MSCI ESG Research LLC
7 World Trade Center
250 Greenwich Street, 49th Floor
New York, NY 10007
Tel. 212-804-5299
www.msci.com/esg-ratings
This brochure was last updated on March 26, 2024

This brochure provides information about the qualifications and business practices of MSCI ESG
Research LLC. If you have any questions about the contents of this brochure, please contact theChief Compliance Officer, Jerry S. Lettieri. He can be reached at (212) 981-1089 or at
Jerry.Lettieri@msci.com. The information in this brochure has not been approved or verified by
the United States Securities and Exchange Commission or by any state securities authority. MSCIESG Research LLC is registered with the SEC as an investment adviser; however, please note thatsuch registration does not imply a certain level of skill or training.
Additional information about MSCI ESG Research LLC is available on the SEC’s website atwww.adviserinfo.sec.gov.

1TABLE OF CONTENTS*

Table of Contents
A. ADVISORY BUSINESS ................................................................................................................................ 3
1. Background ...................................................................................................................................... 3
2. Services Provided ............................................................................................................................. 3
B.

FEES AND COMPENSATION................................................................................................................... 5C.

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ......................................................... 5

D.

TYPES OF CLIENTS ................................................................................................................................. 5E.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS .............................................. 5F.

DISCIPLINARY INFORMATION ............................................................................................................... 6G.

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .............................................................. 6

H.

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING
1. Code of Ethics Generally .................................................................................................................. 7
2. Standards of Conduct....................................................................................................................... 7
3. Additional Measures to Address Conflicts of Interest ..................................................................... 7
4. Participation or Interest in Client Transactions................................................................................ 7
5. Personal Trading .............................................................................................................................. 8I.

BROKERAGE PRACTICES ........................................................................................................................ 8J.

REVIEW OF ACCOUNTS ......................................................................................................................... 8K.

CLIENT REFERRALS AND OTHER COMPENSATION ................................................................................ 8L.

CUSTODY ............................................................................................................................................... 8

M. INVESTMENT DISCRETION .................................................................................................................... 9N.

VOTING CLIENT SECURITIES .................................................................................................................. 9

O. FINANCIAL INFORMATION....................................................................................................................... 9

A NOTE ABOUT THE FORMAT OF THIS BROCHURE: The SEC requires all investment advisers to organize theirdisclosure documents according to specific categories, some of which may not pertain to a particular adviser's business.
Where a required category is not relevant to its business, MSCI ESG Research will list the category and state that it does
not apply.

*2

A. ADVISORY BUSINESS
1. Background
MSCI ESG Research products and services are designed to provide in-depth research, ratings and analysisof environmental, social and governance related (ESG) business practices of companies worldwide. MSCIESG Research LLC consists of approximately 84 employees, including approximately 29 ESG analysts andresearchers.1 MSCI ESG Research, through its predecessor companies, IRRC, KLD, ISS, Innovest and GMI
Ratings, has been providing ESG research as far back as 1972.
MSCI ESG Research LLC is a wholly owned subsidiary of MSCI Inc., a publicly traded company.
2. Services Provided
MSCI ESG Research offers a range of services including ESG ratings, data and research, as well as climate
scenario analysis, screening and portfolio analysis tools that support the UN Principles for Responsible
Investment, UN Sustainable Development Goals, climate risk management and investors’ religious, regulatory
and mission-driven mandates. Among other things, these services assess the ESG and climate risks,
controversies, controversial business activities and sustainable impact of more than 10,000 companies and
65,000 Mutual Funds and ETFs. The services are available through data feeds, MSCI ESG Manager, APIs and
MSCI Analytics platforms and through a number of third-party platforms, including certain online brokerage
platforms in the form of research regarding ESG issues and analysis.
MSCI ESG Ratings: The MSCI ESG Ratings product measures exposure to and management of key ESG
risks and opportunities for more than 10,000 companies (16,500 issuers including subsidiaries). The
offering includes company level ratings, scores, and data, as well as company, industry and thematic
reports. ESG Ratings can be purchased and licensed for our entire coverage universe, or for a subset.
Additionally, ESG Ratings are available on the ESG Ratings web page athttps://www.msci.com/our-solutions/esg-investing/esg-ratings/esg-ratings-corporate-search-tool
MSCI ESG Governance Metrics: The MSCI ESG Governance Metrics product offering includes corporate
governance raw data, key metrics, scores and percentile rankings organized around four key themes:
Board, Pay, Ownership and Control, and Accounting. The offering includes company-specific research
reports, thematic research reports, corporate governance country reports, and alerts. The offering also
includes profiles of board members at covered companies. Governance Metrics is incorporated within
MSCI ESG Ratings.

