorgan California Tax Free Bond Fund |
|
|
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|
|
|
| Class R6 |
|
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|
|
| Year Ended February 28, 2026 |
$10.02 |
$0.34 |
$0.11 |
$0.45 |
$(0.33) |
$10.14 |
| Year Ended February 28, 2025 |
10.09 |
0.31 |
(0.07) |
0.24 |
(0.31) |
10.02 |
| Year Ended February 29, 2024 |
9.90 |
0.27 |
0.19 |
0.46 |
(0.27) |
10.09 |
| Year Ended February 28, 2023 |
10.43 |
0.22 |
(0.53) |
(0.31) |
(0.22) |
9.90 |
| Year Ended February 28, 2022 |
10.80 |
0.18 |
(0.37) |
(0.19) |
(0.18) |
10.43 |
| Ratios/Supplemental data | |||||
| |
|
Ratios to average net assets |
| ||
| Total return (excludes sales charge) (b) |
Net assets, end of period (000’s) |
Net expenses(c) |
Net investment income (loss) |
Expenses without waivers and reimbursements |
Portfolio turnover rate |
| |
|
|
|
|
|
| |
|
|
|
|
|
| 4.68% |
$176,135 |
0.34% |
3.39% |
0.44% |
41% |
| 2.48 |
163,907 |
0.34 |
3.13 |
0.45 |
61 |
| 4.77 |
124,019 |
0.35 |
2.74 |
0.47 |
36 |
| (2.92) |
111,313 |
0.38 |
2.19 |
0.45 |
25 |
| (1.80) |
144,407 |
0.40 |
1.63 |
0.43 |
11 |
| JPMorgan New York Tax Free Bond ETF |
Ticker: JTNY |
Listing Exchange: NYSE Arca, Inc. |
| | |
| Management Fees |
|
| Other Expenses1 |
|
| Acquired Fund Fees and Expenses |
|
| Total Annual Fund Operating Expenses |
|
| Fee Waivers and/or Expense Reimbursements2 |
- |
| Total Annual Fund Operating Expenses after Fee Waiv- ers and/or Expense Reimbursements2 |
|
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1 Year |
3 Years |
5 Years |
10 Years |
| SHARES ($) |
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Past 1 Year |
Past 5 Years |
Past 10 Years |
| SHARES |
|
|
|
| Return Before Taxes |
% |
% |
% |
| Return After Taxes on Distributions |
|
|
|
| Return After Taxes on Distributions and Sale of Fund Shares |
|
|
|
| BLOOMBERG US MUNICIPAL INDEX (Reflects No Deduction for Fees, Expenses, or Taxes) |
|
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| BLOOMBERG NEW YORK MUNICIPAL BOND INDEX (Reflects No Deduction for Fees, Expenses, or Taxes) |
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| BLOOMBERG NEW YORK INTERMEDI- ATE (1-17 YEAR) MATURITIES INDEX (Reflects No Deduction for Fees, Expenses, or Taxes) |
|
|
|
| Portfolio Manager |
Managed the Fund Since |
Primary Title with Investment Adviser |
| Rachel Betton |
2026 |
Managing Director |
| Josh Brunner |
2026 |
Executive Director |
| Michelle Hallam |
2026 |
Managing Director |
| FUNDAMENTAL INVESTMENT OBJECTIVE |
| An investment objective is fundamental if it cannot be changed without the consent of a majority of the outstanding Shares of the Fund. The Fund’s investment objective is fundamental. |
| |
New York Tax Free Bond ETF |
| Alternative Minimum Tax Risk |
• |
| |
New York Tax Free Bond ETF |
| Auction Rate Securities Risk |
○ |
| Authorized Participant Concentration Risk |
• |
| Cash Transactions Risk |
• |
| CPI-U Strategy Risk |
○ |
| Credit Risk |
• |
| Cyber Security Risk |
○ |
| Debt Securities and Other Callable Securities Risk |
• |
| Derivatives Risk |
○ |
| Exchange-Traded Fund (ETF) and/or Other Investment Company Risk |
○ |
| Floating and Variable Rate Securities Risk |
○ |
| General Market Risk |
• |
| Government Securities Risk |
• |
| High Yield Securities Risk |
• |
| Industry and Sector Focus Risk |
• |
| Interest Rate Risk |
• |
| Inverse Floating Rate Instrument Risk |
○ |
| Market Trading Risk |
• |
| Mortgage-Related and Other Asset-Backed Securities Risk |
• |
| Municipal Obligations and Securities Risk |
• |
| New York Geographic Concentration Risk |
• |
| Regulatory and Legal Risk |
○ |
| Restricted Securities Risk |
○ |
| Risk Associated with the Fund Holding Cash, Money Market Instruments and Other Short-Term Investments |
• |
| Securities Lending Risk |
○ |
| Structured Product Risk |
○ |
| Taxability Risk |
• |
| Transactions and Liquidity Risk |
○ |
| Volcker Rule Risk |
○ |
| Zero-Coupon, Pay-In-Kind and Deferred Payment Securities Risk |
• |
| WHAT IS A DERIVATIVE? |
| Derivatives are securities or contracts (for example, futures and options) that derive their value from the performance of underlying assets or securities. |
| WHAT IS A CASH EQUIVALENT? |
| Cash equivalents are highly liquid, high-quality instruments with maturities of three months or less on the date they are purchased. They include securities issued by the U.S. government, its agencies and instrumentalities, repurchase agreements, certificates of deposit, bankers’ acceptances, commercial paper, money market mutual funds and bank deposit accounts. |
| INSTRUMENT |
RISK TYPE |
| Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, and credit card receivables or other securities backed by other types of receivables or other assets. |
Credit Interest Rate Liquidity Market Political Prepayment Valuation |
| Auction Rate Securities: Auction rate municipal securities and auction rate preferred securities issued by closed-end investment companies. |
Credit Interest Rate Liquidity Market |
| Bank Obligations: Bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit are negotiable certificates issued by a bank for a specified period of time and earning a specified return. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. |
Credit Currency Interest Rate Liquidity Market Political |
| Borrowings: The Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of the Fund’s assets and may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so. The Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative purposes. |
Credit Interest Rate Market |
| Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to sell a security at a specified price at a future date. A put option gives the buyer the right to sell, and obligates the seller of the option to buy a security at a specified price at a future date. |
Credit Leverage Liquidity Management Market |
| Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months. |
Credit Currency Interest Rate Liquidity Market Political Valuation |
| Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers, including obligations of industrial, utility, banking and other corporate issuers. |
Credit Currency Interest Rate Liquidity Market Political Prepayment Valuation |
| INSTRUMENT |
RISK TYPE |
| Credit Default Swaps (CDSs): A swap agreement between two parties pursuant to which one party pays the other a fixed periodic coupon for the specified life of the agreement. The other party makes no payment unless a credit event, relating to a predetermined reference asset, occurs. If such an event occurs, the party will then make a payment to the first party, and the swap will terminate. |
Credit Currency Interest Rate Leverage Liquidity Management Market Political Valuation |
| Custodial Receipts: The Fund may acquire securities in the form of custodial receipts that evidence ownership of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds in connection with programs sponsored by banks and brokerage firms. These are not considered to be U.S. government securities. These notes and bonds are held in custody by a bank on behalf of the owners of the receipts. |
Credit Liquidity Market |
| Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by the Fund. |
Liquidity Management Market |
| Exchange-Traded Funds (ETFs): Ownership interest in unit investment trusts, depositary receipts, and other pooled investment vehicles that hold a portfolio of securities or stocks designed to track the price performance and dividend yield of a particular broad-based, sector or international index. ETFs include a wide range of investments. |
Investment Company Market |
| High Yield/High Risk Securities/Junk Bonds: Securities that are generally rated below investment grade by the primary rating agencies or are unrated but deemed by the Fund’s adviser to be of comparable quality. |
Credit Currency High Yield Securities Interest Rate Liquidity Market Political Portfolio Quality Valuation |
| Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility. |
Credit Interest Rate Market |
| Inverse Floating Rate Instruments: Leveraged variable debt instruments with interest rates that reset in the opposite direction from the market rate of interest to which the inverse floater is indexed. |
Credit Leverage Market |
| Investment Company Securities: Shares of other investment companies, including money market funds for which the adviser and/or its affiliates serve as investment adviser or administrator. The adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law or by contract. |
Investment Company Market |
| Loan Assignments and Participations: Assignments of, or participations in all or a portion of loans to corporations or to governments, including governments in less developed countries. |
Credit Currency Extension Foreign Investment Interest Rate Liquidity Market Political Prepayment |
| INSTRUMENT |
RISK TYPE |
| Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans such as collateralized mortgage obligations (CMOs), commercial mortgage-backed securities (CMBSs) and other asset-backed structures. |
Credit Currency Extension Interest Rate Leverage Liquidity Market Political Prepayment Tax Valuation |
| Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include, among others, private activity bonds and industrial development bonds, as well as general obligation notes, tax anticipation notes, bond anticipation notes, revenue anticipation notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds. |
Credit Interest Rate Market Natural Event Political Prepayment Tax Valuation |
| New Financial Products: New options and futures contracts and other financial products continue to be developed and the Fund may invest in such options, contracts and products. |
Credit Liquidity Management Market |
| Options and Futures Transactions: The Fund may purchase and sell (a) exchange traded and over-the-counter put and call options on securities, indexes of securities and futures contracts on securities and indexes of securities, and (b) futures contracts on securities and indexes of securities. |
Credit Leverage Liquidity Management Market |
| Private Placements, Restricted Securities and Other Unregistered Securities: Securities not registered under the Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities. |
Liquidity Market Valuation |
| Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan. |
Credit Liquidity Market |
| Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts (GICs) and Bank Investment Contracts (BICs). |
Credit Liquidity Market |
| Stripped Mortgage-Backed Securities: Derivative multi-class mortgage securities which are usually structured with two classes of shares that receive different proportions of the interest and principal from a pool of mortgage assets. These include Interest Only (IO) and Principal Only (PO) securities issued outside a Real Estate Mortgage Investment Conduit (REMIC) or CMO structure. |
Credit Liquidity Market Political Prepayment Valuation |
| Structured Investments: A security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over- the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security. |
Credit Foreign Investment Liquidity Management Market Valuation |
| INSTRUMENT |
RISK TYPE |
| Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors entitle a purchaser to a principal amount from the seller of the cap or floor to the extent that a specified index exceeds or falls below a predetermined interest rate or amount. The Fund may enter into these transactions to manage its exposure to changing interest rates and other factors. |
Credit Currency Interest Rate Leverage Liquidity Management Market Political Valuation |
| Synthetic Variable Rate Instruments: Instruments that generally involve the deposit of a long- term tax exempt bond in a custody or trust arrangement and the creation of a mechanism to adjust the long-term interest rate on the bond to a variable short-term rate and a right (subject to certain conditions) on the part of the purchaser to tender it periodically to a third party at par. |
Credit Liquidity Market |
| Temporary Defensive Positions: To respond to unusual circumstances the Fund may invest in cash and cash equivalents for temporary defensive purposes. |
Credit Interest Rate Liquidity Market |
| Treasury Receipts: The Fund may purchase interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds into a special account at a custodian bank. Receipts include Treasury Receipts (TRs), Treasury Investment Growth Receipts (TIGRs) and Certificates of Accrual on Treasury Securities (CATS). |
Market |
| U.S. Government Agency Securities: Securities issued or guaranteed by agencies and instrumentalities of the U.S. government. These include all types of securities issued by the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), including funding notes, subordinated benchmark notes, CMOs and Real Estate Mortgage Investment Conduits (REMICs). |
Credit Government Securities Interest Rate Market |
| U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities (STRIPS) and Coupons Under Book Entry Safekeeping (CUBES). |
Interest Rate Market |
| Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other frequency and which may be payable to the Fund on demand or at the expiration of a specified term. |
Credit Liquidity Market Valuation |
| When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date. |
Credit Leverage Liquidity Market Valuation |
| Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero-coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are zero-coupon debt securities which convert on a specified date to interest bearing debt securities. |
Credit Currency Interest Rate Liquidity Market Political Valuation Zero-Coupon Bond |
| |
Per share operating performance | |||||
| |
|
Investment operations |
Distributions |
| ||
| |
Net asset value, beginning of period |
Net investment income (loss)(a) |
Net realized and unrealized gains (losses) on investments |
Total from investment operations |
Net investment income |
Net asset value, end of period |
| JPMorgan New York Tax Free Bond Fund |
|
|
|
|
|
|
| Class R6 |
|
|
|
|
|
|
| Year Ended February 28, 2026 |
$6.46 |
$0.23 |
$0.03 |
$0.26 |
$(0.23) |
$6.49 |
| Year Ended February 28, 2025 |
6.50 |
0.22 |
(0.04) |
0.18 |
(0.22) |
6.46 |
| Year Ended February 29, 2024 |
6.40 |
0.18 |
0.10 |
0.28 |
(0.18) |
6.50 |
| Year Ended February 28, 2023 |
6.74 |
0.16 |
(0.35) |
(0.19) |
(0.15) |
6.40 |
| Year Ended February 28, 2022 |
6.96 |
0.14 |
(0.22) |
(0.08) |
(0.14) |
6.74 |
| Ratios/Supplemental data | |||||
| |
|
Ratios to average net assets |
| ||
| Total return (excludes sales charge) (b) |
Net assets, end of period (000’s) |
Net expenses(c) |
Net investment income (loss) |
Expenses without waivers and reimbursements |
Portfolio turnover rate |
| |
|
|
|
|
|
| |
|
|
|
|
|
| 4.10% |
$162,549 |
0.35% |
3.59% |
0.44% |
52% |
| 2.79 |
127,867 |
0.34 |
3.38 |
0.44 |
51 |
| 4.52 |
126,899 |
0.35 |
2.88 |
0.45 |
37 |
| (2.73) |
129,008 |
0.38 |
2.41 |
0.44 |
30 |
| (1.20) |
127,964 |
0.40 |
1.95 |
0.43 |
10 |
| Fund Name |
Ticker |
Listing Exchange |
| JPMorgan California Tax Free Bond ETF (the “California Tax Free Bond ETF” or the “Fund”) |
JCAL |
NYSE Arca, Inc. |
| 1 | |
| 1 | |
| 1 | |
| 1 | |
| 2 | |
| 3 | |
| 3 | |
| 6 | |
| 14 | |
| 14 | |
| 14 | |
| 15 | |
| 15 | |
| 15 | |
| 16 | |
| 17 | |
| 17 | |
| 18 | |
| 18 | |
| 18 | |
| 18 | |
| 18 | |
| 19 | |
| 19 | |
| 19 | |
| 19 | |
| 19 | |
| 20 | |
| 20 | |
| 20 | |
| 20 | |
| 20 | |
| 20 | |
| 20 | |
| 21 | |
| 21 | |
| 21 | |
| 21 |
| Instrument |
Part II Section Reference |
| Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, and credit card receivables or other securities backed by other types of receivables or other assets. |
Asset-Backed Securities |
| Auction Rate Securities: Auction rate municipal securities and auction rate preferred securities issued by closed-end investment companies. |
Auction Rate Securities |
| Bank Obligations: Bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit are negotiable certificates issued by a bank for a specified period of time and earning a specified return. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. |
Bank Obligations |
| Borrowings: The Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of the Fund’s assets and may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so. The Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative purposes. |
Miscellaneous Investment Strategies and Risks |
| Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to sell a security at a specified price at a future date. A put option gives the buyer the right to sell, and obligates the seller of the option to buy a security at a specified price at a future date. |
Options and Futures Transactions |
| Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months. |
Commercial Paper |
| Instrument |
Part II Section Reference |
| Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers, including obligations of industrial, utility, banking and other corporate issuers. |
Debt Instruments |
| Credit Default Swap (“CDS”): A swap agreement between two parties pursuant to which one party pays the other a fixed periodic coupon for the specified life of the agreement. The other party makes no payment unless a credit event, relating to a predetermined reference asset, occurs. If such an event occurs, the party will then make a payment to the first party, and the swap will terminate. |
Swaps and Related Swap Products |
| Custodial Receipts: The Fund may acquire securities in the form of custodial receipts that evidence ownership of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds in connection with programs sponsored by banks and brokerage firms. These are not considered to be U.S. government securities. These notes and bonds are held in custody by a bank on behalf of the owners of the receipts. |
Custodial Receipts |
| Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by the Fund. |
Demand Features |
| Exchange-Traded Funds (“ETFs”): Ownership interest in unit investment trusts, depositary receipts, and other pooled investment vehicles that hold a portfolio of securities or stocks designed to track the price performance and dividend yield of a particular broad based, sector or international index. ETFs include a wide range of investments. |
Investment Company Securities and Exchange Traded Funds |
| High Yield/High Risk Securities/Junk Bonds: Securities that are generally rated below investment grade by the primary rating agencies or are unrated but deemed by the Fund’s adviser to be of comparable quality. |
Debt Instruments |
| Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility. |
Miscellaneous Investment Strategies and Risks |
| Inverse Floating Rate Instruments: Leveraged variable debt instruments with interest rates that reset in the opposite direction from the market rate of interest to which the inverse floater is indexed. |
Inverse Floating and Interest Rate Caps |
| Investment Company Securities: Shares of other investment companies, including money market funds for which the adviser and/or its affiliates serve as investment adviser or administrator. The adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law or by contract. |
Investment Company Securities and Exchange Traded Funds |
| Loan Assignments and Participations: Assignments of, or participations in, all or a portion of loans to corporations or to governments, including governments in less developed countries. |
Loans |
| Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans such as collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities (“CMBSs”) and other asset-backed structures. |
Mortgage-Related Securities |
| Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include, among others, private activity bonds and industrial development bonds, as well as general obligation notes, tax anticipation notes, bond anticipation notes, revenue anticipation notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds. |
Municipal Securities |
| New Financial Products: New options and futures contracts and other financial products continue to be developed and the Fund may invest in such options, contracts and products. |
Miscellaneous Investment Strategies and Risks |
| Instrument |
Part II Section Reference |
| Options and Futures Transactions: The Fund may purchase and sell (a) exchange traded and over the counter put and call options on securities, indexes of securities and futures contracts on securities and indexes of securities, and (b) futures contracts on securities and indexes of securities. |
Options and Futures Transactions |
| Private Placements, Restricted Securities and Other Unregistered Securities: Securities not registered under the Securities Act of 1933 such as privately placed commercial paper and Rule 144A securities. |
Miscellaneous Investment Strategies and Risks |
| Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan. |
Repurchase Agreements |
| Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts (“GICs”) and Bank Investment Contracts (“BICs”). |
Short-Term Funding Agreements |
| Stripped Mortgage-Backed Securities: Derivative multi-class mortgage securities which are usually structured with two classes of shares that receive different proportions of the interest and principal from a pool of mortgage assets. These include Interest Only (“IO”) and Principal Only (“PO”) securities issued outside a Real Estate Mortgage Investment Conduit (“REMIC”) or CMO structure. |
Mortgage-Related Securities |
| Structured Investments: A security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security. |
Structured Investments |
| Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors entitle a purchaser to a principal amount from the seller of the cap or floor to the extent that a specified index exceeds or falls below a predetermined interest rate or amount. The Fund may enter into these transactions to manage its exposure to changing interest rates and other factors. |
Swaps and Related Swap Products |
| Synthetic Variable Rate Instruments: Instruments that generally involve the deposit of a long-term tax exempt bond in a custody or trust arrangement and the creation of a mechanism to adjust the long-term interest rate on the bond to a variable short-term rate and a right (subject to certain conditions) on the part of the purchaser to tender it periodically to a third party at par. |
Swaps and Related Swap Products |
