Consultation on theTreatment of Foreign
Private Issuers in theMSCI USA Equity Universe
MSCI GLOBAL INVESTABLE MARKET INDEXESMSCI US EQUITY INDEXES

August 2021

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Please refer to the disclaimer at the end of this document.

Summary• MSCI presents a consultation to treat Foreign Private Issuers (FPIs) classified in the US, aseligible for the MSCI USA Equity Universe regardless of their filing type. Under the proposal,for securities of companies classified in the US according to the Country Classification
methodology, filing a Form 10-K/10-Q would no longer be required to be included in the MSCIUSA Equity Universe. The securities could now be eligible for inclusion to the MSCI Global
Investable Market Indexes (GIMI) and the MSCI US Equity Indexes (USEI) if they meet all theinvestability requirements.
• MSCI invites feedback from market participants on or before September 6, 2021, and will
announce the results of the consultation on or before September 15 2021.
• Changes, if any, would be implemented in the November 2021 Semi-Annual Index Review.

Information Classification: GENERAL

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Background (1/2)• A foreign company will qualify as an FPI if 50% or less of its outstanding voting securities are held by U.S.
residents; or if more than 50% of its outstanding voting securities are held by U.S. residents and none of thefollowing three circumstances applies:

The majority of its
executive officers
or directors areU.S. citizens orresidents

More than 50% of
the issuer’s
assets arelocated in theUnited States

The issuer’s
business isadministeredprincipally in theUnited States• An FPI may offer any type of securities that a US Domestic Issuer is permitted to offer and additionally, FPIs may
offer its securities using American Depositary Receipts (ADRs)

Information Classification: GENERAL

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Background (2/2)• Regulatory concessions that FPIs receive compared to US Domestic Issuers include:
Foreign Private Issuers

US Domestic Issuers

Annual Report

Form 20-F within four months after the fiscal year covered

Form 10-K between 60 and 90 days following the fiscal year

Quarterly Reports

Form 6-K (semi-annual) ONLY for companies withsecurities listed on the NYSE within six months following
the end of the second fiscal quarter

Unaudited financial information on Form 10-Q between 40 and
45 days following the reporting period

Directors/Officers
Equity Holdings

Directors and officers do not have to report their equity
holdings and transactions under Section 16 of theExchange Act, subject to certain exceptions

Directors, officers and persons who beneficially own more than
10% of any class of equity security must report holdings andtransactions

Proxy Statements

Not required

Required for annual and special meetings of shareholders• However, FPIs may voluntarily choose to register and report using domestic forms• Currently for the MSCI USA Equity Universe, MSCI methodologies for both GIMI and USEI would only consider
eligible US Domestic Issuers that file a Form 10-K/10-Q– Therefore, securities classified in the US that are either FPIs or do not file a Form 10-K/10-Q are currently ineligible for the MSCIUSA Equity Universe, hence ineligible to the MSCI Global Investable Market Indexes and the MSCI US Equity Indexes

Information Classification: GENERAL

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Proposal• MSCI proposes to treat FPIs classified in the US, as eligible for the MSCI USA Equity Universe (GIMI and USEI)
regardless of their filing type.
– Filing a Form 10-K/10-Q would no longer be required to be included in the MSCI USA Equity Universe.
– The securities could now be eligible for inclusion to the MSCI Global Investable Market Indexes and the MSCI US
Equity Indexes if they meet all the investability requirements.

• Below rules will be applicable for Country Classification:– US Domestic Issuers listed in the US may be classified in the US provided that four of the following five variables donot point to another single country: operations, revenues, headquarters, management and shareholder base.
– Foreign Private Issuers listed in the US may be classified in the US provided they exhibit significant link to US (basedon criteria mentioned in the general framework which includes geographic distribution of shareholder base,management, assets and revenues; location of headquarters and history)• Changes, if any, would be implemented at the November 2021 Semi-Annual Index Review.
• MSCI welcomes feedback from the investment community until September 6th, 2021. MSCI will announce theresults of this consultation on or before September 15th, 2021
Information Classification: GENERAL

5List of Potential Impacted Securities• There are seven FPIs as per SEC classification that have been assigned a MSCI Country Classification of US and are
currently not eligible for GIMI or USEI.
RIC

SecurityCountry ofIncorporation

Filling
TypeCompany
Full Market
Cap*

MSCI USA Investable
Market Index
Weight**MSCI US Investable
Market 2500 Index
Weight**

DOX.OQ

AMDOCSGUERNSEY

20-F

10,2250.024%

0.024%TGH.N

TEXTAINER GROUPHOLDINGS LTD

BERMUDA

20-F

1,4470.003%

0.003%

SSYS.OQSTRATASYS LTD

ISRAEL

20-F

1,168

0.003%

0.003%

STNG.NSCORPIO TANKERS INC

MARSHALLISLANDS

20-F

1,090

0.002%

0.002%NESR.OQNATL ENER SVCS REUNITEDVIRGIN ISLANDS

20-F

1,077

0.001%

0.001%

IBEX.OQIBEX LTD

BERMUDA

20-F

411--PSFE.N

PAYSAFE***

BERMUDA

20-F---*USD million. Data as of April 19, 2021** Indicative weights as of the May 2021 SAIR, assuming the securities meet all investability requirements*** The security IPO was after the Equity Universe cutoff date, thus there is no information as of the May 2021 SAIR cutoff date

Information Classification: GENERAL

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Discussion Points• Do you agree to remove the current requirement for companies to file forms 10-K/10-Q tobe eligible for inclusion to the MSCI USA Equity Universe and consequently to MSCI Global
Market Investable Indexes and MSCI US Equity Indexes?
• Do you agree with the proposed requirements applicable for US Domestic Issuers andForeign Private Issuers to be classified in the US?
• Do you agree with the proposed timeline for the implementation of changes (if any)?
• Clients may provide feedback through an online survey available on:https://www.msci.com/consultation-FPI

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