1 Through its foreign affiliates, MSCI ESG Research leverages a total of approximately 925 ESG employees including
approximately 400 analysts and researchers.

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MSCI ESG Government Ratings: Identifies a country or region’s exposure to and management ofenvironmental, social and governance (ESG) risk factors. The ESG Government Ratings product includes:
ESG Ratings & Scores for Countries, Agencies and Supranationals, and Sovereign Screening factors.
MSCI ESG Controversies and Global Norms Screening: Identifies companies involved in significant
environmental, social or governance controversies and violations of global ESG-related norms andconventions, such as the United Nations Global Compact.
MSCI ESG Climate Change Metrics: Provides Carbon emissions, Fossil Fuel exposure, environmental
impact (i.e. clean technology) data and screens as well as climate-related risk exposure and management
assessment & target scorecard, on more than 11,000 companies.
MSCI ESG Climate Value-at-Risk (Climate VaR): Provides a forward-looking and return-based valuationassessment to measure climate related risks and opportunities in an investment portfolio as well as
portfolio alignment measure.
MSCI ESG Sustainable Impact Metrics and SDG Alignment tool: Identifies companies that derivesignificant revenue from Social and Environmental Impact Solutions (Basic Needs, Empowerment,
Climate Change and Natural Capital), and provides an assessment of companies' net contribution - both
positive and negative - towards addressing the Sustainable Development Goals (SDG).
MSCI ESG Business Involvement Screening Research: Identifies companies involved in specific businessactivities, such as alcohol, gambling, tobacco, or weapons. Coverage universe (unless otherwise noted):
Global equity issuers, plus coverage for selected bond-issuing subsidiaries, selected corporate bondissuers, and selected government-owned entities that operate as corporations. MSCI ESG Research
provides a profile of each company’s specific business involvement. The company profile includes details
on the company’s tie to the activity, any related corporate actions in the last three fiscal years, andownership information if the company has ties, through a subsidiary or parent company, to the businessactivity in question. It also provides an estimate or, if disclosed, the reported percent of total revenue
derived from the business activity in question, for those screens where information available is regularly
sufficient and reliable to produce quality information.
MSCI ESG Fund Ratings: MSCI ESG Fund Ratings provides scores and metrics on sustainable impact,
values and risk for multi-asset class Mutual Funds and ETFs globally.
MSCI ESG Reporting Solutions: a library of standard and off-the-shelf reporting templates designed tosupport different portfolio reporting needs, including climate change and TCFD, ESG integration,
regulatory and impact reporting. Provides portfolio-level aggregation of ESG and climate scores.
MSCI EU Sustainable Finance Module: The MSCI EU Sustainable Finance Module includes two data sets.
The MSCI SFDR Adverse Impact Metrics data set includes data for analyzing adverse impact indicators.
MSCI EU Taxonomy Alignment identifies companies that generate revenue from business activities thatare potentially aligned with the EU Green taxonomy.
MSCI Provisional ESG Ratings: The Provisional ESG Ratings are intended to enable better understandingof the ESG profile of companies not currently rated by MSCI ESG Research as part of standard coverage
4and may be used in a limited manner to provide information about a company in connection with anupcoming liquidity event (e.g., IPO) or for internal-use baselining purposes. Unlike standard ratings, theprovisional rating is paid for and may be based in part on non-public information. The term “Provisional”
is important and is meant to denote that the MSCI ESG Rating and / or some of the report content may
change if the issuer is added to standard coverage by MSCI ESG Research.
MSCI ESG Research Second-Party Opinions: Second-Party Opinions (“SPO(s)”) are available for both debt
and equity offerings and are meant to assess whether the subject financing framework or transactionaligns with industry standards (where they exist) and / or the relevant MSCI ESG Researchmethodology. They are not designed to verify or certify the use of proceeds for a specific transaction.