| Temporary Defensive Positions: To respond to unusual circumstances the Fund may invest in cash and cash equivalents for temporary defensive purposes. |
Miscellaneous Investment Strategies and Risks |
| Treasury Receipts: The Fund may purchase interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds into a special account at a custodian bank. Receipts include Treasury Receipts (“TRs”), Treasury Investment Growth Receipts (“TIGRs”), and Certificates of Accrual on Treasury Securities (“CATS”). |
Treasury Receipts |
| U.S. Government Agency Securities: Securities issued by agencies and instrumentalities of the U.S. government. These include all types of securities issued or guaranteed by the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), including funding notes, subordinated benchmark notes, CMOs and REMICs. |
Mortgage-Related Securities |
| Instrument |
Part II Section Reference |
| U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) and Coupons Under Book Entry Safekeeping (“CUBES”). |
U.S. Government Obligations |
| Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other frequency and which may be payable to the Fund on demand or at the expiration of a specified term. |
Debt Instruments |
| When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date. |
When-Issued Securities, Delayed Delivery Securities and Forward Commitments |
| Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero-coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are zero-coupon debt securities which convert on a specified date to interest bearing debt securities. |
Debt Instruments |
| |
Fiscal Year Ended February 28, | |
| Fund |
2025 |
2026 |
| California Tax Free Bond Fund |
61% |
41% |
| Committee |
Fiscal Year Ended February 28, 2026 |
| Audit and Valuation Committee |
4 |
| Compliance Committee |
5 |
| Governance Committee |
7 |
| Equity Committee |
5 |
| ETF Committee |
4 |
| Fixed Income Committee |
5 |
| Money Market and Alternative Products Committee |
5 |
| Name of Trustee |
Dollar Range of Equity Securities in California Tax Free Bond ETF |
Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by the Trustee in Family of Investment Companies1, 2 | ||
| Independent Trustees |
|
| ||
| Stephen P. Fisher |
None |
Over $100,000 | ||
| Gary L. French |
None |
Over $100,000 | ||
| Kathleen M. Gallagher |
None |
Over $100,000 | ||
| Robert J. Grassi |
None |
Over $100,000 | ||
| Frankie D. Hughes |
None |
Over $100,000 | ||
| Raymond Kanner |
None |
Over $100,000 | ||
| Thomas P. Lemke |
None |
Over $100,000 | ||
| Brenda Lyons3 |
None |
None | ||
| Mary E. Martinez |
None |
Over $100,000 | ||
| Marilyn McCoy |
None |
Over $100,000 | ||
| Shaun Real4 |
None |
Over $100,000 | ||
| Emily A. Youssouf |
None |
Over $100,000 | ||
| Interested Trustees |
|
| ||
| Robert Deutsch |
None |
Over $100,000 | ||
| Nina O. Shenker |
None |
Over $100,000 | ||
| Name of Trustee |
California Tax Free Bond Fund |
Total Compensation Paid From Fund Complex1 |
| Independent Trustees |
|
|
| John F. Finn2 |
$1,886 |
$700,000 |
| Stephen P. Fisher |
1,843 |
525,000 |
| Gary L. French |
1,827 |
460,0003 |
| Kathleen M. Gallagher |
1,843 |
525,0004 |
| Robert J. Grassi |
1,843 |
525,0005 |
| Frankie D. Hughes |
1,827 |
460,000 |
| Raymond Kanner |
1,843 |
525,0006 |
| Thomas P. Lemke |
1,843 |
525,000 |
| Lawrence R. Maffia2 |
1,827 |
460,000 |
| Mary E. Martinez |
1,862 |
600,000 |
| Brenda Lyons7 |
- |
- |
| Marilyn McCoy |
1,827 |
460,0008 |
| Shaun Real9 |
- |
- |
| Emily A. Youssouf |
1,827 |
460,0003 |
| Interested Trustees |
|
|
| Robert Deutsch |
1,843 |
525,00010 |
| Nina O. Shenker |
1,827 |
460,0008 |
| |
Fiscal Year Ended | |||||
| |
February 29, 2024 |
February 28, 2025 |
February 28, 2026 | |||
| Fund |
Paid |
Waived |
Paid |
Waived |
Paid |
Waived |
| California Tax Free Bond Fund |
$660 |
$(212) |
$764 |
$(231) |
$983 |
$(258) |
| |
Non-Performance Based Fee Advisory Accounts | |||||
| |
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||
| |
Number of Accounts |
Total Assets ($thousands) |
Number of Accounts |
Total Assets ($thousands) |
Number of Accounts |
Total Assets ($thousands) |
| California Tax Free Bond ETF |
|
|
|
|
|
|
| Michelle Hallam |
6 |
$10,138,130 |
0 |
$0 |
5 |
$740,798 |
| Josh Brunner |
5 |
10,513,012 |
0 |
0 |
8 |
2,217,962 |
| Rachel Betton |
7 |
10,207,074 |
0 |
0 |
0 |
0 |
| |
Performance Based Fee Advisory Accounts | |||||
| |
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||
| |
Number of Accounts |
Total Assets ($thousands) |
Number of Accounts |
Total Assets ($thousands) |
Number of Accounts |
Total Assets ($thousands) |
| California Tax Free Bond ETF |
|
|
|
|
|
|
| Michelle Hallam |
0 |
$0 |
0 |
$0 |
0 |
$0 |
| Josh Brunner |
0 |
0 |
0 |
0 |
0 |
0 |
| Rachel Betton |
0 |
0 |
0 |
0 |
0 |
0 |
| Name of Fund |
Benchmark |
| California Tax Free Bond ETF |
Bloomberg California Municipal Bond Index |
| |
Fiscal Year Ended | |||||
| |
February 29, 2024 |
February 28, 2025 |
February 28, 2026 | |||
| Fund |
Paid |
Waived |
Paid |
Waived |
Paid |
Waived |
| California Tax Free Bond Fund |
$84 |
$(134) |
$115 |
$(134) |
$166 |
$(144) |
| |
Fiscal Year Ended | ||
| Fund |
February 29, 2024 |
February 28, 2025 |
February 28, 2026 |
| California Tax Free Bond Fund |
$20 |
$20 |
$19 |
| |
Fiscal Year Ended | ||
| Fund |
February 29, 2024 |
February 28, 2025 |
February 28, 2026 |
| California Tax Free Bond Fund | |||
| Total Brokerage Commissions |
$— |
$12,812 |
$2,344 |
| Brokerage Commissions to Affiliated Broker/ Dealers |
— |
— |
— |
| |
Capital Loss Carryforward Character | |
| Fund |
Short-Term |
Long-Term |
| California Tax Free Bond Fund |
$5,622 |
$14,936 |
| Fund Name |
Ticker |
Listing Exchange |
| JPMorgan New York Tax Free Bond ETF (the “New York Tax Free Bond ETF” or the “Fund”) |
JTNY |
NYSE Arca, Inc. |
| 1 | |
| 1 | |
| 1 | |
| 1 | |
| 2 | |
| 3 | |
| 4 | |
| 6 | |
| 13 | |
| 13 | |
| 14 | |
| 14 | |
| 14 | |
| 14 | |
| 15 | |
| 16 | |
| 17 | |
| 17 | |
| 17 | |
| 17 | |
| 17 | |
| 18 | |
| 18 | |
| 18 | |
| 18 | |
| 19 | |
| 19 | |
| 19 | |
| 19 | |
| 19 | |
| 19 | |
| 19 | |
| 20 | |
| 20 | |
| 20 | |
| 20 | |
| 20 | |
| 20 |
| Instrument |
Part II Section Reference |
| Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, and credit card receivables or other securities backed by other types of receivables or other assets. |
Asset-Backed Securities |
| Auction Rate Securities: Auction rate municipal securities and auction rate preferred securities issued by closed-end investment companies. |
Auction Rate Securities |
| Bank Obligations: Bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit are negotiable certificates issued by a bank for a specified period of time and earning a specified return. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. |
Bank Obligations |
| Borrowings: The Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of the Fund’s assets and may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so. The Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative purposes. |
Miscellaneous Investment Strategies and Risks |
| Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to sell a security at a specified price at a future date. A put option gives the buyer the right to sell, and obligates the seller of the option to buy a security at a specified price at a future date. |
Options and Futures Transactions |
| Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months. |
Commercial Paper |
| Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers, including obligations of industrial, utility, banking and other corporate issuers. |
Debt Instruments |
| Credit Default Swap (“CDS”): A swap agreement between two parties pursuant to which one party pays the other a fixed periodic coupon for the specified life of the agreement. The other party makes no payment unless a credit event, relating to a predetermined reference asset, occurs. If such an event occurs, the party will then make a payment to the first party, and the swap will terminate. |
Swaps and Related Swap Products |
| Custodial Receipts: The Fund may acquire securities in the form of custodial receipts that evidence ownership of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds in connection with programs sponsored by banks and brokerage firms. These are not considered to be U.S. government securities. These notes and bonds are held in custody by a bank on behalf of the owners of the receipts. |
Custodial Receipts |
| Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by the Fund. |
Demand Features |
| Exchange-Traded Funds (“ETFs”): Ownership interest in unit investment trusts, depositary receipts, and other pooled investment vehicles that hold a portfolio of securities or stocks designed to track the price performance and dividend yield of a particular broad based, sector or international index. ETFs include a wide range of investments. |
Investment Company Securities and Exchange Traded Funds |
| High Yield/High Risk Securities/Junk Bonds: Securities that are generally rated below investment grade by the primary rating agencies or are unrated but deemed by the Fund’s adviser to be of comparable quality. |
Debt Instruments |
| Instrument |
Part II Section Reference |
| Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility. |
Miscellaneous Investment Strategies and Risks |
| Inverse Floating Rate Instruments: Leveraged variable debt instruments with interest rates that reset in the opposite direction from the market rate of interest to which the inverse floater is indexed. |
Inverse Floating and Interest Rate Caps |
| Investment Company Securities: Shares of other investment companies, including money market funds for which the adviser and/or its affiliates serve as investment adviser or administrator. The adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law or by contract. |
Investment Company Securities and Exchange Traded Funds |
| Loan Assignments and Participations: Assignments of, or participations in, all or a portion of loans to corporations or to governments, including governments in less developed countries. |
Loans |
| Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans such as collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities (“CMBSs”) and other asset-backed structures. |
Mortgage-Related Securities |
| Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include, among others, private activity bonds and industrial development bonds, as well as general obligation notes, tax anticipation notes, bond anticipation notes, revenue anticipation notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds. |
Municipal Securities |
| New Financial Products: New options and futures contracts and other financial products continue to be developed and the Fund may invest in such options, contracts and products. |
Miscellaneous Investment Strategies and Risks |
| Options and Futures Transactions: The Fund may purchase and sell (a) exchange traded and over the counter put and call options on securities, indexes of securities and futures contracts on securities and indexes of securities, and (b) futures contracts on securities and indexes of securities. |
Options and Futures Transactions |
| Private Placements, Restricted Securities and Other Unregistered Securities: Securities not registered under the Securities Act of 1933 such as privately placed commercial paper and Rule 144A securities. |
Miscellaneous Investment Strategies and Risks |
| Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan. |
Repurchase Agreements |
| Short Selling: The Fund sells a security it does not own in anticipation of a decline in the market value of the security. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is obligated to replace the security borrowed by purchasing it subsequently at the market price at the time of replacement. |
Short Selling |
| Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts (“GICs”) and Bank Investment Contracts (“BICs”). |
Short-Term Funding Agreements |
| Stripped Mortgage-Backed Securities: Derivative multi-class mortgage securities which are usually structured with two classes of shares that receive different proportions of the interest and principal from a pool of mortgage assets. These include Interest Only (“IO”) and Principal Only (“PO”) securities issued outside a Real Estate Mortgage Investment Conduit (“REMIC”) or CMO structure. |
Mortgage-Related Securities |
| Structured Investments: A security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security. |
Structured Investments |
| Instrument |
Part II Section Reference |
| Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors entitle a purchaser to a principal amount from the seller of the cap or floor to the extent that a specified index exceeds or falls below a predetermined interest rate or amount. The Fund may enter into these transactions to manage its exposure to changing interest rates and other factors. |
Swaps and Related Swap Products |
| Synthetic Variable Rate Instruments: Instruments that generally involve the deposit of a long-term tax exempt bond in a custody or trust arrangement and the creation of a mechanism to adjust the long-term interest rate on the bond to a variable short-term rate and a right (subject to certain conditions) on the part of the purchaser to tender it periodically to a third party at par. |
Swaps and Related Swap Products |
| Temporary Defensive Positions: To respond to unusual circumstances the Fund may invest in cash and cash equivalents for temporary defensive purposes. |
Miscellaneous Investment Strategies and Risks |
| Treasury Receipts: The Fund may purchase interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds into a special account at a custodian bank. Receipts include Treasury Receipts (“TRs”), Treasury Investment Growth Receipts (“TIGRs”), and Certificates of Accrual on Treasury Securities (“CATS”). |
Treasury Receipts |
| U.S. Government Agency Securities: Securities issued by agencies and instrumentalities of the U.S. government. These include all types of securities issued or guaranteed by the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), including funding notes, subordinated benchmark notes, CMOs and REMICs. |
Mortgage-Related Securities |
| U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) and Coupons Under Book Entry Safekeeping (“CUBES”). |
U.S. Government Obligations |
| Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other frequency and which may be payable to the Fund on demand or at the expiration of a specified term. |
Debt Instruments |
| When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date. |
When-Issued Securities, Delayed Delivery Securities and Forward Commitments |
| Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero-coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are zero-coupon debt securities which convert on a specified date to interest bearing debt securities. |
Debt Instruments |
| |
Fiscal Year Ended February 28, | |
| Fund |
2025 |
2026 |
| New York Tax Free Bond Fund |
51% |
52% |
| Committee |
Fiscal Year Ended February 28, 2026 |
| Audit and Valuation Committee |
4 |
| Compliance Committee |
5 |
| Governance Committee |
7 |
| Equity Committee |
5 |
| ETF Committee |
4 |
| Fixed Income Committee |
5 |
| Money Market and Alternative Products Committee |
5 |
| Name of Trustee |
Dollar Range of Equity Securities in New York Tax Free Bond ETF |
Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by the Trustee in Family of Investment Companies1, 2 | ||
| Independent Trustees |
|
| ||
| Stephen P. Fisher |
None |
Over $100,000 | ||
| Gary L. French |
None |
Over $100,000 | ||
| Kathleen M. Gallagher |
None |
Over $100,000 | ||
| Robert J. Grassi |
None |
Over $100,000 | ||
| Frankie D. Hughes |
None |
Over $100,000 | ||
| Raymond Kanner |
None |
Over $100,000 | ||
| Thomas P. Lemke |
None |
Over $100,000 | ||
| Brenda Lyons3 |
None |
None | ||
| Mary E. Martinez |
None |
Over $100,000 | ||
| Marilyn McCoy |
None |
Over $100,000 | ||
| Name of Trustee |
Dollar Range of Equity Securities in New York Tax Free Bond ETF |
Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by the Trustee in Family of Investment Companies1, 2 | ||
| Shaun Real4 |
None |
Over $100,000 | ||
| Emily A. Youssouf |
None |
Over $100,000 | ||
| Interested Trustees |
|
| ||
| Robert Deutsch |
None |
Over $100,000 | ||
| Nina O. Shenker |
None |
Over $100,000 | ||
| Name of Trustee |
New York Tax Free Bond Fund |
Total Compensation Paid From Fund Complex1 |
| Independent Trustees |
|
|
| John F. Finn2 |
$1,888 |
$700,000 |
| Stephen P. Fisher |
1,844 |
525,000 |
| Gary L. French |
1,828 |
460,0003 |
| Kathleen M. Gallagher |
1,844 |
525,0004 |
| Robert J. Grassi |
1,844 |
525,0005 |
| Frankie D. Hughes |
1,828 |
460,000 |
| Raymond Kanner |
1,844 |
525,0006 |
| Thomas P. Lemke |
1,844 |
525,000 |
| Lawrence R. Maffia2 |
1,828 |
460,000 |
| Mary E. Martinez |
1,863 |
600,000 |
| Brenda Lyons7 |
- |
- |
| Marilyn McCoy |
1,828 |
460,0008 |
| Shaun Real9 |
- |
- |
| Name of Trustee |
New York Tax Free Bond Fund |
Total Compensation Paid From Fund Complex1 |
| Emily A. Youssouf |
$1,828 |
$460,0003 |
| Interested Trustees |
|
|
| Robert Deutsch |
1,844 |
525,00010 |
| Nina O. Shenker |
1,828 |
460,0008 |
| |
Fiscal Year Ended | |||||
| |
February 29, 2024 |
February 28, 2025 |
February 28, 2026 | |||
| Fund |
Paid |
Waived |
Paid |
Waived |
Paid |
Waived |
| New York Tax Free Bond Fund |
$878 |
$(232) |
$890 |
$(232) |
$992 |
$(239) |
| |
Non-Performance Based Fee Advisory Accounts | |||||
| |
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||
| |
Number of Accounts |
Total Assets ($thousands) |
Number of Accounts |
Total Assets ($thousands) |
Number of Accounts |
Total Assets ($thousands) |
| New York Tax Free Bond ETF |
|
|
|
|
|
|
| Rachel Betton |
7 |
$10,207,074 |
0 |
$0 |
0 |
$0 |
| Josh Brunner |
5 |
10,513,012 |
0 |
0 |
8 |
2,217,962 |
| Michelle Hallam |
6 |
10,138,130 |
0 |
0 |
5 |
740,798 |
| |
Performance Based Fee Advisory Accounts | |||||
| |
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||
| |
Number of Accounts |
Total Assets ($thousands) |
Number of Accounts |
Total Assets ($thousands) |
Number of Accounts |
Total Assets ($thousands) |
| New York Tax Free Bond ETF |
|
|
|
|
|
|
| Rachel Betton |
0 |
$0 |
0 |
$0 |
0 |
$0 |
| Josh Brunner |
0 |
0 |
0 |
0 |
0 |
0 |
| Michelle Hallam |
0 |
0 |
0 |
0 |
0 |
0 |
| Name of Fund |
Benchmark |
| New York Tax Free Bond ETF |
Bloomberg New York Municipal Bond Index |
| |
Fiscal Year Ended | |||||
| |
February 29, 2024 |
February 28, 2025 |
February 28, 2026 | |||
| Fund |
Paid |
Waived |
Paid |
Waived |
Paid |
Waived |
| New York Tax Free Bond Fund |
$132 |
$(145) |
$145 |
$(136) |
$166 |
$(142) |
| |
Fiscal Year Ended | ||
| Fund |
February 29, 2024 |
February 28, 2025 |
February 28, 2026 |
| New York Tax Free Bond Fund |
$20 |
$20 |
$19 |
| |
Fiscal Year Ended | ||
| Fund |
February 29, 2024 |
February 28, 2025 |
February 28, 2026 |
| New York Tax Free Bond Fund | |||
| Total Brokerage Commissions |
$— |
$14,002 |
$2,372 |
| Brokerage Commissions to Affiliated Broker/ Dealers |
— |
— |
— |
| |
Capital Loss Carryforward Character | |
| Fund |
Short-Term |
Long-Term |
| New York Tax Free Bond Fund |
$6,651 |
$8,370 |
| 1 | |
| 1 | |
| 3 | |
| 3 | |
| 4 | |
| 4 | |
| 5 | |
| 5 | |
| 9 | |
| 9 | |
| 10 | |
| 10 | |
| 20 | |
| 20 | |
| 21 | |
| 26 | |
| 32 | |
| 41 | |
| 45 | |
| 49 | |
| 50 | |
| 51 | |
| 52 | |
| 53 | |
| 53 | |
| 55 | |
| 55 | |
| 55 | |
| 56 | |
| 59 | |
| 61 | |
| 62 | |
| 62 | |
| 62 | |
| 63 | |
| 63 | |
| 63 | |
| 64 | |
| 64 | |
| 65 | |
| 66 | |
| 76 | |
| 77 | |
| 77 | |
| 79 | |
| 81 | |
| 82 | |
| 82 | |
| 83 | |
| 83 |
| 84 | |
| 84 | |
| 85 | |
| 86 | |
| 87 | |
| 88 | |
| 92 | |
| 93 | |
| 93 | |
| 94 | |
| 95 | |
| 95 | |
| 95 | |
| 96 | |
| 96 | |
| 97 | |
| 102 | |
| 105 | |
| 106 | |
| 109 | |
| 109 | |
| 109 | |
| 111 | |
| 111 | |
| 111 | |
| 112 | |
| 113 | |
| 118 | |
| 119 | |
| 120 | |
| 120 | |
| 120 | |
| 123 | |
| 125 | |
| 125 | |
| 125 | |
| 125 | |
| 127 | |
| 127 | |
| 128 | |
| 128 | |
| 129 | |
| 129 | |
| 129 | |
| 129 | |
| 131 | |
| 131 | |
| 132 | |
| 133 | |
| 140 | |
| A-1 | |
| B-1 |
| Name (Year of Birth; Term of Office, and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2) |
Other Trusteeships/ Directorships Held During the Past 5 Years (or longer)(3) |
| Independent Trustees |
|
|
|
| Stephen P. Fisher (1959); Trustee, since 2018. |
Retired; Chairman and Chief Executive Officer, NYLIFE Distributors LLC (registered broker- dealer) (serving in various roles 2008- 2013); Chairman, NYLIM Service Company LLC (transfer agent) (2008- 2017); New York Life Investment Management LLC (registered investment adviser) (serving in various roles 2005- 2017); Chairman, IndexIQ Advisors LLC (registered investment adviser for ETFs) (2014-2017); President, MainStay VP Funds Trust (2007-2017), MainStay DefinedTerm Municipal Opportunities Fund (2011-2017) and Main- Stay Funds Trust (2007-2017) (registered investment companies). |
174 |
None. |
| Gary L. French (1951); Trustee, since 2014. |
Real Estate Investor (2011-2020); Investment management industry Consultant and Expert Witness (2011-present); Senior Consultant for The Regulatory Fundamentals Group LLC (2011-2017). |
174 |
Independent Trustee, The China Fund, Inc. (2013- 2019); Exchange Traded Concepts Trust II (2012- 2014); Exchange Traded Concepts Trust I (2011- 2014). |
| Name (Year of Birth; Term of Office, and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2) |
Other Trusteeships/ Directorships Held During the Past 5 Years (or longer)(3) |
| Kathleen M. Gallagher (1958); Trustee, since 2018. |
Retired; Chief Investment Officer – Benefit Plans, Ford Motor Company (serving in various roles 1985-2016). |
174 |
Non-Executive Director, Legal & General Investment Management (Holdings) (2018- present); Non-Executive Director, Legal & General Investment Management America (U.S. Holdings) (financial services and insurance) (2017- present); Advisory Board Member, State Street Global Advisors Total Portfolio Solutions (2017-present); Member, Client Advisory Council, Financial Engines, LLC (registered investment adviser) (2011-2016); Director, Ford Pension Funds Investment Management Ltd. (2007- 2016). |
| Robert J. Grassi (1957); Trustee, since 2014. |
Sole Proprietor, Academy Hills Advisors LLC (2012- 2024); Pension Director, Corning Incorporated (2002- 2012). |
174 |
None. |
| Frankie D. Hughes (1952); Trustee, since 2008. |
