Is "Cloud Slice" the Next VM for Hands-on Learning?
Is "Cloud Slice" the Next "VM" for Hands-on Learning?
We are on the cusp of major transformation in the hands-on training industry. Virtual machines revolutionized the delivery of software training. The Lab on Demand Cloud Slice will do the same. It's time to understand what the Cloud Slice means, where it comes from, and how it works.
Anyone who has been in this industry for the last 20-25 years knows what it was like to spend your Sunday morning running complex setup routines to build classrooms in which each student had a unique system, the instructor had shared resources, and everyone played a unique role. Setup took a long time. Resetting a room was impossible, and sharing a room was difficult. I remember one training center using detachable hard drives to swap class images, hoping they did not break between classes.
The use of a virtual machine changed all that. Back in 2001, I was part of a small team tasked by what was then Microsoft Learning, to "transform" a few high demand courses to run from the traditional distributed deployment model to leverage virtual machines as a tool for delivery. At the time, we used the newly acquired Connectix Virtual PC and rewrote a few courses to be delivered on virtual machines.
Instructors, training centers, and students loved it, and the move toward virtual machines as the delivery vehicle for software training was in full swing. The following years saw great creativity on the part of content authors. With the ability to build lab specific images, the ability to reset broken labs, and the simple deployment of a file copy, the overall quality of the learning experience went up. Large events adopted this model, and we saw an explosion of new content. Virtual machines made it easy to put very complex software in front of a student.
Companies invested in rich UI experiences, simplifying the ability to access libraries of hundreds of locally installed labs. Our own company reinvented the way labs were delivered at conferences with the creation of our holLaunchPad platform.
But it was not all without challenge. For all the good brought on by the movement to virtual machines, there were some big challenges.
How do you license them? A VM is portable, easily stolen, so students were getting production software. Evals expire, so they don't work . . . phone activation? Remember that?
As people got creative with content, the size and complexity also went up. 32GB RAM on a desktop? These systems are not cheap. Download 200GB the night before a class? Want to keep 5 classes on a student system, now you need lots of disk. The investment in hardware quickly offset the savings in setup time.
Not everything can run in a VM. Nested virtualization, difficult, slow, buggy until very recently.
The race was on amongst lab developers to create the best "virtual learning environments." Who could make the smallest, fastest, quickest VMs that were easy to redistribute and just worked well? A handful of authors excelled at this and quickly became the go-to choices for creating virtual environments. I can still list most of these folks by name and the products they specialized in. Some are still around, but most have faded away and moved on to other things.
It was inevitable that the required investment in desktop hardware would soon drive the industry to look for more cost-effective hardware sharing solutions. Enter the age of the hosted lab. Companies specialized in putting lab environments on central servers, either in their own datacenters, or at conventions, or in individual companies. Instead of investing in hardware, training companies could rent space with hosting providers and use simple browser based clients to access and manage virtual machines. Farms of servers running hundreds of students all at the same time, from datacenters around the globe.
Two platforms, the holSystems Platform and the Lab on Demand Platform dominated the industry. One in the event and conference space, the other in the commercial training space. It was from the combination of these two platforms that the OneLearn Platform was born.
This entire hosted lab architecture is built on the premise that you are learning some piece of software that is installed and configured in an operating system, and that operating system runs on a piece of hardware you own and manage. The operating system is the container for what you learn. The virtual machine is the delivery vehicle for that container.
Think about it. Exchange. SQL. Linux. Office. Windows. C#. Java. Every one of those technologies has traditionally required a server and/or a workstation with locally installed software.
This entire industry, billing model, service model, and software platforms were built around the notion of replicating something you put in your own office or datacenter using virtual machines and centralized hardware.
Software today is no longer something you fundamentally own. It is something to which you subscribe. Software as a Service is the notion of paying for software as you use it, only when you use it, and only for how much you use it. Upgrades are automatic. Current versions are assumed. Change is constant. On top of this, much of this software has moved from being desktop based, to being browser based. Our once powerful laptops, with tons of disk space and lots of RAM, can be replaced with web browsers. Office 365. QuickBooks online. Salesforce. CRM. Even real time communications products are based on the notion of having a subscription, an account, and consuming the software in real time, from a browser.
If you no longer have to install, deploy, or secure something in the traditional way, by first doing the same with an operating system, then how do you learn it? Do virtual machines and the platforms we have created to support them still have a role when we no longer need an operating system to contain the software?
If the software we consume is no longer contained within the context of an operating system, where do we find it? The answer is simple, we find it in the cloud. Cloud providers are replacing the operating system that we traditionally install on hardware, with an operating system that spans billions of dollars in hardware, hundreds of datacenters, and enough cable to go to the sun and back. Amazon, Azure, Google. They all operate on the premise that you tell them which parts of an operating system your application needs, and they will provide you with exactly that and nothing more.
For example, do you need a website? The cloud will give you a web server and some storage, but hide the "operating system" from you. You don't have to worry about the tasks of installing, administering, securing, and maintaining what an entire ITPro industry was built around back in the early part of the century.
This changes how we think about hands-on training. If the unit we deploy and manage to put software in front of a user is no longer a VM, then what is it?
A cloud slice is what it sounds like. It involves taking a cloud provider, carving out a small slice of the capacity in a highly-managed way, and serving it to a user so they can learn. The mechanics of this vary from provider to provider. In Google Cloud Platform, it's a "project." In Microsoft Azure, it's a "resource group." Regardless of the term, the concept is the same. A service provider, upon request, will reach into a cloud provider and give you the pieces you need to learn, in a highly-controlled way, shielding you from all the complexities of getting started.
The notion of cloud slicing is core to Lab on Demand. We have been building our cloud slice technology and expertise for approximately three years, dating back to 2014, when we ran our first event lab deliveries on Azure. We are focused on delivering this on Azure first, followed by AWS, and then Google Cloud. To that end, we include cloud slicing as part of our Azure Virtual Datacenter strategy.
The ability to replace a Hyper-V host with Azure as the primary hosting fabric.
The ability to create a resource group, isolated to a specific user, and grant that user access to the resource group in a delegate role. This is cloud slicing.
The ability to create an on-demand nested Hyper-V hosting server in any Azure datacenter to run traditional labs.
Below is a screenshot of a normal lab experience using a virtual machine. The difference is that this VM is running in Azure. It is a standard Azure IaaS virtual machine, running in an Azure datacenter of our choosing, and providing the user the same rich HTML based console they have access to when they use our Hyper-V fabric. Only the most observant student would even know the difference. There is no access to the Azure portal or any need to access the portal. This extends the rich experience of Lab on Demand to any Azure regional datacenter, putting users close to the VMs they access, with low latency and high response times. Additionally, users who want to invest more can choose to deploy with larger VM sizes, more memory and more CPUs. Lab on Demand helps control costs by shutting down VMs not in use and deleting everything when the lab is over. Furthermore, it is not limited to only our subscription. Customers can leverage their own subscriptions for 100% control over costs for hosting, or choose one of our managed subscriptions to simplify the business.