SPOs for green, social, or sustainability bonds or loans will be delivered via a written report in a standard
format and licensed to the issuer directly. They will be available to both corporate and non-corporate(e.g., sovereign) issuers. SPOs for planned equity offerings will also be delivered via a written report ina standard format but will not be licensed to the issuer directly. Instead, they will be licensed to asophisticated financial intermediary (e.g., investment bank, private equity firm) or a corporate advisory
firm.
MSCI Corporate Sustainability Insights: The Corporate Sustainability Insights Module provides broadbased ESG and Climate insights to support a company’s strategy-setting and investor engagement
activities. It includes access to MSCI ESG Research’s database of ESG and Climate assessment data acrossa coverage universe of over 10,000 global corporate issuers.
MSCI Corporate Sustainability Insights Plus: The Corporate Sustainability Insights Module includes thecontent in a standard The Corporate Sustainability Insights subscription as well as provides opportunities
for companies to deepen their understanding of the MSCI ESG Rating process and Industry best practices
through formal engagements with MSCI’s Industry Research analysts.
A complete list of MSCI ESG Research’s product offerings can be found on its web site atwww.msci.com/esg-ratings.
B.
FEES AND COMPENSATION
The fees for each of MSCI ESG Research’s services range from $5,000 to $2,000,000 per year, depending on
the specific services selected as well as the business units, location or use case. Please note that these fees
are in some cases negotiable, and that discounts may be available where clients subscribe to multiple products
or additional locations. Most services are offered on an annual subscription basis and paid for periodically inadvance. Subscription fees may be fixed for the duration of the term or variable based upon factors such asvolume or client’s assets under management. In view of the nature of MSCI ESG Research’s services, refunds
generally are not available in the event of early termination of a subscriptionC.
PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
This item does not apply to MSCI ESG Research’s business.
D.
TYPES OF CLIENTSMSCI ESG Research’s clients include other investment advisers, including investment advisers to investmentcompanies, pension and profit-sharing plans, broker-dealers, banks or thrift institutions, hedge funds, trusts,
estates, charitable organizations and other institutional investors, as well as issuers, law firms, universities andcompensation consultants.
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E.
METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSSIn rendering ESG advice about publicly traded companies, industries, governments and funds, MSCI ESG
Research relies on publicly available information to analyze a company’s Environmental, Social andGovernance programs, controversies and issues. For analyses of bond issuances and pre-IPO companies MSCIESG Research may also utilize non-public data provided by issuers. While analysts may consider company andmarket-specific factors in generating research, all ESG analysis is undertaken in accordance with publishedmethodologies that are available to clients through the MSCI ESG Manager platform. MSCI ESG Research also
reviews clients’ portfolios and provides issue screens for client-defined social criteria.
MSCI ESG Ratings assesses data points across 35 ESG Key Issues, focusing on the intersection between acompany’s core business and the industry issues that can create significant risks and opportunities for thecompany. Companies are rated on a AAA-CCC scale relative to the standards and performance of their industry
peers. MSCI ESG Controversies assesses five categories of stakeholder impact (Environment, Customers,
Human Rights and Community, Labor Rights and Supply Chain, Governance) using 28 underlying indicators togenerate a controversies flag spanning four levels from Green to Red. Other products listed above follow theirrespective methodologies available on the MSCI ESG Manager platform.
MSCI ESG Research does not manage accounts or make investment recommendations to clients. Nevertheless,clients should be advised that investing in securities involves risk of loss that clients should be prepared tobear. MSCI ESG Research does not guarantee that its advice will produce any particular investment return forclients.
F.
DISCIPLINARY INFORMATIONThis item does not apply to MSCI ESG Research.
G.