President, Ashland Hughes Properties (property management) (2014–present); President and Chief Investment Officer, Hughes Capital Management, Inc. (fixed income asset management) (1993– 2014). |
174 |
None. |
| Name (Year of Birth; Term of Office, and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2) |
Other Trusteeships/ Directorships Held During the Past 5 Years (or longer)(3) |
| Raymond Kanner (1953); Trustee, since 2017. |
Retired; Managing Director and Chief Investment Officer, IBM Retirement Funds (2007–2016). |
174 |
Advisory Board Member, Penso Advisors, LLC (2020- 2024); Advisory Board Member, Los Angeles Capital (2018-present); Advisory Board Member, State Street Global Advisors Total Portfolio Solutions (2017-present); Acting Executive Director, Committee on Investment of Employee Benefit Assets (CIEBA) (2016-2017); Advisory Board Member, Betterment for Business (robo advisor) (2016– 2017); Advisory Board Member, BlueStar Indexes (index creator) (2013–2017); Director, Emerging Markets Growth Fund (registered investment company) (1997-2016); Member, Russell Index Client Advisory Board (2001- 2015). |
| Thomas P. Lemke (1954); Trustee, since 2014. |
Retired since 2013. |
174 |
Independent Trustee of Advisors’ Inner Circle III fund platform, consisting of the following: (i) the Advisors’ Inner Circle Fund III, (ii) the Gallery Trust, (iii) the Schroder Series Trust, (iv) the Delaware Wilshire Private Markets Fund (since 2020), (v) Chiron Capital Allocation Fund Ltd., (vi) formerly the Winton Diversified Opportunities Fund (2014-2018), and (vii) Symmetry Panoramic Trust (since 2018). |
| Name (Year of Birth; Term of Office, and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2) |
Other Trusteeships/ Directorships Held During the Past 5 Years (or longer)(3) |
| Brenda Lyons (1963); Trustee, since 2026. |
State Street Corporation: Executive Vice President (2007- 2026); Global Head, Corporate Secretarial and Administration Services (2024–2026); Executive Business Manager, Investment Services (2022–2024); Executive Vice President, Global Head of Product (2018– 2022); Executive Vice President, Global Head of Fund Administration and Specialized Products (2011–2018). Earlier: Independent business consultant to a large mutual funds board (2006–2007); Deutsche Asset Management/Scudder Investments (1987– 2006. |
174 |
State Street Foundation, Board Member (2014– 2021; 2024–2026); American Red Cross, Massachusetts, Board Member (2023–present); Director, International Financial Data Services (IFDS), joint ventures with State Street in Canada, Luxembourg, Ireland (2021–2023); Director, State Street Syntel Services Ltd. (2015–2019); Big Sisters of Greater Boston, Board Member (2016–2022); Thayer Academy, Board Member (2012–2022); Cradles to Crayons, Former Board Member; The Sage School, Former Board Chair and Board Member. |
| Mary E. Martinez (1960); Chair, since 2026; Trustee, since 2013. |
Real Estate Investor/ Adviser (2010– present); Managing Director, Bank of America (asset management) (2007– 2008); Chief Operating Officer, U.S. Trust Asset Management, U.S. Trust Company (asset management) (2003–2007); President, Excelsior Funds (registered investment companies) (2004–2005). |
174 |
None. |
| Marilyn McCoy (1948); Trustee, since 1999. |
Retired; Vice President of Administration and Planning, Northwestern University (1985– 2023). |
174 |
None. |
| Name (Year of Birth; Term of Office, and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2) |
Other Trusteeships/ Directorships Held During the Past 5 Years (or longer)(3) |
| Shaun Real (1965); Trustee, since 2026. |
Partner, Financial Services, Ernst & Young (EY), Boston (2010–2025); New England Financial Services Industry Leader, EY (2018– 2024); Wealth and Asset Management Assurance Practice Leader, EY (2010– 2018); Assurance Practice, EY (1987– 2010). |
174 |
Board Member, New England Council (2021– present); Director Emeritus, Expect Miracles Foundation (2015–2021); Board Member, Milton-Hoosic Club (2017–2020); Board Member, Canton Youth Hockey (2017– 2020). |
| Emily A. Youssouf (1951); Trustee, since 2014. |
Adjunct Professor (2011-present) and Clinical Professor (2009-2011), NYU Schack Institute of Real Estate; Board Member and Member of the Audit Committee (2013-present), Chair of Finance Committee (2019-present), Member of Related Parties Committee (2013-2018) and Member of the Enterprise Risk Committee (2015- 2018), PennyMac Financial Services, Inc.; Board Member (2005-2018), Chair of Capital Committee (2006-2016), Chair of Audit Committee (2005-2018), Member of Finance Committee (2005-2018) and Chair of IT Committee (2016-2018), NYC Health and Hospitals Corporation. |
174 |
Trustee, NYC School Construction Authority (2009-present); Board Member, NYS Job Development Authority (2008-present); Trustee and Chair of the Audit Committee of the Transit Center Foundation (2015-2019). |
| Interested Trustees |
|
|
|
| Robert F. Deutsch(4) (1957); Trustee, since 2014. |
Retired; Head of ETF Business for JPMorgan Asset Management (2013-2017); Head of Global Liquidity Business for JPMorgan Asset Management (2003-2013). |
174 |
Treasurer and Director of the JUST Capital Foundation (2017- present); Advisory Board Chair, Lerner Business School at the University of Delaware (2018- present). |
| Name (Year of Birth; Term of Office, and Length of Time Served)(1) |
Principal Occupation(s) During Past 5 Years (or longer) |
Number of Funds in Fund Complex Overseen by Trustee(2) |
Other Trusteeships/ Directorships Held During the Past 5 Years (or longer)(3) |
| Nina O. Shenker(4) (1957); Trustee, since 2022. |
Vice Chair (2017- 2021), General Counsel and Managing Director (2008-2016), Associate General Counsel and Managing Director (2004-2008), J.P. Morgan Asset & Wealth Management. |
174 |
Director and Member of Executive, Legal and Human Resources Committees; American Jewish Joint Distribution Committee (2018-present). |
| Name of Committee |
Members |
Committee Chair |
| Audit and Valuation Committee |
Ms. Gallagher Mr. French Mr. Kanner Mr. Real |
Ms. Gallagher |
| |
|
|
| Name of Committee |
Members |
Committee Chair |
| Compliance Committee |
Mr. Lemke Mr. Fisher Mr. Grassi Ms. Hughes Ms. Lyons |
Mr. Lemke |
| |
|
|
| Governance Committee |
Ms. Martinez Mr. Fisher Mr. French Ms. McCoy |
Ms. Martinez |
| |
|
|
| ETF Committee |
Mr. Deutsch Ms. Gallagher Ms. Hughes Mr. Kanner Ms. Shenker Ms. Youssouf |
Mr. Deutsch |
| |
|
|
| Equity Committee |
Mr. Kanner Mr. Deutsch Mr. French Ms. McCoy |
Mr. Kanner |
| |
|
|
| Fixed Income Committee |
Mr. Grassi Ms. Hughes Ms. Lyons Ms. Shenker Ms. Youssouf |
Mr. Grassi |
| |
|
|
| Money Market and Alternative Products Committee |
Mr. Fisher Ms. Gallagher Mr. Lemke Mr. Real |
Mr. Fisher |
| Name (Year of Birth), Positions Held with the Trust (Since) |
Principal Occupations During Past 5 Years |
| Matthew J. Kamburowski (1980), President and Principal Executive Officer (2025)* |
Managing Director, Chief Administrative Officer for J.P. Morgan pooled vehicles and Global Head of Business Transformation. Mr. Kamburowski has been with JPMorgan Chase & Co. since 2001. |
| Name (Year of Birth), Positions Held with the Trust (Since) |
Principal Occupations During Past 5 Years |
| Timothy J. Clemens (1975), Treasurer and Principal Financial Officer (2020) |
Managing Director, J.P. Morgan Investment Management Inc. Mr. Clemens has been with J.P. Morgan Investment Management Inc. since 2013. |
| Gregory S. Samuels (1980), Secretary (2022) (formerly Assistant Secretary 2014-2022) |
Managing Director and Assistant General Counsel, JPMorgan Chase. Mr. Samuels has been with JPMorgan Chase since 2010. |
| Stephen M. Ungerman (1953), Chief Compliance Officer (2014) |
Managing Director, JPMorgan Chase & Co. Mr. Ungerman has been with JPMorgan Chase & Co. since 2000. |
| Kiesha Astwood-Smith (1973), Assistant Secretary (2021) |
Vice President and Assistant General Counsel, JPMorgan Chase since June 2021; Senior Director and Counsel, Equitable Financial Life Insurance Company (formerly, AXA Equitable Life Insurance Company) from September 2015 through June 2021. |
| Matthew Beck (1988), Assistant Secretary (2021)* |
Vice President and Assistant General Counsel, JPMorgan Chase since May 2021; Senior Legal Counsel, Ultimus Fund Solutions from May 2018 through May 2021; General Counsel, The Nottingham Company from April 2014 through May 2018. |
| Elizabeth A. Davin (1964), Assistant Secretary (2022)* (formerly Secretary 2018-2022) |
Executive Director and Assistant General Counsel, JPMorgan Chase. Ms. Davin has been with JPMorgan Chase (formerly Bank One Corporation) since 2004. |
| Carmine Lekstutis (1980), Assistant Secretary (2014) |
Executive Director and Assistant General Counsel, JPMorgan Chase. Mr. Lekstutis has been with JPMorgan Chase since 2011. |
| Erika K. Messbarger (1987), Assistant Secretary (2025)* |
Vice President and Assistant General Counsel, JPMorgan Chase; Ms. Messbarger has been with JPMorgan Chase since October 2011. |
| Henry F. Pickell (1980), Assistant Secretary (2025)* |
Vice President and Assistant General Counsel, JPMorgan Chase; Mr. Pickell has been with JPMorgan Chase since July 2018. |
| Max Vogel (1990), Assistant Secretary (2021) |
Vice President and Assistant General Counsel, JPMorgan Chase since June 2021; Associate, Proskauer Rose LLP (law firm) from March 2017 to June 2021. |
| Zachary E. Vonnegut-Gabovitch (1986), Assistant Secretary (2017) |
Executive Director and Assistant General Counsel, JPMorgan Chase. Mr. Vonnegut-Gabovitch has been with JPMorgan Chase since September 2016. |
| Frederick J. Cavaliere (1978), Assistant Treasurer (2015)** |
Executive Director, J.P. Morgan Investment Management Inc. Mr. Cavaliere has been with JPMorgan since May 2006. |
| Michael M. D’Ambrosio (1969), Assistant Treasurer (2014) |
Managing Director, J.P. Morgan Investment Management Inc. Mr. D’Ambrosio has been with J.P. Morgan Investment Management Inc. since 2012. |
| Aleksandr Fleytekh (1972), Assistant Treasurer (2023) |
Executive Director, J.P. Morgan Investment Management Inc. Mr. Fleytekh has been with J.P. Morgan Investment Management Inc. since February 2012. |
| Shannon Gaines (1977), Assistant Treasurer (2019)* |
Executive Director, J.P. Morgan Investment Management Inc. Mr. Gaines has been with J.P. Morgan Investment Management Inc. since January 2014. |
| Jeffrey D. House (1972), Assistant Treasurer (2023)* |
Vice President, J.P. Morgan Investment Management Inc. Mr. House has been with J.P. Morgan Investment Management Inc. since July 2006. |
| Nektarios E. Manolakakis (1972), Assistant Treasurer (2020) |
Managing Director, J.P. Morgan Investment Management Inc. since 2025, formerly Executive Director, J.P. Morgan Investment Management Inc. since February 2021, formerly Vice President, J.P. Morgan Investment Management Inc. since 2014; Vice President, J.P. Morgan Corporate & Investment Bank 2010-2014. |
| Name (Year of Birth), Positions Held with the Trust (Since) |
Principal Occupations During Past 5 Years |
| Joseph Parascondola (1963), Assistant Treasurer (2023)** |
Executive Director, J.P. Morgan Investment Management Inc. Mr. Parascondola has been with J.P. Morgan Investment Management Inc. since 2006. |
| Gillian I. Sands (1969), Assistant Treasurer (2023) |
Executive Director, J.P. Morgan Investment Management Inc. Ms. Sands has been with J.P. Morgan Investment Management Inc. since September 2012. |
| Tier One |
Up to $15 billion |
0.0030% |
| Tier Two |
Next $85 billion |
0.0025% |
| Tier Three |
Over $100 billion |
0.0015% |
| |
|
|
| Other Fees: |
|
|
| Minimum |
|
$20,000 per Fund per year |
| Tier One |
Up to $15 billion |
0.0030% |
| Tier Two |
Next $85 billion |
0.0025% |
| Tier Three |
Next $300 billion |
0.0015% |
| Tier Four |
Over $400 billion |
0.10% |
| |
|
|
| Other Fees: |
|
|
| Minimum |
|
$15,000 per Fund per year |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Accept an accounting irregularity |
World |
|
We generally recommend FOR because according to our policy, the financial statements give a true and fair view of the financial position of the Company for the recent fiscal year, and of its financial performance and its cash flows for the year then ended in accordance with the law. |
| Accept the financial statements/statutory report |
World |
North America |
We generally recommend FOR because according to our policy, the financial statements give a true and fair view of the financial position of the Company for the recent fiscal year, and of its financial performance and its cash flows for the year then ended in accordance with the law. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve a special transactions financial report |
China, Western Europe, Latin America |
|
We recommend FOR this Proposal, because according to our policy, approving the special transactions financial report ensures transparency and gives shareholders a clear overview of significant transactions, supporting informed decision- making. |
| Receive the annual report and accounts |
World |
North America |
We generally recommend FOR because according to our policy, the financial statements give a true and fair view of the financial position of the Company for the recent fiscal year, and of its financial performance and its cash flows for the year then ended in accordance with the law. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve the discharge of the auditors |
Western Europe |
|
We generally recommend FOR because after reviewing the auditor acts for the fiscal year that has ended, we find it advisable to grant discharge from liability to the auditors. |
| Ratify auditor AND director remuneration |
World |
United States |
We generally recommend FOR the auditor when the following conditions are met: 1) non-audit fees do not make up a substantial proportion of all fees the auditor is charging the company; 2) auditor tenure is less than 20 years and 3) total auditor fees (as a universe percentile according to market cap categories) ˂90th percentile. The purpose is to maintain some independence for the auditor. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Ratify auditor appointment and remuneration |
Emerging & Frontier Asia- Pacific, Western Europe |
|
We generally recommend FOR the auditor when the following conditions are met: 1) non-audit fees do not make up a substantial proportion of all fees the auditor is charging the company; 2) auditor tenure is less than 20 years and 3) total auditor fees (as a universe percentile according to market cap categories) ˂90th percentile. The purpose is to maintain some independence for the auditor. |
| Ratify the appointment of a non-statutory auditor |
World |
|
We recommend FOR this Proposal, because according to our policy, ratifying the appointment of a non-statutory auditor strengthens oversight and reinforces the integrity of reporting. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Ratify the appointment of a special transactions auditor |
China, Western Europe, Latin America |
|
We recommend FOR this Proposal, because according to our policy, ratifying the appointment of a special transactions auditor ensures independent review of significant transactions and strengthens disclosure and transparency. |
| Ratify the appointment of an auditor |
World |
|
We generally recommend FOR the auditor when the following conditions are met: 1) non-audit fees do not make up a substantial proportion of all fees the auditor is charging the company; 2) auditor tenure is less than 20 years and 3) total auditor fees (as a universe percentile according to market cap categories) ˂90th percentile. The purpose is to maintain some independence for the auditor. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Ratify the appointment of statutory AND sustainability auditors |
Western Europe |
|
We generally recommend FOR the auditor when the following conditions are met: 1) non-audit fees do not make up a substantial proportion of all fees the auditor is charging the company; 2) auditor tenure is less than 20 years and 3) total auditor fees (as a universe percentile according to market cap categories) ˂90th percentile. The purpose is to maintain some independence for the auditor. |
| Remove the auditor |
World |
|
We generally recommend a vote FOR the removal of the auditors whenever the Company may deem it necessary to ensure auditor independence and integrity. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Allot securities |
Western Europe |
United Kingdom |
We generally recommend FOR because according to our policy, the allotment of shares or securities will enable the Company to capitalize on future business opportunities. This flexibility provides the Company with the ability to act promptly and strategically to business decisions, ensuring it remains competitive and well-positioned for long-term success. |
| Allot securities |
United Kingdom |
|
We generally recommend FOR if the proposed allotted securities are no more than 33% of currently issued share capital. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Appropriate profits/surplus/retained earnings |
World |
North America |
We recommend FOR this Proposal, because according to our policy, allocating corporate earnings through appropriate distribution of profits, surplus, or retained earnings supports shareholder interests and long- term value creation. |
| Approve a share repurchase plan |
Emerging & Frontier Asia- Pacific, Western Europe |
|
We generally recommend a vote FOR because according to our policy, the proposed share repurchase plan would grant the Company greater flexibility in managing its capital structure. Furthermore, share repurchases are widely regarded as an effective strategy for enhancing shareholder value and financial position of companies. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve a stock exchange listing |
World |
|
We generally recommend FOR because according to our policy, approval of the stock exchange listing would create investment opportunities for the Company and provide greater liquidity while diversifying the risks associated with it. |
| Approve a stock terms revision |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Approve adjustment in the share repurchase price |
Emerging & Frontier Asia-Pacific |
|
We recommend FOR this Proposal, because according to our policy, allocating corporate earnings through appropriate distribution of profits, surplus, or retained earnings supports shareholder interests and long- term value creation. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve capital utilization/cash management |
Emerging & Frontier Asia-Pacific |
|
We recommend FOR this Proposal, because according to our policy, the proposed capital or cash utilization enables the company to support its strategic initiatives and efficiently finance its operations. |
| Approve credit and/or debt financing |
Emerging & Frontier Asia-Pacific |
|
We recommend FOR this Proposal, because according to our policy, approving credit or debt financing provides the company with the necessary capital to support strategic initiatives, maintain liquidity, and ensure financial flexibility. |
| Approve dividends |
World |
North America |
We generally recommend FOR this Proposal, because according to our policy, the proposed dividend distribution is financially prudent, maintains sufficient liquidity, and supports consistent shareholder returns. |
| Change share par value |
World |
|
We generally recommend FOR when the new par value is less than or equal to old par value. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Conduct a stock split |
World |
|
We generally recommend FOR because according to our policy, the proposed reverse stock split would make the Company’s common stock a more attractive and cost-effective investment for many investors, thereby enhancing the liquidity of current stockholders and potentially broadening the investor base. |
| Distribute profit/dividend/etc according to a sharing plan |
World |
North America |
We generally recommend FOR because according to our policy, the proposed distribution plan will not put the company´s liquidity at risk. |
| Exchange debt for equity |
World |
|
We generally recommend a vote FOR because according to our policy, the proposed exchange of debt for equity would strengthen the Company’s financial position by reducing its liabilities, improving its balance sheet and enhancing its creditworthiness. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Increase authorized shares |
World |
Brazil |
We generally recommend FOR except when one of the following conditions is met: 1) The new proposed stock is ˃50% of total authorized shares of common stock; 2) The increase is NOT tied to a specific transaction or financing proposal; and 3) The Share pool was NOT used up due to equity plans. |
| Increase authorized shares |
Brazil |
|
We generally recommend FOR except when one of the following conditions is met: 1) The increase is NOT tied to a specific transaction or financing proposal; and 2) The Share pool was NOT used up due to equity plans. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Issue bonds |
World |
|
We generally recommend FOR because according to our policy, approval of this proposal will give the Company greater flexibility in considering and planning for future corporate needs, including, but not limited to, stock dividends, grants under equity compensation plans, stock splits, financings, potential strategic transactions, including mergers, acquisitions, and business combinations, as well as other general corporate transactions. |
| Issue shares |
World |
|
We generally recommend FOR when there is a purpose for the share issuance and when the shareholder rights on the issued shares will not be superior to outstanding shares. |
| Issue shares below NAV |
World |
|
We generally recommend FOR if the shares to be issued below NAV are 25% or less of the outstanding shares. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Issue shares upon exercise of warrants |
World |
|
We generally recommend FOR because according to our policy, the proposed issuance of shares will provide the Company with a source of capital to fund its corporate endeavors and activities. |
| Re-price options |
World |
|
We generally recommend FOR re-pricing options when external and uncontrollable market factors caused the stock price to decrease. |
| Repurchase and/or cancel shares |
Emerging & Frontier Asia- Pacific, Western Europe |
|