Azure as a fabric still fundamentally relies on the old paradigm of the virtual machine as the container. This notion will not go away fully in the near future, especially in the Windows ecosystem. More and more, the virtual machine is playing the role of a creator's workstation with tools such as Visual Studio.
Here the real power of Lab on Demand comes to bear. A lab in which the user is expected to use a cloud platform such as Azure to learn software might require the user to have a user account, logon to a subscription, and create a series of objects. They typically then administer those objects through the Azure portal or using tools such as those installed on a creator's workstation.
A set of pre-created user credentials with delegated access.
A JSON based ARM template describing what is needed to start the lab.
A PowerShell or CLI script to configure the lab environment.
A scoring script to run when completed.
Below is a screenshot of a lab in which the user has been given a "slice" of Azure to work in, managed by Lab on Demand.
Interestingly, cloud slices can be combined with Azure as a Fabric to provide 100% cloud only lab experiences; combining a cloud slice with a managed VM creator workstation.
The biggest business risk in the world of cloud slicing is the notion that users can create things which cost a lot of money and have those charges go on the providers' credit card. Solving this problem is key to providing a robust cloud slicing service. Lab on Demand incorporates a set of technologies that allow customers to safely provide students with slices of Azure without the worry of unexpected charges.
Students can be given roles ranging from read-only to having the ability to create objects.
The types AND quantity of objects they can create is tightly controlled, and any offending objects are removed.
The user is restricted from accessing the cloud slice outside of the context of a managed lab environment.
Customers can use a OneLearn managed subscription, or their own subscription. For larger activities, slices can be spread over multiple subscriptions.
Customers and students can choose the region that is best suited for them.
Costs for completing a lab are fixed and predictable.
This set of controls all but eliminates the need for users to create trial accounts, create Microsoft IDs, redeem Azure Passes, and perform many of the "initial setup" tasks that plague the "Monday Morning" of a typical training class. It brings the getting started experience of cloud on par with the getting started experience of a virtual machine, eliminating the last barrier to broad adoption of cloud slice as the de facto content container in the future.
It might be easy to overlook, but for cloud slicing to work as a solution for training, you have to keep a student coming back. With virtual machines, the only way for a student to access VMs in a lab is to launch the lab and use our managed interface. With cloud slices, the same must be true. You must not be able to access your slice outside of the Lab on Demand interface. Not only does this ensure that the student cannot avoid the proactive cost controls that are included in cloud slicing, but it ensures that training managers capture the appropriate level of consumption data.
One of the methods to achieve this is a dynamic cloud credential. This credential is issued by the Lab on Demand platform, scoped to only a cloud slice, and only active when the user is completing the lab using the Lab on Demand interface.
Make no mistake, cloud slicing is in its infancy, and Learn on Demand Systems is a pioneer, innovating and driving this concept forward. As cloud slicing matures, virtual machines will remain the standard container for hands-on learning. Linux and Windows continue to produce server class operating systems, and users still install desktop software.
With the investments that Microsoft is making in the network of Azure Datacenters, it would be foolhardy not to take advantage of this to offer our customers; yet, another option for how they would like labs delivered.
On-Demand Hyper-V represents the ability for Lab on Demand to deploy itself into any Azure Datacenter, ingest lab content, and then make that content available in traditional virtual machine hosting, just as it is in our own managed datacenters with Hyper-V running on Azure.
This is not for everyone. Nested Hyper-V on Azure is not yet released, and the costs and performance impacts are not known. It is anticipated to be two things. Very fast and very expensive. This capability unlocks the last doors to truly being able to deliver hands-on content anywhere, to anyone. It will now be possible to deliver any lab hosted today within Lab on Demand, natively, from any Azure Datacenter supporting the new nested class of virtual machine. Lab on Demand is being modified to instantiate Hyper-V hosts on the fly, provision labs to them, and then connect users to those lab instances, with the customer being able to specify which Azure datacenters host the lab.
We are actively building this capability and expect to release it in parallel with the release of nesting in Azure.
If you apply the same principals of UI design to cloud slices as you do to virtual machines, you are bound to have a bad experience. Cloud slice relies not on a desktop, but on an often uncontrolled, unmanaged browser window. Instead of wrapping around a desktop, you really just want to get out of the way.
CloudUI will feature the same IDL experience that VM based labs have today.
CloudUI will have the same support functions.
CloudUI will be non-intrusive and take up a minimum screen footprint.
CloudUI will have "hooks" into the cloud slice, allowing some functions which require elevation of privilege beyond that of the user to be completed by interacting with CloudUI.
The industry is ready to transform. This transformation will take place over the next two years as cloud capability matures, and cloud training provides innovation and introduces features and capabilities designed to simplify and commoditize learning cloud.
Learn on Demand Systems is ready. We have invested tremendously in this area and are committed to leading the industry with the richest and most relevant features, leading the industry in patterns and design of cloud slice training, and providing the same level of "simplification of consumption" that we have brought to the world of virtual machines.
Would you like to learn more? Click here to contact us.


The Metro Mobility Task Force was established to examine the Metro Mobility program under Minnesota Statutes, section 473.386. The goal of the task force is to identify options and methods to increase program effectiveness and efficiency, minimize program costs, and improve service including through potential partnership with taxi service providers and transportation network companies, as defined in Minnesota Statutes, section 65B.472, subdivision 1, paragraph (e).
(10) proposals and models from other service areas for incorporating transportation network companies and taxi service providers into transit systems.
The task force must submit a final report to the Legislature on its work and findings by Feb. 15, 2018.
Each entity designated to appoint members to the task force was required to make appointments and notify the Metropolitan Council by August 1, 2017. The Task Force held its first meeting on August 23, 2017.
(5) provide any recommendations for program and legislative changes.
The task force expires February 15, 2018, or upon submission of the mandated report, whichever is earlier.
(10) one individual appointed by the Center for Transportation Studies at the University of Minnesota.
(b) An interested transportation network company may appoint no more than one person as a task force member. Appointment under this paragraph is on a first-come, first-appointed basis by written notification to the Metropolitan Council.
(c) An interested taxi service provider may appoint no more than one person as a task force member. Appointment under this paragraph is on a first-come, first-appointed basis by written notification to the Metropolitan Council.
(d) The task force members specified under paragraph (a), clauses (1), (3), and (4), are nonvoting members of the task force.