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
1. Advisory Affiliates

MSCI ESG Research has arrangements with several of its foreign affiliates, whereby designated employeesof the foreign affiliates may render investment advice to MSCI ESG Research’s clients, solely under MSCIESG Research’s auspices. The foreign affiliates which render investment advice under such arrangements
are not registered as investment advisers in the United States. Each individual foreign employee who
renders advice to MSCI ESG Research’s clients shall be deemed a supervised person of MSCI ESG Researchand shall be subject to the same Regulatory Code of Ethics which governs the activities of MSCI ESG
Research’s own employees.
Each of MSCI ESG Research foreign advisory affiliates whose employees render advice to MSCI ESG
Research’s clients maintains certain books and records in accordance with the Investment Advisers Act of1940 and submits to the jurisdiction of the U.S. regulatory authorities and courts with regard to theinvestment advice rendered to U.S. clients by its employees.
2. MSCI ESG Research’s Parent Corporation
As noted above, MSCI ESG Research is a wholly owned subsidiary of MSCI Inc. (“MSCI”). MSCI is a provider
of investment decision support tools to investors globally. MSCI’s products and services include indexes
and portfolio risk and performance analytics tools.
MSCI ESG Research shares certain IT, legal, HR, finance, sales, marketing, and client services personnel
with its parent corporation. Furthermore, MSCI ESG Research’s ESG and climate data, research and ratings
6are used as an input to MSCI’s ESG Indexes and other products. However, MSCI ESG Research hascomplete independence in the formulation and application of its methodologies, and restricts thedisclosure of its pre-publication data, research and ratings. Please refer to Section H. below for more
information about how MSCI ESG Research safeguards the independence of its investment advice.
You can find out more about MSCI by visiting its web site located at: http://www.msci.com.
3. ESG Index and Analytics Data
In addition to the provision of MSCI ESG Research data as described above, certain ESG data, including MSCIESG Controversies and MSCI ESG Ratings data will also be made available as a data feed to subscribers tocertain of MSCI Inc.’s index and analytics data feeds. Such information may be provided to subscribers at no
additional charge upon request of the subscriber. Additionally, MSCI Inc. and certain of its subsidiaries produce
ESG index or analytics products which use MSCI ESG Research’s ratings or other data as a data point orscreening criteria for certain products. Neither the indexes nor the analytics products are products of MSCIESG Research LLC and are not considered investment advice. MSCI Inc. receives no preferential access to MSCIESG Research’s ratings or other data; such information is made available to MSCI Inc. at the same time it ispublished by MSCI ESG Research to its unaffiliated clients.
4. MSCI Carbon Markets
MSCI Carbon Markets provides data and analytics regarding voluntary and involuntary carbon markets as wellas carbon products to a wide range of clients across the carbon-market ecosystem.
H.

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL
TRADING

1. Code of Ethics Generally
In accordance with SEC Rule 204A-1, MSCI ESG Research has adopted a Code of Ethics (known as the "ESG
Regulatory Code of Ethics") that describes certain standards of conduct that the company's employees
must follow, and that addresses personal trading by officers, directors and employees and their related
accounts.
A Copy of the ESG Regulatory Code of Ethics will be supplied upon written request directed to MSCI ESG
Research’s Chief Compliance Officer. His contact information can be found on the cover of this brochure.
2. Standards of Conduct
The Regulatory Code of Ethics obligates the Company to carry out its duties solely in the best interests ofclients and free from all compromising influences and loyalties. The Code of Ethics addresses a number ofissues, including confidentiality, record keeping, social media, employee trading, and politicalcontributions. Additionally, the Regulatory Code of Ethics devotes special attention to conflicts of interest,
including conflicts arising from an analyst's stock ownership, conflicts related to MSCI ESG Research’s
affiliates and conflicts generally. In each case, the goal of the Regulatory Code of Ethics is to prevent
conflicts wherever possible, and to manage and disclose those conflicts that cannot be prevented. In orderto ensure compliance with the Regulatory Code of Ethics, MSCI ESG Research conducts periodic training
sessions for employees and requires employees to affirm their commitment to compliance on an annual basis.
Furthermore, MSCI ESG Research regularly monitors the sufficiency of the Code and the effectiveness of its
implementation.
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3. Additional Measures to Address Conflicts of Interest
a. Board of Director Conflicts
The MSCI Inc. Board of Directors has adopted a Conflicts of Interest Policy related to “Director
Affiliated Companies” to address any potential conflicts of interest posed by other public company
board seats held by any MSCI Inc. director. This policy requires that an explicit statement noting the
Director Affiliated Company relationship shall be included in the body of any ESG Research regarding
a Director Affiliated Company. Additionally, the policy prohibits non-executive directors fromparticipating in the formulation, development, or preparation of ESG research as well as knowledgeof the contents of such research prior to publication.