We recommend FOR this Proposal because, according to our policy, share repurchase/ cancellation can enhance shareholder value and provide the company with flexibility in managing its capital effectively. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Repurchase bonds |
World |
|
We recommend FOR this Proposal because, according to our policy, repurchase of bonds allows the company to manage its debt efficiently, reduce interest expenses, and optimize its capital structure, ultimately supporting financial flexibility and long- term shareholder value. |
| Create a new class of shares |
World |
|
We generally recommend FOR these proposals when the new class of shares to be created will not have blank-check authority and will not have superior voting rights to the existing class of shares. |
| Reclassify/convert shares |
World |
|
We generally recommend FOR if the conversion would provide equal rights to shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Create a new class of shares |
World |
|
We generally recommend FOR these proposals when the new class of shares to be created will not have blank-check authority and will not have superior voting rights to the existing class of shares. |
| Reclassify/convert shares |
World |
|
We generally recommend FOR if the conversion would provide equal rights to shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve the sustainability auditor |
Western Europe |
|
We generally recommend FOR when the statutory auditor passed the auditor test or when the sustainability auditor is a different auditor than the statutory auditor. |
| Approve the sustainability report |
Western Europe, Australia |
|
We generally recommend a vote FOR because according to our policy, the proposed report demonstrates the Company’s commitment to sustainability and provides valuable information about its ongoing initiatives. This transparency enables shareholders to better understand the Company’s sustainability efforts and progress, aligning with best practices in corporate responsibility and long-term value creation. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Advise on executive compensation (say-on- pay) |
United States, United Kingdom |
|
We generally recommend FOR when the total compensation is reasonable considering the company’s performance as measured by change in adjusted stock price, and considering the following requirements: 1) the compensation plan includes specific and defined performance metrics and 2) the company made changes to the executive compensation plan if the company received less than 70% approval on the most recent say-on-pay/ remuneration policy or remuneration report vote. |
| Advise on executive compensation (say-on- pay) |
World |
United States, United Kingdom |
We generally recommend FOR when the total compensation is reasonable considering the company’s performance as measured by change in adjusted stock price. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve a stock compensation plan (non- SPAC) |
United States |
|
We generally recommend FOR when the plan results in dilution of 10% or less and when the average burn rate over the last three years is 3% or less (or the company has been public for five years or less). |
| Approve a stock compensation plan (non- SPAC) |
World |
United States |
We generally recommend FOR when the plan results in dilution of 10% or less. |
| Approve a stock compensation plan (SPAC) |
World |
|
We generally recommend FOR if the plan is for the newly formed entity arising from the business combination with a special purpose acquisition company (SPAC) and the authorized share pool doesn’t exceed 3% of the new entity’s authorized share capital. |
| Approve an employee stock purchase plan |
World |
|
We generally recommend FOR when the plan is qualified under Section 423(c) or has dilution of 10% or less and when there is no evergreen provision. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve an employment/ management/ severance/ partnership agreement |
Emerging & Frontier Asia- Pacific, Western Europe |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Approve bonuses |
United States, United Kingdom |
|
We generally recommend FOR when the total compensation is reasonable considering the company’s performance as measured by change in adjusted stock price, and considering the following requirements: 1) the compensation plan includes specific and defined performance metrics and 2) the company made changes to the executive compensation plan if the company received less than 70% approval on the most recent say-on-pay/ remuneration policy or remuneration report vote. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve bonuses |
World |
United States, United Kingdom |
We generally recommend FOR when the total compensation is reasonable considering the company’s performance as measured by change in adjusted stock price. |
| Approve executive/director/related party transactions |
Western Europe |
|
We generally recommend FOR when the amount doesn’t exceed 2% of the company’s annual revenue or $1,000,000. |
| Approve future executive remuneration |
Western Europe, Eastern Europe & Central Asia, Middle East & North Africa |
|
We generally recommend FOR when the proposed compensation includes performance-based metrics. |
| Approve other compensation |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve the executive compensation policy |
United States, United Kingdom |
|
We generally recommend FOR when the total compensation is reasonable considering the company’s performance as measured by change in adjusted stock price, and considering the following requirements: 1) the compensation plan includes specific and defined performance metrics and 2) the company made changes to the executive compensation plan if the company received less than 70% approval on the most recent say-on-pay/ remuneration policy or remuneration report vote. |
| Approve the executive compensation policy |
World |
United States, United Kingdom |
We generally recommend FOR when the total compensation is reasonable considering the company’s performance as measured by change in adjusted stock price. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve the non-executive directors’ compensation |
Emerging & Frontier Asia- Pacific, Western Europe, Eastern Europe & Central Asia |
|
We recommend FOR this Proposal, because according to our policy, the proposed non- executive directors’ compensation is commensurate with their contributions and supports the company in remaining competitive in attracting and retaining skilled board members. |
| Decide the frequency of the executive compensation vote |
World |
|
We generally recommend an annual frequency for the say-on-pay vote. |
| Reduce the legal reserve |
Emerging & Frontier Asia- Pacific, Western Europe, Developed Asia-Pacific |
|
We generally recommend FOR because according to our policy, the proposed reduction of legal reserves is commensurate with the Company’s current financial position and would strengthen its cashflow. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Allow for the removal of directors only with cause |
World |
|
We generally recommend AGAINST the proposal because according to our policy, directors should be removed with or without cause. This level of flexibility allows the Company to make necessary changes to its leadership when deemed appropriate. Allowing for the removal of directors with or without cause ensures that the Board can effectively address issues such as performance concerns and maintain the best interests of the Company and its shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Allow for the removal of directors without cause |
World |
|
We generally recommend a vote FOR because according to our policy, allowing shareholders to remove a director without cause enhances accountability and strengthens shareholder rights. This provision empowers shareholders to take action if they believe a director is not acting in the best interests of the company, ensuring greater transparency and governance. |
| Approve director indemnification |
World |
|
We generally recommend FOR because according to our policy, approval of director indemnification would enable the Company to provide a greater scope of protection to directors in cases of litigations. Further, such a provision would also help the Company to attract, retain and motivate its directors whose efforts are essential to the Company’s success. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve director liability insurance |
World |
|
We generally recommend FOR because according to our policy, approval of director liability insurance would enable the Company to provide a greater scope of protection to directors in cases of litigations. Further, such a provision would also help the Company to attract, retain and motivate its directors whose efforts are essential to the Company’s success. |
| Approve election and remuneration for the executive director(s) |
Developed Asia- Pacific, Western Europe |
|
We generally recommend FOR when the director(s) passes our election of director test and the executive compensation passes our test. If any director or the executive compensation does not pass our tests, we will recommend against the proposal. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve election and remuneration for the non-executive director(s) |
United Kingdom |
|
We generally recommend FOR when the change in adjusted stock price over the director’s tenure is not poor (given that the director tenure is at least three years). Additionally, the following governance factors are considered: director attendance, independence on key committees, the cybersecurity score of the company, the presence of zombie directors on the board, overboarding, the percentage of independent directors on the board, the implementation of previously approved shareholder proposals, and the presence of at least one diverse director on the board. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve election and remuneration for the non-executive director(s) |
Developed Asia- Pacific, Western Europe |
United Kingdom |
We generally recommend FOR when the change in adjusted stock price over the director’s tenure is not poor (given that the director tenure is at least three years). Additionally, the following governance factors are considered: director attendance, independence on key committees, the cybersecurity score of the company, overboarding, the percentage of independent directors on the board, and the presence of at least one diverse director on the board. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve financial statements and discharge directors |
Western Europe, Eastern Europe & Central Asia |
|
We generally recommend FOR because according to our policy, the financial statements give a true and fair view of the financial position of the Company for the recent fiscal year, and of its financial performance and its cash flows for the year then ended in accordance with the law. |
| Approve the directors’ report |
Western Europe, Eastern Europe & Central Asia |
|
We generally recommend FOR because approval of the directors’ report is in the best interests of the Company and its shareholders. |
| Approve the discharge of the board and president |
Western Europe, Eastern Europe & Central Asia |
|
We generally recommend FOR because according to our policy, we find no breach of fiduciary duty that compromised the Company and shareholders’ interests for the fiscal year that has ended. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve the discharge of the management board |
Western Europe, Eastern Europe & Central Asia |
|
We generally recommend FOR because according to our policy, we find no breach of fiduciary duty that compromised the Company and shareholders’ interests for the fiscal year that has ended. |
| Approve the discharge of the supervisory board |
Western Europe, Eastern Europe & Central Asia |
|
We generally recommend FOR because according to our policy, we find no breach of fiduciary duty that compromised the Company and shareholders’ interests for the fiscal year that has ended. |
| Approve the previous board’s actions |
Western Europe, Eastern Europe & Central Asia |
|
We generally recommend FOR because according to our policy, we find no breach of fiduciary duty that compromised the Company and shareholders’ interests for the fiscal year that has ended. |
| Approve the spill resolution |
Australia |
|
We generally recommend FOR this resolution when the company has failed our executive compensation test. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Authorize exculpation of officers (DGCL) |
World |
|
We generally recommend a vote FOR because according to our policy, implementation of the exculpation provision pursuant to Delaware Law will enable the Company to attract, retain and motivate its officers whose efforts are essential to the Company’s success. Additionally, Delaware’s exculpation law strikes a balanced approach, offering protection to directors while ensuring accountability for significant breaches of their fiduciary duties. |
| Authorize the board to execute legal formalities |
Western Europe, Eastern Europe & Central Asia, Emerging & Frontier Asia-Pacific |
|
We generally recommend FOR because approval of the proposal is necessary in order to carry out the legal formalities related to the meeting. |
| Authorize the board to fill vacancies |
World |
|
We generally recommend FOR if the appointees will face a shareholder vote at the next annual meeting. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Change the size of the board of directors |
World |
|
We generally recommend FOR if the board size is between 5 and 15. |
| Classify the board |
World |
|
We generally recommend AGAINST because according to our policy, staggered terms for directors increase the difficulty for shareholders to make fundamental changes to the composition and behavior of a board. We prefer that the entire board of a company be elected annually to provide appropriate responsiveness to shareholders. |
| Declassify the board |
World |
|
We generally recommend FOR because according to our policy, staggered terms for directors increase the difficulty for shareholders to make fundamental changes to the composition and behavior of a board. We prefer that the entire board of a company be elected annually to provide appropriate responsiveness to shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Delegate authority to a committee |
Western Europe |
|
We generally recommend FOR because the delegation of authority to the committee is in the best interests of the Company and its shareholders. |
| Elect a company clerk/secretary |
Western Europe, Eastern Europe & Central Asia |
|
We generally recommend FOR because according to our policy, the nominee appears qualified. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Elect a director to board |
United States, United Kingdom |
|
We generally recommend FOR when the change in adjusted stock price over the director’s tenure is not poor (given that the director tenure is at least three years). Additionally, the following governance factors are considered: director attendance, independence on key committees, the cybersecurity score of the company, the presence of zombie directors on the board, overboarding, the percentage of independent directors on the board, the implementation of previously approved shareholder proposals, and the presence of at least one diverse director on the board. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Elect a director to board |
World |
United States, United Kingdom |
We generally recommend FOR when the change in adjusted stock price over the director’s tenure is not poor (given that the director tenure is at least three years). Additionally, the following governance factors are considered: director attendance, independence on key committees, the cybersecurity score of the company, overboarding, the percentage of independent directors on the board, and the presence of at least one diverse director on the board. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Elect a director to committee |
United States, United Kingdom |
|
We generally recommend FOR when the change in adjusted stock price over the director’s tenure is not poor (given that the director tenure is at least three years). Additionally, the following governance factors are considered: director attendance, independence on key committees, the cybersecurity score of the company, the presence of zombie directors on the board, overboarding, the percentage of independent directors on the board, the implementation of previously approved shareholder proposals, and the presence of at least one diverse director on the board. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Elect a director to committee |
World |
United States, United Kingdom |
We generally recommend FOR when the change in adjusted stock price over the director’s tenure is not poor (given that the director tenure is at least three years). Additionally, the following governance factors are considered: director attendance, independence on key committees, the cybersecurity score of the company, overboarding, the percentage of independent directors on the board, and the presence of at least one diverse director on the board. |
| Elect directors and appoint the auditor |
Western Europe |
|
We generally recommend FOR when the director(s) passes our election of director test and the auditor passes our auditor ratification test. If any director or the auditor does not pass our tests, we will recommend against the proposal. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Elect directors and fix the number of directors |
United Kingdom |
|
We generally recommend FOR when the change in adjusted stock price over the director’s tenure is not poor (given that the director tenure is at least three years). Additionally, the following governance factors are considered: director attendance, independence on key committees, the cybersecurity score of the company, the presence of zombie directors on the board, overboarding, the percentage of independent directors on the board, the implementation of previously approved shareholder proposals, and the presence of at least one diverse director on the board. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Elect directors and fix the number of directors |
Canada, Western Europe |
United Kingdom |
We generally recommend FOR when the change in adjusted stock price over the director’s tenure is not poor (given that the director tenure is at least three years). Additionally, the following governance factors are considered: director attendance, independence on key committees, the cybersecurity score of the company, overboarding, the percentage of independent directors on the board, and the presence of at least one diverse director on the board. |
| Elect multiple directors to the board |
World |
United States, United Kingdom |
We generally recommend FOR when each director passes our election of director test. If any director does not pass this test, we will recommend against the proposal. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Eliminate the retirement age requirement |
World |
|
We generally recommend FOR this proposal because, in accordance with our policy, the Company and its shareholders are in the best position to determine the approach to corporate governance, particularly board composition. Imposing inflexible rules, such as age limits for outside directors, does not necessarily correlate with returns or benefits for shareholders. Similar to arbitrary term limits, age limits could force valuable directors off the board solely based on their age, potentially undermining the effectiveness of the board. |
| Fix the number of directors |
Canada, Western Europe |
|
We generally recommend FOR if the board size is between 5 and 15. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Receive the directors’ report |
World |
North America |
We generally recommend FOR because according to our policy, the financial statements give a true and fair view of the financial position of the Company for the recent fiscal year, and of its financial performance and its cash flows for the year that has ended. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt an exclusive forum for disputes |
World |
|
We generally recommend FOR because according to our policy, having an exclusive forum will allow the Company to address disputes and litigations in an exclusive jurisdiction, with familiarity of the law, and reduce the administrative cost and burden related to settlement. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt an anti-greenmail provision |
World |
|
We generally recommend FOR because according to our policy, the adoption of an anti- greenmail provision will prevent the likelihood of potential hostile takeover which could be detrimental to the shareholders’ interests. |
| Advise on merger related compensation |
World |
United States |
We generally recommend FOR when 1) the total severance package doesn’t exceed 3X the previous year’s CAP for the highest paid NEO. |
| Advise on merger related compensation |
United States |
|
We generally recommend FOR when 1) the total severance package doesn’t exceed 3X the previous year’s CAP for the highest paid NEO 2) there is no excise tax gross-up and 3) the payment is double- trigger. |
| Approve a joint venture agreement |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve a liquidation plan |
World |
|
We generally recommend FOR if the following conditions are met: the transaction is the best strategic alternative for the company and the appraisal value is fair. |
| Approve an anti-takeover measure(s) |
Australia |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Approve an extension amendment proposal (for SPACs) |
World |
|
We generally recommend FOR when the trust deposit payment is not less than the previous trust deposit payment. |
| Approve an M&A agreement (sale or purchase) |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Approve an M&A-related share issuance |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Approve an opt-out plan |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Approve the restructuring plan |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Change the domicile / jurisdiction of incorporation |
World |
|
We generally recommend FOR when the shareholders will maintain the same or similar rights. |
| Proceed with bankruptcy |
World |
|