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Ruscoe And Edwards Recognised By The JD WPL In January Awards
The January Manager Of The Month and Player Of The Month awards have been announced this evening by the JD
Edwards And Rawlinson Called Up For International Duty
With Mark Jones naming his Wales C squad today to face England C in an upcoming friendly at Barry Town
Connah's Quay Nomads v The New Saints Of Oswestry Town – Match Preview
For the second Saturday on the bounce it's the Deeside Stadium that awaits The New Saints, as once again we
Tonight's Game At Park Hall Is Off
Following a pitch inspection at noon today by match referee, Rob Jenkins, this evening's JD Welsh Premier League game against
Weekend TNS Academy Report With Jason Brindley
Following last weekend's Futsal adventures, it was back to business as usual for The New Saints FC Academy, with multiple
Versatility And Flexibility On The Pitch – Rev's Ramblings
One thing that continues to impress me is the ability of Scott Ruscoe's side this season to adapt to the
The New Saints Of Oswestry Town v Bala Town – Programme Preview
If you're at the game against Bala Town on Tuesday (February 27, 2018), then don't forget to pick up a
The New Saints Of Oswestry Town v Bala Town – Match Preview
Following the 1-0 victory at Connah's Quay Nomads over the weekend in the JD Welsh Premier League (JD WPL), it's
Jones And Bower Return From International Duty To Find The Newtown Net
With a number of players returning from international duty with both England and Wales, it was one of each as
Connah's Quay Nomads 0 The New Saints 1 – The Camera Never Lies
As always, TNS' official photographer Brian Jones was busy at the JD Welsh Premier League game between Connah's Quay Nomads

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Orangerecipes.org - Orange Creamsicle Vodka Svedka. The honey orange drops cookie recipe takes advantage of one of nature's most delicious sweeteners- honey. Store bought honey will work, but honey fresh from the local bee farmer will be richer in flavor, and usually cheaper as well!
Learn how to make a delicious, yet healthy orange juice smoothie with this easy fruit smoothies recipe. You probably have everything you need in your kitchen right now to make this smoothie! This is similar to Orange Creamsicle Vodka Svedka.
Related to Orange Creamsicle Vodka Svedka, Looking for recipes on how to make sorbets and ices? Look no more, you will find here a list of ices recipes that are not only delicious but also healthy and suitable for diabetics.


text:
«Ковчег часу» () — підлітковий роман польського письменника Марціна Щигельського, опублікований у 2013 році. Книга отримала гран-прі ІІІ Літературного конкурсу ім. Астрід Ліндґрен, перемогла у ХХ Літературному конкурсі в номінації «Дитяча книжка», стала Книжкою Року в категорії дитячої книжки для читачів 10–13 років у 2015 в Австрії.

Сюжет
Історія розповідає про дев'ятирічного Рафала, який живе у Варшавському гетто зі своїм дідусем у часи Другої світової війни. Йому особливо ні з ким спілкуватися, і тому майже весь час він проводить на самоті. Від одноманітної сірості кількох вуличок його рятує лише маленька бібліотека на околиці гетто, у яку йому дозволяє ходити дідусь. Для дитини, яка вже не пам'ятає життя до гетто, бібліотека стає порятунком, відкриває йому таємничий світ. Одного дня в Рафалові руки потрапляє роман Герберта Веллса "Машина Часу" і відтоді життя хлопчика змінюється. Починається його велика й незабутня пригода.

Цікавинки
 До того, як взятися за роботу, Марцін Щигельський декілька років збирав потрібні матеріали, бо сам він молодий письменник, а тому віддалено знайомий з історією Голокосту.
 У книжці польською є мапи, на яких достовірно змальовано розташування  тогочасних вулиць.
 Сама книга заснована на реальних подіях, в її основу покладено оповідь реальної актриси й танцівниці Стефанії Ґродзенської, прототипу однієї із героїнь. Деякі яскраві моменти в книзі, такі як, наприклад, букет гортензій від незнайомки або вибілення Рафалеві волосся до такого стану, що воно стало неприродного кольору — правдиві.

Видання
 Щигельський М. Ковчег часу, або Велика втеча Рафала із колись крізь тоді в тепер і назад / пер. з пол. Божени Антоняк. Львів : Урбіно, 2016. 232 с.

Посилання
 Ковчег часу: про справжню війну очима дитини

Романи 2013
Польські романи

redpajama_set_name: RedPajamaWikipedia


The actress was glowing in a gilded minidress.
Hayden stepped out for a walk on the red carpet in sky-high heels and a short frock that was no doubt inspired by a 1920s flapper. And with its shiny material that glistened in the light, we're sure she turned a lot of heads.


text:
Original Drawings For Sale
Algorithmic Art
Photogram
Dye Transfer
Far- close
Drawings, 36.2 W x 47.2 H x 0.2 D in
Golriz Rezvani
Surrealist Square 21-17
Drawings, 7.9 W x 7.9 H x 0 D in
Frederic Belaubre
subtle lines
Drawings, 8.7 W x 11.8 H x 0.1 D in
Portrait of women
Drawings, 14.8 W x 21.7 H x 19.7 D in
Weillie Wu
The warm breeze 1
Drawings, 8.3 W x 11.4 H x 0 D in
Prints from $125
Portrait of woman wearing a necklace
Drawings, 19.7 W x 17.7 H x 0 D in
Out tonight
Marcel Garbi
The state of uncertainty 5
teaze
NUDE NO. 3283 (61 x 43 cm)
Drawings, 16.9 W x 24 H x 0 D in
Michael Lentz
Surrealist Square 21-4
Konrad Biro
The pseudo-classical study 6
Upside Down 21
MC2020F
Marcelina amelia
The Uplifting Muse
Drawings, 55 W x 27.5 H x 0.1 D in
Maomeii Be
Goce Trajkovski
Prototype.
FW2012S
Drawings, 11 W x 16 H x 0.1 D in
Göttinnen
Beate Tubach
NUDE 4996
Drawings, 12 W x 9 H x 0.5 D in
SANTHOSH C H
Surrealist Square - Theatre 1
angle-left1
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101 - 125 of 311,783 drawings
GraffitiAbstractConceptualSurrealism
CartoonLoveAnimalPortrait
PencilCharcoalDigitalChalk
Abstract Drawings Figurative Drawings Fine Art Drawings Landscape Drawings Portrait Drawings
Choose from a wide-ranging selection of 311,783 original drawings and prints ranging in subject, style and media from figurative to abstract, monochromatic to multicoloured, and charcoal to pencil. Read more
IntroductionHistory Of DrawingsDrawings TechniquesArtists Known For Drawings
With the range of drawing media available, artists can produce a wide variety of multicolored and monochromatic art drawings in a number of styles and categories including figure, portrait, and nature. If you enjoy drawing and would like to own original works to inspire you, or if you're an art lover who'd like to feature one or a collection of drawings in a room, we're confident that you'll find works you love within our vast selection of original fine art drawings for sale from around the world. Browse original drawings by style, subject, and medium now, or get personalized one-on-one help by taking advantage of our Art Advisory service.