b. Commercial Relationship Conflicts
As an investment adviser that supplies institutional investors with research, ratings and reports on
public companies and their related financial products, it is inevitable that MSCI ESG Research will
sometimes render advice about parties or products with which it has a direct or indirect commercial
relationship. This includes providing advice about a subset of its clients, their affiliates or related
products, as well providing advice about MSCI Inc.’s clients or their affiliates, or financial products
based on MSCI Inc.’s indexes. Some of these clients pay fees based in whole or part on their managed
assets. Without more, these direct and indirect relationships and compensation practices present
potential conflicts of interest. MSCI ESG Research has taken a number of steps to mitigate suchpotential conflicts and safeguard the integrity and independence of its advice.
Among these measures are the use of consistent models and input data for each product; reliance on
publicly disclosed information; the application of a quality-check process to company assessments andcommittee review and approval of company assessments; and the use of a dedicated communication
portal to permit issuers to review data for accuracy without exposing research analysts toinappropriate influences. As part of this robust governance process, MSCI ESG Research uses productspecific methodology committees as well as oversight committees that serve as escalation points toensure the integrity and independence of the published research and ratings.
MSCI ESG Research’s employee compensation policies, its restrictions on the receipt of gifts orentertainment from third parties, its personal trading restrictions and its ongoing employee training
program further serve to mitigate potential conflicts of interest.
Each research report MSCI ESG Research issues contains a legend informing the reader of thesepotential conflicts. MSCI ESG Research welcomes questions from its clients and prospective clients onthese matters.
4. Participation or Interest in Client Transactions
This item does not pertain to MSCI ESG Research’s business.
5. Personal Trading
MSCI ESG Research may, from time to time, render advice to clients that may lead clients to buy or sell
securities in which related persons, such as officers, directors or employees of MSCI ESG Research or of
its affiliated companies, have a financial interest. Or MSCI ESG Research’s officers, directors or8

employees (or the employees of its affiliated companies) may buy for their own accounts securities
that are the subject of advice rendered to clients. As described below, MSCI ESG Research has adopted
internal procedures which it believes will protect its clients' interests. At all times, advice to clients will
be rendered independently of the securities holdings of MSCI ESG Research’s related persons.
With regard to personal trading, the Regulatory Code of Ethics obligates MSCI ESG Research’s
employees and officers with access to pre-publication research decisions ("Access Persons") to reporttheir trading activity to the company's chief compliance officer on a periodic basis. They also mustreceive the compliance officer's permission before investing in IPOs, private placements or other limited
offerings. MSCI ESG Research has also adopted restrictions on personal trading designed to prevent
employees from improperly trading on, or benefiting from, inside information, client information and/or
MSCI ESG Research’s reports and research. In this last regard, MSCI ESG Research maintains a restricted
list of issuers who are currently being analyzed by the company and prohibits Access Persons frombuying or selling the securities of any issuer on that list. In addition to the above, MSCI ESG Research
Access Persons are subject to MSCI’s Employee Trading Policies, including the Supplement forTransactions in MSCI Inc. Securities. These policies, among other things, require employees to adhere
to mandatory blackout periods in trading in MSCI’s publicly traded common stock.
I.
BROKERAGE PRACTICESThis item does not apply to MSCI ESG Research’s business.
J.
REVIEW OF ACCOUNTSThis item does not apply to MSCI ESG Research’s business.
K.
CLIENT REFERRALS AND OTHER COMPENSATION
At a client’s election, MSCI ESG Research may receive cash payments from one or more broker-dealers inconsideration for providing services to the client. In such a situation, MSCI ESG Research acts as a third-party
research vendor to the client’s soft-dollar arrangement with its broker-dealer. MSCI ESG Research does notbelieve such situations involve any conflicts between MSCI ESG Research’s interests and those of MSCI ESG
Research’s clients who choose to pay by this method.
L.
CUSTODY
This item does not apply to MSCI ESG Research’s business.
M.
INVESTMENT DISCRETION
This item does not apply to MSCI ESG Research’s business.
N.
VOTING CLIENT SECURITIESThis item does not apply to MSCI ESG Research.
O.
FINANCIAL INFORMATION
There is no financial condition that is reasonably likely to impair MSCI ESG Research’s ability to meet its
contractual commitments to clients. MSC ESG Research LLC is a subsidiary of MSCI Inc., a publicly traded
company. MSCI Inc.’s public financial disclosures are available at msci.com.
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