We generally recommend FOR because according to our policy, approval of the bankruptcy plan is the best available alternative in order for the Company to provide a reasonable value for its shareholders. |
| Remove an antitakeover provision(s) |
World |
|
We recommend FOR this Proposal, because, according to our policy, the removal of the antitakeover provision can increase shareholder value by enhancing market responsiveness and facilitating potential takeovers that may lead to premium buyouts. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Ratify a poison pill |
World |
|
We generally recommend a vote FOR because according to our policy, approval of the proposal will acknowledge both the advantages and inherent risks of implementing a shareholder rights plan, or poison pill. While these plans can deter hostile takeovers, they also carry the risk of management entrenchment in some cases. Ensuring that shareholders are given a voice on the advisability of such a plan is crucial to safeguarding the Company from these risks, promoting transparency, and maintaining a balance between protecting shareholder interests and preventing potential misuse of the plan. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt notice and access provisions |
World |
|
We generally recommend FOR because according to our policy, approval of the notice and access provision would provide shareholders with sufficient disclosure and ample time to make informed decisions regarding the election of directors at shareholder meetings. This provision ensures that shareholders have the opportunity to review relevant information regarding the nominees, the Company’s performance, and other important matters, therefore enabling the shareholders to participate meaningfully in the governance process. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve administrative and/or procedural items |
World |
|
We recommend FOR this Proposal, because according to our policy, approving administrative and procedural items related to the convening of shareholder meetings ensures proper organization, compliance with governance requirements, and smooth conduct of proceedings. |
| Change the location/date/time of a shareholder meeting |
World |
|
We generally recommend FOR because according to our policy, the proposed change will increase the likelihood of increased attendance rate in meetings, not to mention the benefits of flexibility and improved accessibility to shareholders. |
| Indicate if you are a controlling shareholder or have a personal interest in the proposal |
Canada, Israel, Latin America |
|
This test will indicate NO if the shareholder is not a controlling shareholder and does not have a personal interest in the approval of this proposal. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt an investment policy |
World |
|
We generally recommend FOR if the investment strategy is cogent. |
| Approve the company as investment trust |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Approve the fundamental investment objective |
World |
|
We generally recommend FOR because according to our policy, a fundamental investment objective for funds will ensure that any revision or matter related to the fund’s activities will be brought up for shareholder approval, thereby protecting their interests as shareowners. By involving shareholders in key decisions, the Company reinforces transparency, accountability, and the protection of shareholder value. |
| Approve the investment advisory agreement |
World |
|
We generally recommend FOR if the following conditions are met: the investment fees are reasonable (3% or less) and the investment strategy is cogent. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve the non-fundamental investment objective |
World |
|
We generally recommend AGAINST because according to our policy, a fundamental investment objective for funds will ensure that any revision or matter related to the fund’s activities will be brought up for shareholder approval, thereby protecting their interests as shareowners. |
| Approve the reorganization |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Approve the sub-investment advisory agreement |
World |
|
We generally recommend FOR sub-investment advisory agreements when the sub-advisory fees are paid by the primary adviser and the investment strategy is cogent. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Change the fund’s fundamental restriction to non-fundamental |
World |
|
We generally recommend AGAINST because according to our policy, approval of the proposal would increase the Fund’s exposure to significant losses arising from investment in high- risk assets. Moreover, contrary to a fundamental investment restriction, non- fundamental investment restrictions are often focused on short-term investing which is subject to market volatility and fluctuations. |
| Convert the closed-end fund to an open-end fund |
World |
|
We generally recommend FOR because according to our policy, the conversion to an open-end fund would provide for portfolio diversification hence reducing the Company’s risk exposure, and at the same time providing greater liquidity to its shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Issue/approve a 12b-1 plan (the distribution of funds through intermediaries) |
World |
|
We generally recommend FOR because according to our policy, approval of the 12b-1 plan would enable the Fund to facilitate its distribution and sale through various intermediaries, which would be beneficial in improving its asset position. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Amend other articles/bylaws/charter |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Appoint a rating agency |
Western Europe, Eastern Europe & Central Asia, Emerging & Frontier Asia- Pacific, Developed Asia-Pacific, Latin America |
|
We generally recommend FOR because the appointment of the proposed rating agency is in the best interests of the Company and its shareholders. |
| Approve appointment of a (non-director) executive |
Middle East & North Africa, Western Europe, Eastern Europe & Central Asia |
|
We recommend FOR this Proposal, because according to our policy, approving the appointment of the executive ensures the company has the necessary management in place to support operational continuity. |
| Approve company related-party transactions |
Emerging & Frontier Asia- Pacific, Developed Asia-Pacific, Western Europe |
|
We recommend FOR the proposed transaction as we believe it will allow the company to execute on its operational and strategic objectives. |
| Approve other company policies |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve political & charitable contributions |
United Kingdom |
|
We generally recommend FOR because according to our policy, it is necessary to allow the Company to fund charitable and political activities, which is in the best interests of shareholders. Such contributions can enhance the Company’s reputation, strengthen stakeholder relationships, and support its broader social and corporate responsibility goals, ultimately benefiting long- term shareholder value. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve the appointment of a (director) executive |
World |
|
We generally recommend FOR when the change in adjusted stock price over the director’s tenure is not poor (given that the director tenure is at least three years). Additionally, the following governance factors are considered: director attendance, independence on key committees, the cybersecurity score of the company, overboarding, the percentage of independent directors on the board, and the presence of at least one diverse director on the board. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve the company name change |
World |
|
We generally recommend FOR because according to our policy, the proposed name change supports strategic changes that enhance the Company’s business objectives. Furthermore, the proposed name change will more effectively reflect the Company’s mission and vision, thereby strengthening its marketing and branding efforts and improving its overall market positioning. |
| Approve the continuance of company |
Canada |
|
We generally recommend FOR because according to our policy, approval of this proposal is in the best interests of the Company and its shareholders. |
| Approve the convening of the corporate assembly |
Western Europe |
|
We generally recommend FOR because approval of the convening of the corporate assembly or shareholders’ meeting is in the best interests of the Company and its shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve the staking consideration |
World |
|
We recommend FOR the Proposal, because according to our policy, approving staking consideration in blockchain networks enhances yield by supporting network security and transaction validation. This complies with regulatory standards, reflecting responsible digital asset management and industry best practices. |
| Approve the staking fee |
World |
|
We recommend FOR approval of the staking fee, because according to our policy, the fee helps cover the Company’s operational costs associated with staking activities. The fee aligns with industry standards and ensures transparency and fairness to clients in digital asset staking services. |
| Attend to other business |
World |
|
We generally recommend FOR when the company is domiciled in the US or Canada. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Ratify decisions made in the prior fiscal year |
Western Europe, Eastern Europe & Central Asia |
|
We generally recommend FOR when the act is related to routine matters such as the distribution of dividends, release from liability, or decisions made in the fiscal year that has ended. |
| Reimburse proxy contest expenses |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt an advanced notice requirement |
United States, Australia |
|
We generally recommend FOR when the policy stipulates that nominations must be submitted no later than 60-90 days prior to the annual meeting and that nominations must be submitted no earlier than 120- 150 days prior to the annual meeting. |
| Adopt an advanced notice requirement |
Canada |
|
We generally recommend FOR when the policy stipulates that nominations must be submitted no later than 30-65 days before the annual meeting and that nominations must be submitted no earlier than 30-65 days prior to the annual meeting. |
| Adopt, renew, or amend a shareholder rights plan |
World |
|
We generally recommend FOR if the proposed plan expands rights for shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt/increase proxy access |
World |
|
We generally recommend a vote FOR because according to our policy, shareholders should have the right to nominate their own representatives to the board. Proxy access would enhance the Company’s governance by empowering shareholders with greater influence over the direction of the company, fostering more accountability and alignment with shareholder interests. |
| Allow virtual-only shareholder meetings |
World |
|
We generally recommend FOR because according to our policy, virtual meetings will increase the likelihood of an improved attendance rate in meetings, not to mention the benefits of flexibility, reducing costs and improved accessibility. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve preemptive rights |
Western Europe |
|
We generally recommend FOR because according to our policy, pre- emptive rights allow shareholders to maintain their proportional ownership in the Company in the event of new share issuance, protecting their interests and ensuring they are not diluted by future equity offerings. |
| Eliminate preemptive rights |
United Kingdom |
|
We generally recommend FOR when the disapplication of rights is for 24% or less of shares. |
| Establish the right to call a special meeting |
World |
|
We generally recommend FOR if the proposal will strengthen shareholder rights (i.e. lower the threshold required to call a special meeting). |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Expand the right to act by written consent |
World |
|
We generally recommend FOR because according to our policy, the right to act on written consent allows an increased participation of shareholders in the voting process, thereby democratizing voting and giving shareholders the right to act independently from the management. |
| Redeem a shareholder rights plan |
World |
|
We generally recommend FOR when the additional shares for the beneficiaries of the poison pill are more attractive than takeover by a hostile party. |
| Restrict the right to act by written consent |
World |
|
We generally recommend AGAINST because according to our policy, the right to act on written consent allows an increased participation of shareholders in the voting process, thereby democratizing voting and giving the shareholders the right to act independently from the management. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Restrict the right to call a special meeting |
World |
|
We generally recommend AGAINST the proposal because according to our policy, the ability of shareholders to call special meetings is widely regarded as an important aspect of good corporate governance. We believe the Company’s current threshold appropriately balances the rights of shareholders to call a special meeting with the broader interests of the Company and its shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt confidential voting |
World |
|
We generally recommend FOR because according to our policy, approval of the proposal will preserve the confidentiality and integrity of vote outcomes. |
| Adopt unequal voting rights |
World |
|
We generally recommend AGAINST because according to our policy, in order to provide equal voting rights to all shareholders, companies should not utilize dual class capital structures. |
| Amend the quorum/voting requirement |
World |
|
We generally recommend FOR when the proposed quorum is at least 33% of shares entitled to vote. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve cumulative voting |
World |
China |
We generally recommend AGAINST because according to our policy cumulative voting could make it possible for an individual shareholder or group of shareholders with special interests to elect one or more directors to the Company’s Board of directors to represent their particular interests. Such a shareholder or group of shareholders could have goals that are inconsistent, and could conflict with, the interests and goals of the majority of the Company’s shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve cumulative voting |
China |
|
We generally recommend FOR because according to our policy, cumulative voting allows a significant group of shareholders to elect a director of its choice - safeguarding minority shareholder interests and bringing independent perspectives to Board decisions. |
| Approve plurality voting |
World |
|
We generally recommend FOR plurality voting when plurality voting will only be used in contested situations. In uncontested situations, we do not prefer for plurality voting to be used. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve/increase supermajority voting |
World |
|
We generally recommend AGAINST because according to our policy, a simple majority vote will strengthen the Company’s corporate governance practice. Contrary to supermajority voting, a simple majority standard will give the shareholders equal and fair representation in the Company by limiting the power of shareholders who own a large stake in the entity, therefore, paving the way for a more meaningful voting outcome. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Eliminate cumulative voting |
World |
|
We generally recommend FOR because according to our policy cumulative voting could make it possible for an individual shareholder or group of shareholders with special interests to elect one or more directors to the Company’s Board of directors to represent their particular interests. Such a shareholder or group of shareholders could have goals that are inconsistent, and could conflict with, the interests and goals of the majority of the Company’s shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Eliminate or reduce supermajority voting |
World |
|
We generally recommend FOR because according to our policy, a simple majority vote will strengthen the Company’s corporate governance practice. Contrary to supermajority voting, a simple majority standard will give the shareholders equal and fair representation in the Company by limiting the power of shareholders who own a large stake in the entity and paving the way for a more meaningful voting outcome. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Eliminate unequal voting rights |
World |
|
We generally recommend FOR because according to our policy, companies should ensure that all shareholders are provided with equal voting rights, promoting fairness, accountability, and alignment between economic ownership and control. By adopting a one- share, one-vote structure, the Company can better uphold shareholder democracy and support long-term value creation for all investors. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Appoint an auditor |
World |
|
We generally recommend a vote AGAINST because according to our policy, the appointment of auditors is a responsibility entrusted to the board of directors, specifically the Audit Committee. In our view, the procedures governing the selection of auditors adhere to standard corporate governance and accounting practices. Unless there are significant concerns that could jeopardize the integrity and independence of the auditors, we believe that approving this proposal is neither necessary nor justified at this time. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Limit auditor non-audit services |
World |
|
We generally recommend FOR because according to our policy, auditors should not provide non-audit services. This practice ensures the independence and integrity of the audit process, maintaining objectivity and minimizing any potential conflicts of interest that could undermine the reliability of the Company’s financial reporting. |
| Rotate the auditor |
World |
|
We generally recommend FOR when the auditor is proposed to be rotated no more frequently than every 20 years. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on board member information |
World |
|
We generally recommend AGAINST because according to our policy, the information being requested in the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. |
| Report on board oversight |
World |
|
We generally recommend FOR this proposal when less than 40% of 13 specific board governance criteria are being met. These criteria include items such as: say-on-pay is on the agenda, the CEO and chairman positions are held by different people, and all classes of stock have equal voting rights. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on proxy voting review |
World |
|
We generally recommend FOR this proposal when less than 40% of 13 specific board governance criteria are being met. These criteria include items such as: say-on-pay is on the agenda, the CEO and chairman positions are held by different people, and all classes of stock have equal voting rights. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Issue dividends |
World |
|
We recommend a vote AGAINST this proposal because according to our policy, the Company’s dividend payout plan should be governed by the board of directors after taking into account relevant factors such as the Company’s liquidity and financial position. |
| Issue shares |
World |
|
We generally recommend a vote AGAINST this proposal because according to our policy, the approval could cause potential excessive dilution in the interests of the shareholders and could potentially overvalue the Company’s stock price with such an excessive issuance that is disproportionate to its needs. |
| Require shareholder approval to authorize the issuance of bonds/debentures |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Require shareholder approval to reclassify shares or conversion rights |
World |
|
We generally recommend FOR because according to our policy, companies should ensure that all shareholders are provided with equal voting rights, promoting fairness, accountability, and alignment between economic ownership and control. By adopting a one- share, one-vote structure, the Company can better uphold shareholder democracy and support long-term value creation for all investors. |
| Create a new class of shares |
World |
|
We generally recommend FOR these proposals when the new class of shares to be created will not have blank-check authority and will not have superior voting rights to the existing class of shares. |
| Reclassify/convert shares |
World |
|
We generally recommend FOR if the conversion would provide equal rights to shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt a climate action plan / emissions reduction / resource restriction |
World |
|
We generally recommend AGAINST the proposal, because, according to our policy, its approval would not provide additional benefits or value to shareholders, given the Company’s existing robust policy and strategy on climate change. |
| Adopt a GMO policy |
World |
|
We generally recommend AGAINST because according to our policy, approval of the proposal would impose unnecessary burdens on the Company’s operations. |
| Adopt animal welfare standards |
World |
|
We generally recommend AGAINST because according to our policy, the matters raised in the proposal have already been addressed by the Company. Moreover, the proposal advocates for impractical and imprudent actions that could negatively impact the business and its results. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve an annual advisory vote on climate change |
World |
|
We generally recommend a vote AGAINST because according to our policy, adopting this proposal is unnecessary and unwarranted in light of the Company’s existing approach to climate change and sustainability. The Company already implements effective strategies in these areas, making the proposal redundant. Furthermore, approval would result in significant administrative costs and financial burdens, diverting resources from other critical initiatives. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Reduce fossil fuel financing |
World |
|