Dating back at least 40,000 years, humans have created drawings as both a form of artistic expression and communication. Before the invention of writing, people used pictography--a system of communication using a series of drawn icons resembling actual physical objects. They also created artwork of people, animals, and patterns by drawing or etching on rock--the oldest example to date of such artwork has been found in Gibraltar and is thought to have been created by Neanderthals. In the 14th century, drawing became a popular activity after paper became a widely available material. It was regularly practiced at that time by painters and sculptors to create preliminary studies for their works, illustrators of science and nature texts, and by both architects and engineers creating technical drafts. Today, drawing remains one of the most popular artistic disciplines among both professional and amateur artists alike.
Artists may choose between dry media (e.g. graphite, pastels, charcoal, conte, metalpoint) or wet (pen, ink, marker) to create their drawings. Watercolor pencils, however, can be used both dry (like normal pencils) and wet (like watercolor paint), depending on the artists' preferences and desired effects. The type of paper chosen will also affect both the appearance and longevity of a drawing. Highly textured papers can help to "grip" softer drawing media such as charcoal, while smooth paper (such as Bristol paper) allows for fine lines and precise detail in graphite pencil drawings. Artists also typically choose acid-free paper to create their works, as basic wood pulp paper will degenerate and discolor far more quickly over time. Actual drawing techniques vary greatly depending on the specific media used as well as the artist's preferred style.
Well-known pencil drawings by famous artists include the "Portrait of Mme Guillaume Guillon" by Jean-Auguste Ingres, "Trees and a Stretch of Water on the Stour" (1832-1836) by John Constable (who also used a sepia wash in this expressionistic work), a sketched portrait of "Alice Meynell" (1894) by John Singer Sargent, "Drawing Hands" (1948) by Maurits Cornelis Escher. Famous drawings in pen and ink include "The Vitruvian Man" (1490) and "Five Grotesque Heads" (1494) by Leonardo da Vinci, "Rhinoceros" (1515) by Albrecht Dürer, "Pastoral Landscape" (1644) by Claude Lorrain, and "Don Quixote" (1955) by Pablo Picasso. Other master artists who frequently created drawings include Raphael, Peter Paul Rubens, Dante Gabriel Rosetti, Rembrandt, Francisco Goya, Edgar Degas, Paul Cezanne, and Henri Matisse.


text:
Form of Medium-Term Notes, Series A, Principal at Risk Securities Linked to a Basket of Two Indices and One ETF due January 27, 2023
EX-4.2 3 ex4-2.htm FORM OF MEDIUM-TERM NOTES, SERIES A
CUSIP NO. 95001HE80 FACE AMOUNT: $__________
REGISTERED NO. __
Principal at Risk Securities Linked to a Basket of Two Indices and One ETF
due January 27, 2023
WELLS FARGO FINANCE LLC, a limited liability company, duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term includes any successor corporation under and as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, an amount equal to the Maturity Payment Amount (as defined below), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, on the Stated Maturity Date. The "Initial Stated Maturity Date" shall be January 27, 2023. If the Calculation Day (as defined below) is not postponed for any Basket Component (as defined below), the Initial Stated Maturity Date will be the "Stated Maturity Date." If the Calculation Day is postponed for any Basket Component, the "Stated Maturity Date" shall be the later of (i) the Initial Stated Maturity Date and (ii) three Business Days (as defined below) after the last Calculation Day as postponed. This Security shall not bear any interest.
Determination of Maturity Payment Amount
The "Maturity Payment Amount" of this Security will equal:
• if the Ending Value is greater than the Starting Value: the Face Amount plus the lesser of:
(ii) the Maximum Return;
• if the Ending Value is less than or equal to the Starting Value, but greater than or equal to the Threshold Value: the Face Amount; or
• if the Ending Value is less than the Threshold Value: the Face Amount minus:
All calculations with respect to the Maturity Payment Amount will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., 0.000005 would be rounded to 0.00001); and the Maturity Payment Amount will be rounded to the nearest cent, with one-half cent rounded upward.
"Basket" shall mean a basket comprised of the following Basket Components, with the return of each Basket Component having the weighting noted parenthetically: S&P 500® Index (1/3); MSCI EAFE Index® (1/3); and iShares® MSCI Emerging Markets ETF (1/3).
"Basket Component" shall mean each of the S&P 500 Index, the MSCI EAFE Index and the iShares MSCI Emerging Markets ETF.
The "Pricing Date" shall mean January 24, 2020.
The "Starting Value" is 100.
The "Ending Value" will be calculated based on the weighted returns of the Basket Components and will be equal to the product of (i) 100 and (ii) an amount equal to 1 plus the sum of: (A) 1/3 of the Component Return of the S&P 500 Index; (B) 1/3 of the Component Return of the MSCI EAFE Index; and (C) 1/3 of the Component Return of the iShares MSCI Emerging Markets ETF.
The "Component Return" of a Basket Component will be equal to:
Final Component Value – Initial Component Value
Initial Component Value
• the "Initial Component Value" is the Closing Value of such Basket Component on the Pricing Date; and
• the "Final Component Value" will be the Closing Value of such Basket Component on the Calculation Day.
The Initial Component Values of the Basket Components are as follows: S&P 500 Index (3295.47); MSCI EAFE Index (2044.92); and iShares MSCI Emerging Markets ETF ($44.60).
The "Closing Value" means, with respect to an Index on any Trading Day, its Closing Level on that Trading Day, and with respect to the Fund on any Trading Day, its Fund Closing Price on that Trading Day.
"Index" shall mean each of the S&P 500 Index and the MSCI EAFE Index.
"Fund" shall mean the iShares MSCI Emerging Markets ETF.
"Underlying Index" shall mean the MSCI Emerging Markets Index.
The "Closing Level" of an Index on any Trading Day means the official closing level of that Index reported by the relevant Index Sponsor on such Trading Day, as obtained by the Calculation Agent on such Trading Day from the licensed third-party market data vendor contracted by the Calculation Agent at such time; in particular, taking into account the decimal precision and/or rounding convention employed by such licensed third-party market data vendor on such date, subject to the provisions set forth below under "Adjustments to an Index," "Discontinuance of an Index" and "Market Disruption Events."
The "Fund Closing Price" with respect to the Fund on any Trading Day means the product of (i) the Closing Price of one share of the Fund (or one unit of any other security for which a Fund Closing Price must be determined) on such Trading Day and (ii) the Adjustment Factor applicable to the Fund on such Trading Day.