We generally recommend AGAINST because according to our policy, the Company is already committed to meeting its climate action goals related to sustainable financing. As businesses move to achieving their net zero goals, we believe that the Company’s current policies in financing will bridge the transition to a low carbon economy. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on animal welfare |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Report on costs and risks associated with a climate (or similar) plan |
World |
|
We generally recommend AGAINST when the report is clearly and fully redundant with other reporting required of the Company. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on GMO |
World |
|
We generally recommend AGAINST because according to our policy, preparing a report regarding GMOs would provide no incremental and meaningful information to the Company’s shareholders. Moreover, given the Company’s current compliance with SEC reporting requirements and other government regulators of GMOs, we believe that approval of this proposal will accrue unnecessary costs and administrative burden to the Company. |
| Report on the company’s climate plan / emissions / resource use |
World |
|
We generally recommend AGAINST when the report is clearly and fully redundant with other reporting required of the Company. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Amend the clawback provision |
World |
|
We generally recommend FOR when the proposal is only asking to expand the clawback provision to include fraud and misconduct. |
| Approve a retirement plan |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Cap executive gross pay |
World |
|
We generally recommend AGAINST this proposal because according to our policy, implementing a cap on executive compensation gross pay, could negatively impact the hiring and retention of the Company’s key executives and employees. Such a restriction would limit the Company’s ability to fully capitalize on the skills, expertise, and experience that individual leaders bring to the organization. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Change the use of ESG metrics in compensation |
World |
|
We generally recommend FOR this resolution when the company has failed our executive compensation test. |
| Deduct stock buybacks from pay |
World |
|
We generally recommend AGAINST because according to our policy, adoption of the proposal will not enhance the Company’s compensation decision-making process. |
| Discontinue executive perquisites |
World |
|
We generally recommend a vote FOR because according to our policy, the granting of executive perquisites has been a key driver of inflated executive compensation. Since these perquisites are not directly linked to company performance, they contribute to compensation packages that may not align with shareholder interests or the Company’s overall success. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Discontinue stock option and bonus programs |
World |
|
We generally recommend FOR this resolution when the company has failed our executive compensation test. |
| Discontinue the professional services allowance |
World |
|
We generally recommend FOR the proposal because according to our policy, limiting the use of corporate funds for the personal benefit of executives is in the best interests of shareholders. |
| Implement an advisory vote on executive compensation |
World |
|
We recommend FOR this Proposal, because according to our policy, an advisory vote on executive compensation helps ensure that pay practices remain fair, transparent, and aligned with shareholder interests. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Implement double triggered vesting |
World |
|
We generally recommend FOR because according to our policy, vesting of equity awards over a period of time is intended to promote long-term improvements in performance. The link between pay and long-term performance can be severed if awards pay out on an accelerated schedule. More importantly, a double trigger vesting provision would provide protection to the Company’s employees in the event of transition or change of control. |
| Include legal/compliance costs in adjustments |
World |
|
We recommend FOR this Proposal, because according to our policy, including legal and compliance costs in performance adjustments ensures that the financial impact of executive decisions is fully reflected, thereby promoting accountability and aligning compensation with effective risk management. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Include performance metrics in compensation |
World |
|
We generally recommend FOR this resolution when the company has failed our executive compensation test. |
| Prohibit equity vesting for government service |
World |
|
We generally recommend AGAINST the proposal, as, according to our policy, its implementation could hinder the Company’s ability to attract key employees. Additionally, it could inadvertently penalize individuals who may wish to enter or return to governmental service. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Remove tax gross-ups |
World |
|
We generally recommend FOR because according to our policy, tax gross-ups payments can lead to unclear compensation packages and do not align with performance-based incentives. Additionally, tax gross-ups can represent a significant cost to companies without providing meaningful benefits to recipients. By eliminating such payments, the Company can promote more transparent, performance-driven compensation structures. |
| Report on executive compensation |
World |
|
We generally recommend FOR when the requested report is not asking for environmental and/or social metrics. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Require a shareholder vote to ratify executive or director severance pay |
World |
|
We generally recommend FOR because according to our policy, excessive executive compensation packages has been an ongoing cause of concern among shareholders and investors. While the Company argues that its severance and termination payments are reasonable, we believe that it is in the best interests of the stockholders if they ratify executive compensation in such form. We believe that approval of this proposal will enable the stockholders to voice their views and opinions regarding the Company’s executive severance payments and will ensure decisions are in their best interests. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Require that executives retain shares |
World |
|
We generally recommend FOR because according to our policy, requiring senior executives to hold a significant portion of stock obtained through executive pay plans aligns the interests of executives with the long-term success of the Company, encouraging decisions that drive sustained value for shareholders and promoting a focus on long-term growth. |
| Use a deferral period for compensation |
World |
|
We generally recommend FOR this resolution when the company has failed our executive compensation test. |
| Use GAAP metrics for compensation |
World |
|
We generally recommend FOR this resolution when the company has failed our executive compensation test. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Allow for the removal of directors without cause |
World |
|
We generally recommend FOR the proposal because according to our policy, allowing to remove directors without cause provides flexibility to the Company to make necessary changes to its leadership when deemed appropriate. Allowing for the removal of directors without cause ensures that the Board can effectively address issues such as performance concerns and maintain the best interests of the Company and its shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Amend the indemnification/liability provisions for directors |
World |
|
We generally recommend FOR because according to our policy, approval of the indemnification and liability provisions will enable the Company to attract, retain, and motivate its directors, whose efforts are crucial to its long-term success. By providing directors with appropriate protection against personal liability, the Company ensures that directors can make decisions in the best interests of the Company without undue concern about personal financial risks. |
| Change the size of the board of directors |
World |
|
We generally recommend FOR if the board size is between 5 and 15. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Classify the board |
World |
|
We generally recommend AGAINST because according to our policy, staggered terms for directors increase the difficulty for shareholders to make fundamental changes to the composition and behavior of a board. We prefer that the entire board of a company be elected annually to provide appropriate responsiveness to shareholders. |
| Create a CEO succession plan |
World |
|
We generally recommend FOR because according to our policy, a CEO succession plan would safeguard a smooth transition and alignment into a new leadership whenever the need arises, thereby ensuring continuity and shareholder confidence in the Company. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Create a key committee |
World |
|
We generally recommend FOR because according to our policy, the board of directors should establish key Board committees— namely Audit, Compensation, and Nominating committees— composed solely of independent outside directors. This structure ensures sound corporate governance practices, enhances objectivity, and strengthens the oversight of critical areas within the Company. |
| Create a non-key committee |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Declassify the board |
World |
|
We generally recommend FOR because according to our policy, staggered terms for directors increase the difficulty for shareholders to make fundamental changes to the composition and behavior of a board. We prefer that the entire board of a company be elected annually to provide appropriate responsiveness to shareholders. |
| Decrease the required director experience / expertise / diversity |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Designate an independent chairman |
World |
|
We generally recommend FOR because according to our policy, there is an inherent potential conflict in having a non- independent director serve as Chairman of the Board. To further ensure independence and accountability in the board room, we believe it is crucial for the Chairman to be independent. This structure enhances effective governance and strengthens the oversight of management, ultimately benefiting the Company and its shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Elect a director to board |
World |
|
We generally recommend AGAINST because according to our policy, allowing a shareholder to elect a director to a board is not in the best interests of the Company. Instead, the board should continue to nominate directors for shareholder approval, as they possess the expertise and resources to find the most qualified candidates. |
| Eliminate term limits |
World |
|
We generally recommend FOR because according to our policy, elimination of term limits will help the Company to attract, retain and motivate directors who can contribute valuable insights and long- term strategic guidance. This will also ensure continuity and strengthen the Company’s governance by retaining knowledgeable and capable leadership of experienced directors. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Eliminate the retirement age requirement |
World |
|
We generally recommend FOR this proposal because, in accordance with our policy, the Company and its shareholders are in the best position to determine the approach to corporate governance, particularly board composition. Imposing inflexible rules, such as age limits for outside directors, does not necessarily correlate with returns or benefits for shareholders. Similar to arbitrary term limits, age limits could force valuable directors off the board solely based on their age, potentially undermining the effectiveness of the board. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Ensure compensation advisor independence |
World |
|
We generally recommend FOR because according to our policy, approval of the proposal would recognize the valuable role of a compensation advisor in ensuring that the Company’s compensation decisions are made based on independent and impartial advice. This helps to ensure fairness and objectivity in setting executive compensation, aligning it with the Company’s long- term goals and best interests of its shareholders. |
| Establish a stakeholder position to board |
World |
|
We generally recommend AGAINST because according to our policy, the current selection process, composition and skillset of the board of directors already captures stakeholder representation in the board room. As such, approval of the proposal would be redundant and duplicative. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Introduce a retirement age requirement |
World |
|
We generally recommend AGAINST this proposal because, in accordance with our policy, the Company and its shareholders are in the best position to determine the approach to corporate governance, particularly board composition. Imposing inflexible rules, such as age limits for outside directors, does not necessarily correlate with returns or benefits for shareholders. Similar to arbitrary term limits, age limits could force valuable directors off the board solely based on their age, potentially undermining the effectiveness of the board. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Introduce term limits |
World |
|
We generally recommend AGAINST this proposal because, in accordance with our policy, it would not serve a useful purpose. Having experienced directors on the board is crucial for the Company’s long-term success and the enhancement of shareholder value. |
| Require director experience / expertise / diversity or other limits on the board |
World |
|
We generally recommend AGAINST because according to our policy, it is in the best interests of the shareholders for the board and nominating committee to manage the composition and qualifications of the board members. |
| Require stock ownership for directors |
World |
|
We generally recommend FOR if the following conditions are met: 1) The cash value of required ownership does not exceed the one-year salary of the lowest-paid director and 2) the director has at least 3 years from their start date to meet the requirement. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Separate the chairman and CEO positions |
World |
|
We generally recommend FOR because according to our policy we believe that there is an inherent potential conflict, in having an inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt a paid sick leave policy |
World |
|
We generally recommend a vote AGAINST because according to our policy, approving this proposal would lead to unnecessary costs and expenses. Additionally, this policy is not universally applicable, as it would only affect the Company’s non-unionized employees. In contrast, unionized employees are typically governed by collective bargaining agreements that address such matters. |
| Modify business operations with a high-risk country, entity, region, etc. |
World |
|
We generally recommend FOR if the country has a score of 4 from the U.S. Department of State travel advisories. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Reduce sales/marketing of alcohol products/ services |
World |
|
We generally recommend AGAINST because according to our policy, approval of the proposal is unnecessary as the Company already complies with the applicable federal laws and regulations and given the Company’s nature of business, we believe that approval of the proposal would significantly impact its operations. |
| Reduce sales/marketing of drug products/ services |
World |
|
We generally recommend AGAINST because according to our policy, approval of the proposal is unnecessary as the Company already complies with the applicable federal laws and regulations and given the Company’s nature of business, we believe that approval of the proposal would significantly impact its operations. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Reduce sales/marketing of gambling products/services |
World |
|
We generally recommend AGAINST because according to our policy, approval of the proposal is unnecessary as the Company already complies with the applicable federal laws and regulations and given the Company’s nature of business, we believe that approval of the proposal would significantly impact its operations. |
| Reduce sales/marketing of other products/ services |
World |
|
We generally recommend AGAINST because according to our policy, approval of the proposal is unnecessary as the Company is already required to comply with applicable federal laws and regulations and given the Company’s nature of business, we believe that approval of the proposal would significantly impact its operations. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Reduce sales/marketing of pornography products/services |
World |
|
We generally recommend AGAINST because according to our policy, approval of the proposal would significantly impact the Company’s business operations. |
| Reduce sales/marketing of tobacco/vape products/services |
World |
|
We generally recommend AGAINST because according to our policy, approval of the proposal is unnecessary as the Company already complies with the applicable federal laws and regulations and given the Company’s nature of business, we believe that approval of the proposal would significantly impact its operations. |
| Reduce sales/marketing of unhealthy foods/ beverages |
World |
|
We generally recommend AGAINST because according to our policy, the Company is already addressing the issues related to the consumption of its products through its sustainability and current marketing initiatives. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Reduce sales/marketing of weapon products/ services |
World |
|
We generally recommend AGAINST because according to our policy, the Company has in place extensive procedures to ensure that weapon sales are made in strict compliance with all applicable United States laws and regulations. |
| Report on artificial intelligence |
World |
|
We generally recommend a vote AGAINST because according to our policy, the proposed report on artificial intelligence would be an unnecessary addition to the Company’s existing efforts in AI reporting. Also, approval of the proposal would pose significant administrative costs and financial burden to the Company. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on content management |
World |
|
We generally recommend AGAINST because according to our policy, approval of this proposal would result in the Company incurring unnecessary costs and expenses. Additionally, it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Report on cybersecurity |
World |
|
We generally recommend AGAINST unless the Company receives a failing grade on their cybersecurity risk score. |
| Report on data privacy |
World |
|
We generally recommend AGAINST when the report is clearly and fully redundant with other reporting required of the Company. |
| Report on high-risk country operations |
World |
|
We generally recommend AGAINST when the report is clearly and fully redundant with other reporting required of the Company. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on intellectual property transfers |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on maternal health outcomes |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on plant closure community impacts |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on product information / production |
World |
|
We generally recommend AGAINST because according to our policy, approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. |
| Report on product pricing/distribution |
World |
|
We generally recommend AGAINST because according to our policy, approval of this proposal would result in the Company incurring unnecessary costs and expenses by duplicating efforts that are already underway and providing additional reports with information that is already available to shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on public health risks |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on suppliers / partners / customers / sales |
World |
|
We generally recommend AGAINST because according to our policy, approval of this proposal would result in the Company incurring unnecessary costs and expenses. Additionally, it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Report on worker health and safety |
World |
|
We generally recommend AGAINST when the report is clearly and fully redundant with other reporting required of the Company. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Address fair lending |
World |
|
We generally recommend AGAINST the proposal because, according to our policy, it would not meaningfully improve the Company’s existing robust policies and risk oversight structure, nor enhance any current disclosures that provide shareholders with meaningful information on how the Company addresses and oversees risks related to discrimination. Additionally, we are concerned that such an evaluation could, in today’s highly litigious environment, inadvertently provide a roadmap for lawsuits against the Company, potentially leading to significant legal costs for shareholders in the long term. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Address income inequality |
World |
|
We generally recommend AGAINST because according to our policy, the Company’s existing compensation processes are guided by the fundamental principle that decisions are made on the basis of the individual’s personal capabilities, qualifications and contributions to the Company’s needs and not on gender. Moreover, given the Company’s current efforts to equal employment opportunity, we believe that approval of this proposal will accrue unnecessary costs and administrative burden to the Company. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Address labor disputes |
World |
|
We generally recommend AGAINST this proposal because, in accordance with our policy, the Company has already addressed the labor concerns raised in the proposal. As such, approval of the requested report is unnecessary and would result in significant administrative costs, diverting Company resources from more relevant and meaningful priorities. |