The "Closing Price" for one share of the Fund (or one unit of any other security for which a Closing Price must be determined) on any Trading Day means the official closing price on such day published by the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the Fund (or any such other security) is listed or admitted to trading.
The "Adjustment Factor" means, with respect to a share of the Fund (or one unit of any other security for which a Fund Closing Price must be determined), 1.0, subject to adjustment in the event of certain events affecting the shares of the Fund. See "Anti-dilution Adjustments Relating to the Fund; Alternate Calculation" below.
The "Threshold Value" is 80, which is equal to 80% of the Starting Value.
The "Maximum Return" is 30.00% of the Face Amount of this Security.
The "Participation Rate" is 200%.
"Index Sponsor" shall mean the sponsor or publisher of an Index.
"Fund Sponsor" shall mean the sponsor of the Fund.
A "Trading Day" with respect to the S&P 500 Index means a day, as determined by the Calculation Agent, on which (i) the Relevant Stock Exchanges with respect to each security underlying such Index are scheduled to be open for trading for their respective regular trading sessions and (ii) each Related Futures or Options Exchange with respect to such Index is scheduled to be open for trading for its regular trading session.
A "Trading Day" with respect to the MSCI EAFE Index means a day, as determined by the Calculation Agent, on which (i) the relevant Index Sponsor is scheduled to publish the level of the MSCI EAFE Index and (ii) each Related Futures or Options Exchange with respect to the MSCI EAFE Index is scheduled to be open for trading for its regular trading session.
The "Related Futures or Options Exchange" for an Index means an exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Index.
The "Relevant Stock Exchange" for any security underlying an Index means the primary exchange or quotation system on which such security is traded, as determined by the Calculation Agent.
A "Trading Day" with respect to the Fund means a day, as determined by the Calculation Agent, on which the Relevant Stock Exchange and each Related Futures or Options Exchange with respect to the Fund or any successor thereto, if applicable, are scheduled to be open for trading for their respective regular trading sessions.
The "Relevant Stock Exchange" for the Fund means the primary exchange or quotation system on which shares (or other applicable securities) of the Fund are traded, as determined by the Calculation Agent.
The "Related Futures or Options Exchange" for the Fund means each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to the Fund.
The "Calculation Day" shall be January 24, 2023. If such day is not a Trading Day with respect to any Basket Component, the Calculation Day for each Basket Component will be postponed to the next succeeding day that is a Trading Day with respect to each Basket
Component. The Calculation Day for a Basket Component is also subject to postponement due to the occurrence of a Market Disruption Event (as defined below) with respect to such Basket Component. If a Market Disruption Event occurs or is continuing with respect to a Basket Component on the Calculation Day, then the Calculation Day for such Basket Component will be postponed to the first succeeding Trading Day for such Basket Component on which a Market Disruption Event for such Basket Component has not occurred and is not continuing; however, if such first succeeding Trading Day has not occurred as of the eighth Trading Day for such Basket Component after the originally scheduled Calculation Day, that eighth Trading Day shall be deemed to be the Calculation Day for such Basket Component. If the Calculation Day has been postponed eight Trading Days for a Basket Component after the originally scheduled Calculation Day and a Market Disruption Event occurs or is continuing with respect to such Basket Component on such eighth Trading Day, the Calculation Agent will determine the Closing Value of such Basket Component on such eighth Trading Day (i) in the case of an Index, in accordance with the formula for and method of calculating the Closing Level of such Index last in effect prior to commencement of the Market Disruption Event, using the closing price (or, with respect to any relevant security, if a Market Disruption Event has occurred with respect to such security, its good faith estimate of the value of such security at (a) with respect to the S&P 500 Index, the Scheduled Closing Time of the Relevant Stock Exchange for such security or, if earlier, the actual closing time of the regular trading session of such Relevant Stock Exchange or (b) with respect to the MSCI EAFE Index, the time at which the official Closing Level of such Index is calculated and published by the relevant Index Sponsor) on such date of each security included in such Index and (ii) in the case of the Fund, based on its good faith estimate of the value of the shares (or other applicable securities) of such Fund as of the close of trading on such date. As used in clause (i) of the immediately preceding sentence, "closing price" means, with respect to any security on any date, the Relevant Stock Exchange traded or quoted price of such security as of (a) with respect to the S&P 500 Index, the Scheduled Closing Time of the Relevant Stock Exchange for such security or, if earlier, the actual closing time of the regular trading session of such Relevant Stock Exchange or (b) with respect to the MSCI EAFE Index, the time at which the official Closing Level of such Index is calculated and published by the relevant Index Sponsor. Notwithstanding the postponement of the Calculation Day for a Basket Component due to a Market Disruption Event with respect to such Basket Component on such day, the originally scheduled Calculation Day will remain the Calculation Day for any Basket Component not affected by a Market Disruption Event on such day. See "—Market Disruption Events."
"Calculation Agent" shall mean the Person that has entered into the Calculation Agent Agreement with the Company providing for, among other things, the determination of the Ending Value and the Maturity Payment Amount, which term shall, unless the context otherwise requires, include its successors under such Calculation Agent Agreement. The initial Calculation Agent shall be Wells Fargo Securities, LLC. Pursuant to the Calculation Agent Agreement, the Company may appoint a different Calculation Agent from time to time after the initial issuance of this Security without the consent of the Holder of this Security and without notifying the Holder of this Security.
Adjustments to an Index
If at any time the method of calculating an Index or a Successor Equity Index, or the closing level thereof, is changed in a material respect, or if an Index or a Successor Equity Index is in any other way modified so that such index does not, in the opinion of the Calculation Agent, fairly represent the level of such index had those changes or modifications not been made, then the Calculation Agent will, at the close of business in New York, New York, on each date that the closing level of such index is to be calculated, make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a level of an index comparable to such Index or Successor Equity Index as if those changes or modifications had not been made, and the Calculation Agent will calculate the closing level of such Index or Successor Equity Index with reference to such index, as so adjusted. Accordingly, if the method of calculating an Index or Successor Equity Index is modified so that the level of such index is a fraction or a multiple of what it would have been if it had not been modified (e.g., due to a split or reverse split in such equity index), then the Calculation Agent will adjust such Index or Successor Equity Index in order to arrive at a level of such index as if it had not been modified (e.g., as if the split or reverse split had not occurred).
Discontinuance of an Index
If an Index Sponsor discontinues publication of an Index, and such Index Sponsor or another entity publishes a successor or substitute equity index that the Calculation Agent determines, in its sole discretion, to be comparable to such Index (a "Successor Equity Index"), then, upon the Calculation Agent's notification of that determination to the Trustee and the Company, the Calculation Agent will substitute the Successor Equity Index as calculated by the relevant Index Sponsor or any other entity and calculate the Closing Value of such Index as described above. Upon any selection by the Calculation Agent of a Successor Equity Index, the Company will cause notice to be given to the Holder of this Security.
In the event that an Index Sponsor discontinues publication of an Index prior to, and the discontinuance is continuing on, the Calculation Day and the Calculation Agent determines that no Successor Equity Index is available at such time, the Calculation Agent will calculate a substitute Closing Level for such Index in accordance with the formula for and method of calculating such Index last in effect prior to the discontinuance, but using only those securities that comprised such Index immediately prior to that discontinuance. If a Successor Equity Index is selected or the Calculation Agent calculates a level as a substitute for such Index, the Successor Equity Index or level will be used as a substitute for such Index for all purposes, including the purpose of determining whether a Market Disruption Event exists.
If on the Calculation Day an Index Sponsor fails to calculate and announce the level of an Index, the Calculation Agent will calculate a substitute Closing Level of such Index in accordance with the formula for and method of calculating such Index last in effect prior to the failure, but using only those securities that comprised such Index immediately prior to that failure; provided that, if a Market Disruption Event occurs or is continuing on such day with respect to such Index, then the provisions set forth above under the definition of "Calculation Day" shall apply in lieu of the foregoing.
A "Market Disruption Event" with respect to the S&P 500 Index means any of the following events as determined by the Calculation Agent in its sole discretion:
(A) The occurrence or existence of a material suspension of or limitation imposed on trading by the Relevant Stock Exchanges or otherwise relating to securities which then comprise 20% or more of the level of such Index or any Successor Equity Index at any time during the one-hour period that ends at the Close of Trading on that day, whether by reason of movements in price exceeding limits permitted by those Relevant Stock Exchanges or otherwise.
(B) The occurrence or existence of a material suspension of or limitation imposed on trading by any Related Futures or Options Exchange or otherwise in futures or options contracts relating to such Index or any Successor Equity Index on any Related Futures or Options Exchange at any time during the one-hour period that ends at the Close of Trading on that day, whether by reason of movements in price exceeding limits permitted by the Related Futures or Options Exchange or otherwise.
(C) The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, securities that then comprise 20% or more of the level of such Index or any Successor Equity Index on their Relevant Stock Exchanges at any time during the one-hour period that ends at the Close of Trading on that day.
(D) The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, futures or options contracts relating to such Index or any Successor Equity Index on any Related Futures or Options Exchange at any time during the one-hour period that ends at the Close of Trading on that day.
(E) The closure on any Exchange Business Day of the Relevant Stock Exchanges on which securities that then comprise 20% or more of the level of such Index or any Successor Equity Index are traded or any Related Futures or Options Exchange with respect to such Index or any Successor Equity Index prior to its Scheduled Closing Time unless the earlier closing time is announced by the Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, at least one hour prior to the earlier of (1) the actual closing time for the regular trading session on such Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, and (2) the submission deadline for orders to be entered into the Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, system for execution at such actual closing time on that day.
(F) The Relevant Stock Exchange for any security underlying such Index or Successor Equity Index or any Related Futures or Options Exchange with respect to such Index or Successor Equity Index fails to open for trading during its regular trading session.
For purposes of determining whether a Market Disruption Event has occurred with respect to the S&P 500 Index:
(1) the relevant percentage contribution of a security to the level of such Index or any Successor Equity Index will be based on a comparison of (x) the portion of the level of such index attributable to that security and (y) the overall level of such Index or Successor Equity Index, in each case immediately before the occurrence of the Market Disruption Event;
(2) the "Close of Trading" on any Trading Day for such Index or any Successor Equity Index means the Scheduled Closing Time of the Relevant Stock Exchanges with respect to the securities underlying such Index or Successor Equity Index on such Trading Day; provided that, if the actual closing time of the regular trading session of any such Relevant Stock Exchange is earlier than its Scheduled Closing Time on such Trading Day, then (x) for purposes of clauses (A) and (C) of the definition of "Market Disruption Event" above, with respect to any security underlying such Index or Successor Equity Index for which such Relevant Stock Exchange is its Relevant Stock Exchange, the "Close of Trading" means such actual closing time and (y) for purposes of clauses (B) and (D) of the definition of "Market Disruption Event" above, with respect to any futures or options contract relating to such Index or Successor Equity Index, the "Close of Trading" means the latest actual closing time of the regular trading session of any of the Relevant Stock Exchanges, but in no event later than the Scheduled Closing Time of the Relevant Stock Exchanges;
(3) the "Scheduled Closing Time" of any Relevant Stock Exchange or Related Futures or Options Exchange on any Trading Day for such Index or any Successor Equity Index means the scheduled weekday closing time of such Relevant Stock Exchange or Related Futures or Options Exchange on such Trading Day, without regard to after hours or any other trading outside the regular trading session hours; and
(4) an "Exchange Business Day" means any Trading Day for such Index or any Successor Equity Index on which each Relevant Stock Exchange for the securities underlying such Index or any Successor Equity Index and each Related Futures or Options Exchange with respect to such Index or any Successor Equity Index are open for trading during their respective regular trading sessions, notwithstanding any such Relevant Stock Exchange or Related Futures or Options Exchange closing prior to its Scheduled Closing Time.
A "Market Disruption Event" with respect to the MSCI EAFE Index means, any of (A), (B), (C) or (D) below, as determined by the Calculation Agent in its sole discretion:
(A) Any of the following events occurs or exists with respect to any security included in such Index or any Successor Equity Index, and the aggregate of all securities included in such Index or Successor Equity Index with respect to which any such event occurs comprise 20% or more of the level of such Index or Successor Equity Index:
• a material suspension of or limitation imposed on trading by the Relevant Stock Exchange for such security or otherwise at any time during the one-hour period that ends at the Scheduled Closing Time for the Relevant Stock Exchange for such security on that day, whether by reason of movements in price exceeding limits permitted by the Relevant Stock Exchange or otherwise;
• any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, such security on its Relevant Stock Exchange at any time during the one-hour period that ends at the Scheduled Closing Time for the Relevant Stock Exchange for such security on that day; or
• the closure on any Exchange Business Day of the Relevant Stock Exchange for such security prior to its Scheduled Closing Time unless the earlier closing is announced by such Relevant Stock Exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Relevant Stock Exchange and (ii) the submission deadline for orders to be entered into the Relevant Stock Exchange system for execution at the Scheduled Closing Time for such Relevant Stock Exchange on that day.