| Address sexual harassment complaints |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Adopt an anti-discrimination policy |
World |
|
We generally recommend AGAINST because according to our policy, this could put the Company in an uncompetitive position in terms of hiring prospective talents due to the rigid requirements of the proposal. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt diversity-based hiring |
World |
|
We generally recommend AGAINST because according to our policy, this could put the Company in an uncompetitive position in terms of hiring prospective talents due to the rigid requirements of the proposal. |
| Adopt merit-based hiring |
World |
|
We generally recommend AGAINST because according to our policy, this could put the Company in an uncompetitive position in terms of hiring prospective talents due to the rigid requirements of the proposal. |
| Become a public benefit corporation |
World |
|
We generally recommend AGAINST because according to our policy, the proposal is not necessary and is not in the best long-term interest of the Company and its shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Provide a human rights impact assessment |
World |
|
We generally recommend a vote AGAINST because, while human rights impact assessments (HRIAs) are valuable for identifying and mitigating risks, mandating rigid reporting can undermine their effectiveness. Such reporting requirements may encourage superficial compliance without meaningful human rights improvements. |
| Provide a report promoting DEI practices |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on abortion policy |
World |
|
We generally recommend AGAINST because according to our policy, providing a report on a highly sensitive topic could cause divisiveness among the Company, its employees, customers and shareholders. The complexity of views drawn from reporting the policies on abortion or something similar could pose significant reputational and legal risks for the Company which could subsequently affect its operations and performance. |
| Report on collective bargaining/union relations |
World |
|
We generally recommend AGAINST this proposal because, in line with our policy and given the Company’s compliance with applicable laws regarding freedom of association, we believe its approval would not provide additional benefits to employees or create further value for shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on fetal tissue use |
World |
|
We generally recommend AGAINST because according to our policy, providing a report on a highly sensitive topic could cause divisiveness among the Company, its employees, customers and shareholders. The complexity of views drawn from reporting the policies on fetal tissue use or something similar could pose significant reputational and legal risks for the Company which could subsequently affect its operations and performance. |
| Report on human trafficking |
World |
|
We generally recommend AGAINST because according to our policy and given the Company’s current policies which effectively articulate their long-standing support for, and continued commitment to, human rights, the proposal would be duplicative and unnecessary. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on in vitro fertilization |
World |
|
We generally recommend AGAINST because according to our policy, providing a report on a highly sensitive topic could cause divisiveness among the Company, its employees, customers and shareholders. The complexity of views drawn from reporting the policies on abortion or something similar could pose significant reputational and legal risks for the Company which could subsequently affect its operations and performance. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on prison/slave/child labor |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Report on sexual harassment complaints |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on the costs/risks of DEI practices |
World |
|
We generally recommend AGAINST this proposal because, in accordance with our policy, conducting a cost/ benefit report or a stand-alone DEI audit by the Company or a group acting on its behalf could potentially uncover violations of regulations or laws, which could pose both legal and reputational risks. Additionally, we are concerned that such report could, in our highly litigious society, serve as a roadmap for lawsuits against the Company, potentially leading to significant costs for shareholders in the long term. |
| Report on worker misclassification |
World |
|
We generally recommend AGAINST because according to our policy, approval of the proposal would not create additional benefits to the employees or value for the shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Request the company cease or re-evaluate DEI activities |
World |
|
We generally recommend AGAINST this Proposal because, according to our policy, requests to cease or re-evaluate DEI activities risk undermining the significant benefits that diversity, equity, and inclusion bring to the company. Scaling back these efforts could also negatively affect talent attraction, retention, and overall company performance. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Rescind the racial equity audit |
World |
|
We generally recommend a vote AGAINST because, according to our policy, the proposed rescinding of the racial audit undermines efforts to assess the impacts of the Company’s diversity, equity, and inclusion (DEI) practices. Racial audits are essential in identifying and addressing disparities, and reversing this initiative would limit shareholders’ ability to evaluate the materiality and effectiveness of the Company’s DEI efforts. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt exclusive forum bylaws |
World |
|
We generally recommend FOR because according to our policy, having an exclusive forum will allow the Company to address disputes and litigations in an exclusive jurisdiction, with familiarity of the law, and reduce the administrative cost and burden related to settlement. |
| Relinquish intellectual property |
World |
|
We generally recommend AGAINST because according to our policy the proposal would not meaningfully improve the Company’s disclosure and reporting policies in place but is rather duplicative of its current efforts in addressing issues with product access and pricing. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on concealment clauses |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on employee arbitration claims |
World |
|
We generally recommend AGAINST this proposal because, in accordance with our policy, it presents a one-size- fits-all approach that could adversely impact the Company’s ability to effectively use arbitration. |
| Report on patent process |
World |
|
We generally recommend AGAINST because according to our policy the proposal would not meaningfully improve the Company’s disclosure and reporting policies in place and we do not believe the report would result in any additional benefit to shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on whistleblowers |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Make a self-tender offer |
World |
|
We generally recommend AGAINST because according to our policy, the proposal is not necessary and is not in the best long-term interest of the Company and its shareholders. |
| Remove an antitakeover provision(s) |
World |
|
We generally recommend AGAINST because according to our policy, removal of the Company’s antitakeover provisions may leave the Company vulnerable to a hostile takeover. Additionally, the current antitakeover provisions provide more time for management to consider offers and negotiate better terms. |
| Request an M&A / restructure |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Ratify a poison pill |
World |
|
We generally recommend a vote FOR because according to our policy, approval of the proposal will acknowledge both the advantages and inherent risks of implementing a shareholder rights plan, or poison pill. While these plans can deter hostile takeovers, they also carry the risk of management entrenchment in some cases. Ensuring that shareholders are given a voice on the advisability of such a plan is crucial to safeguarding the Company from these risks, promoting transparency, and maintaining a balance between protecting shareholder interests and preventing potential misuse of the plan. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Convert the closed-end fund to an open-end fund |
World |
|
We generally recommend a vote AGAINST this proposal because, according to our policy, a closed-end fund structure tends to provide higher returns to shareholders, as the value of shares is influenced by market dynamics, which can result in trading at a premium or discount to NAV. Additionally, closed-end funds often generate higher income by utilizing leverage, making them particularly attractive to income-focused investors. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt MacBride Principles, Sullivan Principles, or similar |
World |
|
We generally recommend AGAINST because adoption of this proposal would be duplicative and would make the Company unnecessarily accountable to different sets of overlapping fair employment guidelines that are already covered in its policies. |
| Approve other company policies |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Disassociate from industry associations |
World |
|
We generally recommend AGAINST because according to our policy, companies benefit from industry associations, especially when it comes to influential policies that can directly affect businesses. As such, disassociation from such groups could potentially pose potential reputational and systemic risks that could be detrimental to the Company’s business in the long-run. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Prepare an independent third-party audit |
World |
|
We generally recommend AGAINST this proposal because, in accordance with our policy, conducting a stand- alone audit by the Company or a group acting on its behalf could potentially reveal violations of regulations and laws, which could be legally and reputationally problematic. Additionally, we are concerned that such an audit could, in our highly litigious society, provide a roadmap for lawsuits against the Company, which could result in significant costs for shareholders over the long term. |
| Report on another matter |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on key-person risk |
World |
|
We generally recommend FOR because according to our policy, the requested report would be beneficial to the Company in mitigating risks associated with key persons whose services and contributions are crucial to its success. Additionally, the proposal would enable the Company to develop effective succession plans, ensuring continuity and minimizing disruption in the event of the departure of these key individuals. |
| Reimburse proxy contest expenses |
World |
|
This proposal is considered on a case-by-case basis by the guidelines committee. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on charitable contributions |
World |
|
We generally recommend AGAINST this proposal because, in accordance with our policy, the Company already carefully evaluates and reviews its charitable activities, and makes information about its corporate giving publicly available. We do not believe that implementing the proposal would justify the administrative costs and efforts, nor would it provide a meaningful benefit to the Company’s shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on government financial support |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on lobbying expenditures |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on partnerships with political (or globalist) organizations |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on political contributions |
World |
|
We generally recommend AGAINST because according to our policy and given the current applicable laws and regulations that the Company must comply with, we do not believe that the requested report would add meaningful value to the policies, processes, practices, and resources that are already in place. Additionally, approval of this proposal would result in the Company incurring unnecessary costs and expenses as it is in the best interests of shareholders for the board to manage the Company’s disclosures and risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Report on public policy advocacy |
World |
|
We generally recommend AGAINST because according to our policy and given the Company’s policies and oversight mechanisms related to its political contributions and activities, we believe that the shareholder proposal is unnecessary and will not result in any additional benefit to the shareholders. Rather, the proposal promotes impractical and imprudent actions that would negatively affect the business and results. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Revoke a public policy endorsement |
World |
|
We generally recommend AGAINST because according to our policy, political endorsement and spending is an integral part of a business, as Companies should have a voice on policies affecting them. As such, approval of this proposal will strictly limit the Company’s flexibility in supporting the advocacies that are congruent with its business. |
| Support a public policy endorsement |
World |
|
We generally recommend AGAINST because according to our policy, although the Company must comply with federal, state, and local campaign finance and lobbying regulations that are currently in place, we believe that political endorsements, often in the form of contributions, increase the possibility of misalignment with corporate values which in turn could lead to reputational risks. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt a fair elections/advance notice bylaw |
Canada |
|
We generally recommend FOR when the policy stipulates that nominations must be submitted no later than 30-65 days before the annual meeting and that nominations must be submitted no earlier than 30-65 days prior to the annual meeting. |
| Adopt a fair elections/advance notice bylaw |
United States |
|
We generally recommend FOR when the policy stipulates that nominations must be submitted no later than 60-90 days prior to the annual meeting and that nominations must be submitted no earlier than 120- 150 days prior to the annual meeting. |
| Adopt/increase proxy access |
World |
|
We generally recommend FOR when the proposed ownership requirement is at least 3%. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Allow virtual-only shareholder meetings |
World |
|
We recommend AGAINST this Proposal, because according to our policy, virtual meetings should complement, not replace, in-person shareholder meetings, as relying solely on them may undermine transparency and shareholder participation. |
| Establish the right to call a special meeting |
World |
|
We generally recommend FOR if the proposal will strengthen shareholder rights (i.e. lower the threshold required to call a special meeting). |
| Introduce the right to act by written consent |
World |
|
We generally recommend FOR because according to our policy, the right to act on written consent allows an increased participation of shareholders in the voting process, thereby democratizing voting and giving shareholders the right to act independently from the management. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Oppose the right to act by written consent |
World |
|
We generally recommend AGAINST because according to our policy, the right to act on written consent allows an increased participation of shareholders in the voting process, thereby democratizing voting and giving the shareholders the right to act independently from the management. |
| Require shareholder approval for bylaw amendments |
World |
|
We generally recommend FOR because according to our policy, approval of the proposal will ensure that shareholders have a voice in revising or adopting the bylaws which could compromise their interests. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Adopt a majority vote for director election |
World |
|
We generally recommend a vote FOR because according to our policy, a majority vote requirement in boardroom elections enhance director accountability to shareholders. This standard ensures that shareholder dissatisfaction with director performance has tangible consequences, transforming the election process from a mere formality into one that truly reflects shareholders’ voices. |
| Adopt confidential voting |
World |
|
We generally recommend FOR because according to our policy, approval of the proposal will preserve the confidentiality and integrity of vote outcomes. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve cumulative voting |
World |
|
We generally recommend AGAINST because according to our policy cumulative voting could make it possible for an individual shareholder or group of shareholders with special interests to elect one or more directors to the Company’s Board of directors to represent their particular interests. Such a shareholder or group of shareholders could have goals that are inconsistent, and could conflict with, the interests and goals of the majority of the Company’s shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Approve/increase supermajority voting |
World |
|
We generally recommend AGAINST because according to our policy, a simple majority vote will strengthen the Company’s corporate governance practice. Contrary to supermajority voting, a simple majority standard will give the shareholders equal and fair representation in the Company by limiting the power of shareholders who own a large stake in the entity, therefore, paving the way for a more meaningful voting outcome. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Eliminate cumulative voting |
World |
|
We generally recommend FOR because according to our policy cumulative voting could make it possible for an individual shareholder or group of shareholders with special interests to elect one or more directors to the Company’s Board of directors to represent their particular interests. Such a shareholder or group of shareholders could have goals that are inconsistent, and could conflict with, the interests and goals of the majority of the Company’s shareholders. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Eliminate or reduce supermajority voting |
World |
|
We generally recommend FOR because according to our policy, a simple majority vote will strengthen the Company’s corporate governance practice. Contrary to supermajority voting, a simple majority standard will give the shareholders equal and fair representation in the Company by limiting the power of shareholders who own a large stake in the entity and paving the way for a more meaningful voting outcome. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Promote equal voting rights |
World |
|
We generally recommend FOR because according to our policy, a differential in voting power may have the effect of denying shareholders the opportunity to vote on matters of critical economic importance to them. In order to provide equal voting right to all shareholders, we prefer that companies do not utilize multiple class capital structures. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Restrict nomination of directors |
World |
|
We generally recommend a vote FOR because, according to our policy, a simple majority requirement in director elections, combined with a mandatory resignation policy and prohibition on the renomination of directors, ensures that the election results accurately reflect shareholder sentiment. Specifically, this approach addresses situations where a director receives less than a majority of votes, aligning the election outcome with shareholder expectations and maintaining effective governance. |
| Proposal |
Region(s) to Include |
Region(s) to Exclude |
Vote Recommendation |
| Tabulate proxy voting |
World |
|
We generally recommend FOR because according to our policy, adoption of proxy tabulation simplifies the voting process without compromising transparency or shareholder participation. This streamlined approach ensures that shareholder votes are accurately counted and reported, making it easier for investors to engage in the decision- making process. At the same time, it preserves the integrity and transparency of the voting process, ensuring that all shareholders have an equal opportunity to influence key decisions while promoting efficient governance practices. |
| A-1 |
A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligations is extremely strong. |
| A-2 |
A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory. |
| A-3 |
A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation. |
| B |
A short-term obligation rated ‘B' is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor's inadequate capacity to meet its financial commitments. |
| C |
A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. |
| D |
A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring. |
| F1 |
HIGHEST SHORT-TERM CREDIT QUALITY. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature. |
| F2 |
GOOD SHORT-TERM CREDIT QUALITY. Good intrinsic capacity for timely payment of financial commitments. |
| F3 |
FAIR SHORT-TERM CREDIT QUALITY. The intrinsic capacity for timely payment of financial commitments is adequate. |
| B |
SPECULATIVE SHORT-TERM CREDIT QUALITY. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. |
| C |
HIGH SHORT-TERM DEFAULT RISK. Default is a real possibility. |
| RD |
RESTRICTED DEFAULT. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only. |
| D |
DEFAULT. Indicates a broad-based default event for an entity, or the default of a short- term obligation. |
| P-1 |
Ratings of Prime-1 reflect a superior ability to repay short-term debt obligations. |
| P-2 |
Ratings of Prime-2 reflect a strong ability to repay short-term debt obligations. |
| P-3 |
Ratings of Prime-3 reflect an acceptable ability to repay short-term obligations. |
| NP |
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
| R-1 (high) |
Highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events. |
| R-1 (middle) |
Superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively modest degree. Unlikely to be significantly vulnerable to future events. |
| R-1 (low) |
Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
| R-2 (high) |
Upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. |
| R-2 (middle) |
Adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality. |
| R-2 (low) |
Lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability to meet such obligations. |
| R-3 |
Lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments. |
| R-4 |
Speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain. |
| R-5 |
Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due. |
| D |
When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to D may occur. DBRS Morningstar may also use SD (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange.” |
| AAA |
An obligation rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong. |
| AA |
An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong. |
| A |
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong. |
| BBB |
An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation. |
| BB,B,CCC,CC and C |
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions. |
| BB |
An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation. |
| B |
An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation. |
| CCC |
An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation. |
| CC |
An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default. |
| C |
An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher. |
| D |
An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring. |
| AAA |
HIGHEST CREDIT QUALITY. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
| AA |
VERY HIGH CREDIT QUALITY. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
| A |
HIGH CREDIT QUALITY. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. |
| BBB |
GOOD CREDIT QUALITY. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. |
| BB |
SPECULATIVE. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments. |
| B |
HIGHLY SPECULATIVE. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. |
| CCC |
SUBSTANTIAL CREDIT RISK. Default is a real possibility. |
| CC |
VERY HIGH LEVELS OF CREDIT RISK. Default of some kind appears probable. |
| C |
NEAR DEFAULT. A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a ‘C’ category rating for an issuer include: |
| |
●the issuer has entered into a grace or cure period following non-payment of a material financial obligation; ●the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; ●the formal announcement by the issuer or their agent of a distressed debt exchange; ●a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent. |
| RD |
RESTRICTED DEFAULT. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced: |
| |
●an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation, but ●has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and ●has not otherwise ceased operating. This would include: ●the selective payment default on a specific class or currency of debt; ●the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; ●the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a distressed debt exchange on one or more material financial obligations. |
| D |
DEFAULT. ‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business. |
| Aaa |
Obligations rated Aaa are judged to be of the highest quality, with minimal risk. |
| Aa |
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
| A |
Obligations rated A are judged to be upper-medium-grade and are subject to low credit risk. |
| Baa |
Obligations rated Baa are subject to moderate credit risk. They are considered medium- grade and as such may possess certain speculative characteristics. |
| Ba |
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk. |
| B |
Obligations rated B are considered speculative and are subject to high credit risk. |
| Caa |
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk. |
| Ca |
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery in principal and interest. |
| C |
Obligations rated C are the lowest-rated class of bonds and are typically in default, with little prospect for recovery of principal or interest. |
| AAA |
Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events. |
| AA |
Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly vulnerable to future events. |
| A |
Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying negative factors are considered manageable. |
| BBB |
Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events. |
| BB |
Speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events. |
| B |
Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations. |
| CCC/CC/C |
Very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C ratings are normally applied to obligations that are seen as highly likely to default, or subordinated to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the C category. |
| D |
When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to D may occur. DBRS Morningstar may also use SD (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange.” |
| AAA |
An insurer rated ‘AAA’ has extremely strong financial security characteristics. ‘AAA’ is the highest insurer financial strength rating assigned by S&P Global Ratings. |
| AA |
An insurer rated ‘AA’ has very strong financial security characteristics, differing only slightly from those rated higher. |
| A |
An insurer rated ‘A’ has strong financial security characteristics, but is somewhat more likely to be affected by adverse business conditions than are insurers with higher ratings. |
| BBB |
An insurer rated ‘BBB’ has good financial security characteristics, but is more likely to be affected by adverse business conditions than are higher-rated insurers. |
| BB, B, CCC, and CC |
An insurer rated ‘BB’ or lower is regarded as having vulnerable characteristics that may outweigh its strengths, ‘BB’ indicates the least degree of vulnerability within the range and ‘CC’ the highest. |
| BB |
An insurer rated ‘BB’ has marginal financial security characteristics. Positive attributes exist, but adverse business conditions could lead to insufficient ability to meet financial commitments. |
| B |
An insurer rated ‘B’ has weak financial security characteristics. Adverse business conditions will likely impair its ability to meet financial commitments. |
| CCC |
An insurer rated ‘CCC’ has very weak financial security characteristics, and is dependent on favorable business conditions to meet financial commitments. |
| CC |
An insurer rated ‘CC’ has extremely weak financial security characteristics and is likely not to meet some of its financial commitments. |
| SD and D |
An insurer rated ‘SD’ (selective default) or ‘D’ is in default on one or more of its insurance policy obligations. |
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The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on a policy obligation are at risk. A ‘D’ rating is assigned when S&P Global Ratings believes that the default will be a general default and that the obligor will fail to pay substantially all of its obligations in full in accordance with the policy terms. |
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An ‘SD’ rating is assigned when S&P Global Ratings believes that the insurer has selectively defaulted on a specific class of policies but it will continue to meet its payment obligations on other classes of obligations. An ‘SD’ includes the completion of a distressed debt restructuring. Claim denials due to lack of coverage or other legally permitted defenses are not considered defaults. |
| AAA |
EXCEPTIONALLY STRONG. ‘AAA’ IFS Ratings denote the lowest expectation of ceased or interrupted payments. They are assigned only in the case of exceptionally strong capacity to meet policyholder and contract obligations. This capacity is highly unlikely to be adversely affected by foreseeable events. |
| AA |
VERY STRONG. ‘AA’ IFS Ratings denote a very low expectation of ceased or interrupted payments. They indicate very strong capacity to meet policyholder and contract obligations. This capacity is not significantly vulnerable to foreseeable events. |
| A |
STRONG. ‘A’ IFS Ratings denote a low expectation of ceased or interrupted payments. They indicate strong capacity to meet policyholder and contract obligations. This capacity may, nonetheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. |
| BBB |
GOOD. ‘BBB’ IFS Ratings indicate that there is currently a low expectation of ceased or interrupted payments. The capacity to meet policyholder and contract obligations on a timely basis is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impact this capacity. |
| BB |
MODERATELY WEAK. ‘BB’ IFS Ratings indicate that there is an elevated vulnerability to ceased or interrupted payments, particularly as the result of adverse economic or market changes over time. However, business or financial alternatives may be available to allow for policyholder and contract obligations to be met in a timely manner. |
| B |
WEAK. ‘B’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, there is significant risk that ceased or interrupted payments could occur in the future, but a limited margin of safety remains. Capacity for continued timely payments is contingent upon a sustained, favorable business and economic environment, and favorable market conditions. Alternatively, a ‘B’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, but with the potential for extremely high recoveries. Such obligations would possess a recovery assessment of ‘RR1’ (Outstanding). |
| CCC |
VERY WEAK. ‘CCC’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, there is a real possibility that ceased or interrupted payments could occur in the future. Capacity for continued timely payments is solely reliant upon a sustained, favorable business and economic environment, and favorable market conditions. Alternatively, a ‘CCC’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, and with the potential for average to superior recoveries. Such obligations would possess a recovery assessment of ‘RR2’ (Superior), ‘RR3’ (Good), and ‘RR4’ (Average). |
| CC |
EXTREMELY WEAK. ‘CC’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, it is probable that ceased or interrupted payments will occur in the future. Alternatively, a ‘CC’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, with the potential for average to below-average recoveries. Such obligations would possess a recovery assessment of ‘RR4’ (Average) or ‘RR5’ (Below Average). |
| C |
DISTRESSED. ‘C’ IFS Ratings indicate two possible conditions. If obligations are still being met on a timely basis, ceased or interrupted payments are imminent. Alternatively, a ‘C’ IFS Rating is assigned to obligations that have experienced ceased or interrupted payments, and with the potential for below average to poor recoveries. Such obligations would possess a recovery assessment of ‘RR5’ (Below Average) or ‘RR6’ (Poor). |
| F1 |
Insurers are viewed as having a strong capacity to meet their near-term obligations. When an insurer rated in this rating category is designated with a (+) sign, it is viewed as having a very strong capacity to meet near-term obligations. |
| F2 |
Insurers are viewed as having a good capacity to meet their near-term obligations. |
| F3 |
Insurers are viewed as having an adequate capacity to meet their near-term obligations. |
| B |
Insurers are viewed as having a weak capacity to meet their near-term obligations. |
| C |
Insurers are viewed as having a very weak capacity to meet their near-term obligations. |
| RR1 |
OUTSTANDING RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR1’ rated securities have characteristics consistent with securities historically recovering 91%–100% of current principal and related interest. |
| RR2 |
SUPERIOR RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR2’ rated securities have characteristics consistent with securities historically recovering 71%–90% of current principal and related interest. |
| RR3 |
GOOD RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR3’ rated securities have characteristics consistent with securities historically recovering 51%–70% of current principal and related interest. |
| RR4 |
AVERAGE RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR4’ rated securities have characteristics consistent with securities historically recovering 31%–50% of current principal and related interest. |
| RR5 |
BELOW AVERAGE RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR5’ rated securities have characteristics consistent with securities historically recovering 11%– 30% of current principal and related interest. |
| RR6 |
POOR RECOVERY PROSPECTS GIVEN DEFAULT. ‘RR6’ rated securities have characteristics consistent with securities historically recovering 0%–10% of current principal and related interest. |
| Aaa |
Insurance companies rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
| Aa |
Insurance companies rated Aa are judged to be of high quality and are subject to very low credit risk. |
| A |
Insurance companies rated A are judged to be upper-medium grade and are subject to low credit risk. |
| Baa |
Insurance companies rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
| Ba |
Insurance companies rated Ba are judged to be speculative and are subject to substantial credit risk. |
| B |
Insurance companies rated B are considered speculative and are subject to high credit risk. |
| Caa |
Insurance companies rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
| Ca |
Insurance companies rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
| C |
Insurance companies rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
| P-1 |
Ratings of Prime-1 reflect a superior ability to repay short-term debt obligations. |
| P-2 |
Ratings of Prime-2 reflect a strong ability to repay short-term debt obligations. |
| P-3 |
Ratings of Prime-3 reflect an acceptable ability to repay short-term obligations. |
| P-4 |
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
| SP-1 |
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. |
| SP-2 |
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. |
| SP-3 |
Speculative capacity to pay principal and interest. |
| D |
‘D’ is assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example, due to automatic stay provisions. |
| MIG 1 |
This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing. |
| MIG 2 |
This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. |
| MIG 3 |
This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established. |
| SG |
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. |
| VMIG 1 |
This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
| VMIG 2 |
This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
| VMIG 3 |
This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
| SG |
This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural or legal protections necessary to ensure the timely payment of purchase price upon demand. |
| Pfd-1 |
Preferred shares rated Pfd-1 are generally of superior credit quality, and are supported by entities with strong earnings and balance sheet characteristics. Pfd-1 ratings generally correspond with issuers with a AAA or AA category reference point.1 |
| Pfd-2 |
Preferred shares rated Pfd-2 are generally of good credit quality. Protection of dividends and principal is still substantial, but earnings, the balance sheet and coverage ratios are not as strong as Pfd-1 rated companies. Generally, Pfd-2 ratings correspond with issuers with an A category or higher reference point. |
| Pfd-3 |
Preferred shares rated Pfd-3 are generally of adequate credit quality. While protection of dividends and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which detract from debt protection. Pfd-3 ratings generally correspond with issuers with a BBB category or higher reference point. |
| Pfd-4 |
Preferred shares rated Pfd-4 are generally speculative, where the degree of protection afforded to dividends and principal is uncertain, particularly during periods of economic adversity. Issuers with preferred shares rated Pfd-4 generally correspond with issuers with a BB category or higher reference point. |
| Pfd-5 |
Preferred shares rated Pfd-5 are generally highly speculative and the ability of the entity to maintain timely dividend and principal payments in the future is highly uncertain. Entities with a Pfd-5 rating generally correspond with issuers with a B category or higher reference point. Preferred shares rated Pfd-5 often have characteristics that, if not remedied, may lead to default. |
| D |
When the issuer has filed under any applicable bankruptcy, insolvency or winding up or the issuer is in default per the legal documents, a downgrade to D may occur. Because preferred share dividends are only payable when approved, the non-payment of a preferred share dividend does not necessarily result in a D. DBRS Morningstar may also use SD (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”. See the Default Definition document posted on the website for more information. |
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| (h)(2)(b) |
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| (h)(3) |
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| (h)(4)(a) |
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| (h)(4)(b) |
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| (h)(4)(c) |
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| (h)(4)(d) |
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| (h)(4)(e) |
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| (h)(5)(a) |
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| (h)(5)(b) |
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| (h)(6) |
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| (h)(7)(a) |
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| (h)(7)(d) |
| (h)(7)(e) |
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| (h)(7)(f) |
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| (h)(7)(g) |
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| (h)(7)(h) |
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| (h)(7)(i) |
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| (h)(7)(j) |
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| (i) Legal Opinion | |
| |
|
| (j) Other Opinions | |
| |
|
| (k) Omitted Financial Statements: Not applicable. | |
| (l) Initial Capital Agreements: Not applicable. | |
| (m) Rule 12b-1 Plan: Not applicable. | |
| (n) Rule 18f-3 Plan: Not applicable. | |
| (o) Reserved. | |
| (p) Codes of Ethics | |
| (p)(1) |
|
| (p)(2) |
|
| (p)(3) |
|
| (q) Power of Attorney | |
| (q)(1) |
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| (q)(2) |
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| (q)(3) |
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| EX-101.INS |
XBRL Instance Document - the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| EX-101.SCH |
XBRL Taxonomy Extension Schema Document. |
| EX-101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document. |
| EX-101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document. |
| EX-101.LAB |
XBRL Taxonomy Extension Labels Linkbase Document. |
| EX-101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document. |
| Name with Registrant |
Positions and Office with JPMorgan Distribution Services, Inc. |
Positions and Offices with the Funds |
| Wendy K. Barta |
Director, President & Managing Director |
None |
| Jason Chodos |
Managing Director & Chief Risk Officer |
None |
| Andrea L. Lisher |
Director & Managing Director |
None |
| Michael R. Machulski |
Director & Managing Director |
None |
| Joseph F. Sanzone |
Director & Managing Director |
None |
| Matthew J. Kamburowski |
Managing Director |
President & Principal Executive Officer |
| Frank J. Drozek |
Executive Director & Assistant Treasurer |
None |
| Name with Registrant |
Positions and Office with JPMorgan Distribution Services, Inc. |
Positions and Offices with the Funds |
| James A. Hoffman |
Executive Director & Chief Administrative Officer |
None |
| Rachel Horn |
Executive Director & Assistant Secretary |
None |
| Kevin Kloza |
Executive Director & Chief Compliance Officer |
None |
| Carmine Lekstutis |
Executive Director & Chief Legal Officer |
Assistant Secretary |
| Christopher J. Mohr |
Executive Director & Assistant Treasurer |
None |
| Christopher G. Sprules |
Executive Director & Treasurer |
None |
| Adetunji Ogunmefun |
Vice President & Secretary |
None |
| Sarah A. Clark |
Vice President & Assistant Secretary |
None |
| Andrea Belen Daneri |
Vice President & Assistant Secretary |
None |
| Chike N. Egbuniwe |
Vice President & Assistant Secretary |
None |
| Ken Corrado |
Anti-Money Laundering Compliance Officer |
None |
| Alysee N. Pelletier |
Vice President & Assistant Secretary |
None |
| Emilia Wade |
Assistant Secretary |
None |
| J.P. Morgan Exchange-Traded Fund Trust | |
| By: |
Matthew J. Kamburowski* |
| |
Name: Matthew J. Kamburowski |
| |
Title: President and Principal Executive Officer |
| Stephen P. Fisher* |
| Stephen P. Fisher |
| Trustee |
| Gary L. French* |
| Gary L. French |
| Trustee |
| Kathleen M. Gallagher* |
| Kathleen M. Gallagher |
| Trustee |
| Robert J. Grassi* |
| Robert J. Grassi |
| Trustee |
| Frankie D. Hughes* |
| Frankie D. Hughes |
| Trustee |
| Raymond Kanner* |
| Raymond Kanner |
| Trustee |
| Thomas P. Lemke* |
| Thomas P. Lemke |
| Trustee |
| Timothy J. Clemens* |
| Timothy J. Clemens |
| Treasurer and Principal Financial Officer |
| *By |
/s/ Henry Pickell |
| |
Henry Pickell |
| |
Attorney-In-Fact |
| Brenda Lyons* |
| Brenda Lyons |
| Trustee |
| Mary E. Martinez* |
| Mary E. Martinez |
| Trustee |
| Marilyn McCoy* |
| Marilyn McCoy |
| Trustee |
| Shaun Real* |
| Shaun Real |
| Trustee |
| Emily A. Youssouf* |
| Emily A. Youssouf |
| Trustee |
| Robert F. Deutsch* |
| Robert F. Deutsch |
| Trustee |
| Nina O. Shenker* |
| Nina O. Shenker |
| Trustee |
| Matthew J. Kamburowski* |
| Matthew J. Kamburowski |
| President and Principal Executive Officer |
| Exhibit No. |
Description |
| (i) |
Opinion and consent of counsel. |
| (j) |
Consent of independent registered accounting firm. |
| EX-101.INS |
XBRL Instance Document - the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| EX-101.SCH |
XBRL Taxonomy Extension Schema Document. |
| EX-101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document. |
| EX-101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document. |
| EX-101.LAB |
XBRL Taxonomy Extension Labels Linkbase Document. |
| EX-101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document. |