(B) Any of the following events occurs or exists with respect to futures or options contracts relating to such Index or any Successor Equity Index:
• a material suspension of or limitation imposed on trading by any Related Futures or Options Exchange or otherwise at any time during the one-hour period that ends at the close of trading on such Related Futures or Options Exchange on that day, whether by reason of movements in price exceeding limits permitted by the Related Futures or Options Exchange or otherwise;
• any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, futures or options contracts relating to such Index or Successor Equity Index on any Related Futures or Options Exchange at any time during the one-hour period that ends at the close of trading on such Related Futures or Options Exchange on that day; or
• the closure on any Exchange Business Day of any Related Futures or Options Exchange prior to its Scheduled Closing Time unless the earlier closing time is announced by such Related Futures or Options Exchange at
least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Related Futures or Options Exchange and (ii) the submission deadline for orders to be entered into the Related Futures or Options Exchange system for execution at the close of trading for such Related Futures or Options Exchange on that day.
(C) The relevant Index Sponsor fails to publish the level of such Index or any Successor Equity Index (other than as a result of the relevant Index Sponsor having discontinued publication of such Index or Successor Equity Index and no Successor Equity Index being available).
(D) Any Related Futures or Options Exchange fails to open for trading during its regular trading session.
For purposes of determining whether a Market Disruption Event has occurred with respect to the MSCI EAFE Index:
(1) the relevant percentage contribution of a security included in such Index or any Successor Equity Index to the level of such Index will be based on a comparison of (x) the portion of the level of such index attributable to that security to (y) the overall level of such index, in each case using the official opening weightings as published by the relevant Index Sponsor as part of the market opening data;
(2) the "Scheduled Closing Time" of any Relevant Stock Exchange or Related Futures or Options Exchange on any Trading Day means the scheduled weekday closing time of such Relevant Stock Exchange or Related Futures or Options Exchange on such Trading Day, without regard to after hours or any other trading outside the regular trading session hours; and
(3) an "Exchange Business Day" means any Trading Day on which (i) the relevant Index Sponsor publishes the level of such Index or any Successor Equity Index and (ii) each Related Futures or Options Exchange is open for trading during its regular trading session, notwithstanding any Related Futures or Options Exchange closing prior to its Scheduled Closing Time.
A "Market Disruption Event" with respect to the Fund means any of the following events as determined by the Calculation Agent in its sole discretion:
(A) The occurrence or existence of a material suspension of or limitation imposed on trading by the Relevant Stock Exchange or otherwise relating to the shares (or other applicable securities) of the Fund or any Successor Fund (as defined below) on the Relevant Stock Exchange at any time during the one-hour period that ends at the Close of Trading on such day, whether by reason of movements in price exceeding limits permitted by such Relevant Stock Exchange or otherwise.
(B) The occurrence or existence of a material suspension of or limitation imposed on trading by any Related Futures or Options Exchange or otherwise in futures or options contracts relating to the shares (or other applicable securities) of the Fund
or any Successor Fund on any Related Futures or Options Exchange at any time during the one-hour period that ends at the Close of Trading on that day, whether by reason of movements in price exceeding limits permitted by the Related Futures or Options Exchange or otherwise.
(C) The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, shares (or other applicable securities) of the Fund or any Successor Fund on the Relevant Stock Exchange at any time during the one-hour period that ends at the Close of Trading on that day.
(D) The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, futures or options contracts relating to shares (or other applicable securities) of the Fund or any Successor Fund on any Related Futures or Options Exchange at any time during the one-hour period that ends at the Close of Trading on that day.
(E) The closure of the Relevant Stock Exchange or any Related Futures or Options Exchange with respect to the Fund or any Successor Fund prior to its Scheduled Closing Time unless the earlier closing time is announced by the Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, at least one hour prior to the earlier of (1) the actual closing time for the regular trading session on such Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, and (2) the submission deadline for orders to be entered into the Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, system for execution at the Close of Trading on that day.
(F) The Relevant Stock Exchange or any Related Futures or Options Exchange with respect to the Fund or any Successor Fund fails to open for trading during its regular trading session.
For purposes of determining whether a Market Disruption Event has occurred with respect to the Fund:
(1) "Close of Trading" means the Scheduled Closing Time of the Relevant Stock Exchange with respect to the Fund or any Successor Fund; and
(2) the "Scheduled Closing Time" of the Relevant Stock Exchange or any Related Futures or Options Exchange on any Trading Day for the Fund or any Successor Fund means the scheduled weekday closing time of such Relevant Stock Exchange or Related Futures or Options Exchange on such Trading Day, without regard to after hours or any other trading outside the regular trading session hours.
Anti-dilution Adjustments Relating to the Fund; Alternate Calculation
Anti-dilution Adjustments
The Calculation Agent will adjust the Adjustment Factor with respect to the Fund as specified below if any of the events specified below occurs with respect to the Fund and the effective date or ex-dividend date, as applicable, for such event is after the Pricing Date and on or prior to the Calculation Day for the Fund.
The adjustments specified below do not cover all events that could affect the Fund. The Calculation Agent may, in its sole discretion, make additional adjustments to any terms of this Security upon the occurrence of other events that affect or could potentially affect the market price of, or shareholder rights in, the Fund, with a view to offsetting, to the extent practical, any such change, and preserving the relative investment risks of this Security. In addition, the Calculation Agent may, in its sole discretion, make adjustments or a series of adjustments that differ from those described herein if the Calculation Agent determines that such adjustments do not properly reflect the economic consequences of the events specified herein or would not preserve the relative investment risks of this Security. All determinations made by the Calculation Agent in making any adjustments to the terms of this Security, including adjustments that are in addition to, or that differ from, those described herein, will be made in good faith and a commercially reasonable manner, with the aim of ensuring an equitable result. In determining whether to make any adjustment to the terms of this Security, the Calculation Agent may consider any adjustment made by the Options Clearing Corporation or any other equity derivatives clearing organization on options contracts on the Fund.
For any event described below, the Calculation Agent will not be required to adjust the Adjustment Factor unless the adjustment would result in a change to the Adjustment Factor then in effect of at least 0.10%. The Adjustment Factor resulting from any adjustment will be rounded up or down, as appropriate, to the nearest one-hundred thousandth.
(A) Stock Splits and Reverse Stock Splits
If a stock split or reverse stock split has occurred, then once such split has become effective, the Adjustment Factor will be adjusted to equal the product of the prior Adjustment Factor and the number of securities which a holder of one share (or other applicable security) of the Fund before the effective date of such stock split or reverse stock split would have owned or been entitled to receive immediately following the applicable effective date.
(B) Stock Dividends
If a dividend or distribution of shares (or other applicable securities) of the Fund has been made by the Fund ratably to all holders of record of such shares (or other applicable security), then the Adjustment Factor will be adjusted on the ex-dividend date to equal the prior Adjustment Factor plus the product of the prior Adjustment Factor and the number of shares (or other applicable security) of the Fund which a holder of one share (or other applicable security) of the Fund before
the ex-dividend date would have owned or been entitled to receive immediately following that date; provided, however, that no adjustment will be made for a distribution for which the number of securities of the Fund paid or distributed is based on a fixed cash equivalent value.
(C) Extraordinary Dividends
If an Extraordinary Dividend (as defined below) has occurred, then the Adjustment Factor will be adjusted on the ex-dividend date to equal the product of the prior Adjustment Factor and a fraction, the numerator of which is the Closing Price per share (or other applicable security) of the Fund on the Trading Day preceding the ex-dividend date, and the denominator of which is the amount by which the Closing Price per share (or other applicable security) of the Fund on the Trading Day preceding the ex-dividend date exceeds the Extraordinary Dividend Amount (as defined below).
For purposes of determining whether an Extraordinary Dividend has occurred:
(1) "Extraordinary Dividend" means any cash dividend or distribution (or portion thereof) that the Calculation Agent determines, in its sole discretion, is extraordinary or special; and
(2) "Extraordinary Dividend Amount" with respect to an Extraordinary Dividend for the securities of the Fund will equal the amount per share (or other applicable security) of the Fund of the applicable cash dividend or distribution that is attributable to the Extraordinary Dividend, as determined by the Calculation Agent in its sole discretion.
A distribution on the securities of the Fund described below under the section entitled "—Reorganization Events" below that also constitutes an Extraordinary Dividend will only cause an adjustment pursuant to that "—Reorganization Events" section.
(D) Other Distributions
If the Fund declares or makes a distribution to all holders of the shares (or other applicable security) of the Fund of any non-cash assets, excluding dividends or distributions described under the section entitled "—Stock Dividends" above, then the Calculation Agent may, in its sole discretion, make such adjustment (if any) to the Adjustment Factor as it deems appropriate in the circumstances. If the Calculation Agent determines to make an adjustment pursuant to this paragraph, it will do so with a view to offsetting, to the extent practical, any change in the economic position of a holder of this Security that results solely from the applicable event.
(E) Reorganization Events
If the Fund, or any Successor Fund, is subject to a merger, combination, consolidation or statutory exchange of securities with another exchange traded fund, and the Fund is not the surviving entity (a "Reorganization Event"), then, on or after the date of such event, the Calculation Agent shall, in its sole discretion, make an adjustment to the Adjustment Factor or the method of determining the Maturity Payment Amount or any other terms of this Security as the Calculation Agent determines appropriate to account for the economic effect on this Security of such event, and determine the effective date of that adjustment. If the Calculation Agent determines that no adjustment that it could make will produce a commercially reasonable result, then the Calculation Agent may deem such event a Liquidation Event (as defined below).
Liquidation Events
If the Fund is de-listed, liquidated or otherwise terminated (a "Liquidation Event"), and a successor or substitute exchange traded fund exists that the Calculation Agent determines, in its sole discretion, to be comparable to the Fund, then, upon the Calculation Agent's notification of that determination to the Trustee and the Company, any subsequent Fund Closing Price for the Fund will be determined by reference to the Fund Closing Price of such successor or substitute exchange traded fund (such exchange traded fund being referred to herein as a "Successor Fund"), with such adjustments as the Calculation Agent determines are appropriate to account for the economic effect of such substitution on the holder of this Security.
If the Fund undergoes a Liquidation Event prior to, and such Liquidation Event is continuing on, the date that any Fund Closing Price of the Fund is to be determined and the Calculation Agent determines that no Successor Fund is available at such time, then the Calculation Agent will, in its discretion, calculate the Fund Closing Price for the Fund on such date by a computation methodology that the Calculation Agent determines will as closely as reasonably possible replicate the Fund, provided that if the Calculation Agent determines in its discretion that it is not practicable to replicate the Fund (including but not limited to the instance in which the sponsor of the Underlying Index discontinues publication of the Underlying Index), then the Calculation Agent will calculate the Fund Closing Price for the Fund in accordance with the formula last used to calculate the Fund Closing Price before such Liquidation Event, but using only those securities that were held by the Fund immediately prior to such Liquidation Event without any rebalancing or substitution of such securities following such Liquidation Event.
If a Successor Fund is selected or the Calculation Agent calculates the Fund Closing Price as a substitute for the Fund, such Successor Fund or Fund Closing Price will be used as a substitute for the Fund for all purposes, including for purposes of determining whether a Market Disruption Event exists with respect to the Fund.
If any event is both a Reorganization Event and a Liquidation Event, such event will be treated as a Reorganization Event for purposes of this Security unless the Calculation Agent makes the determination referenced in the last sentence of the section entitled "—Anti-dilution Adjustments—Reorganization Events" above.
Alternate Calculation
If at any time the method of calculating the Fund or a Successor Fund, or the Underlying Index, is changed in a material respect, or if the Fund or a Successor Fund is in any other way modified so that such fund does not, in the opinion of the Calculation Agent, fairly represent the price of the securities of the Fund or such Successor Fund had such changes or modifications not been made, then the Calculation Agent may, at the close of business in New York City on the date that any Fund Closing Price is to be determined, make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a Closing Price of an exchange traded fund comparable to the Fund or such Successor Fund, as the case may be, as if such changes or modifications had not been made, and calculate the Fund Closing Price and the Maturity Payment Amount with reference to such adjusted Closing Price of the Fund or such Successor Fund, as applicable.
The Calculation Agent will determine the Maturity Payment Amount. In addition, the Calculation Agent will (i) determine the Closing Values of the Basket Components under certain circumstances, (ii) determine if adjustments are required to the Closing Values of the Basket Components under the circumstances described in this Security, (iii) if publication of an Index is discontinued, select a Successor Equity Index or, if no Successor Equity Index is available, determine the Closing Value of that Index under the circumstances described in this Security, (iv) determine whether a Market Disruption Event or non-Trading Day has occurred, and (v) if the Fund undergoes a Liquidation Event, select a Successor Fund or, if no Successor Fund is available, determine the Fund Closing Price of the Fund.
This Security is not subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior to January 27, 2023. This Security is not entitled to any sinking fund.
If an Event of Default, as defined in the Indenture, with respect to this Security shall occur and be continuing, the Maturity Payment Amount (calculated as set forth in the next sentence) of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted under the Indenture will be equal to the Maturity Payment Amount hereof calculated as provided herein as though the date of acceleration was the Calculation Day.
This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an indenture dated as of April 25, 2018, as amended or supplemented from time to time (herein called the "Indenture"), among the Company, as issuer, Wells Fargo & Company, as guarantor (the "Guarantor"), and Citibank, N.A., as trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series of the Securities designated as Medium-Term Notes, Series A, of the Company. The amount payable on the Securities of this series may be determined by reference to the performance of one or more equity-, commodity- or currency-based indices, exchange traded funds, securities, commodities, currencies, statistical measures of economic or financial performance, or a basket comprised of two or more of the foregoing, or any other market measure or may bear interest at a fixed rate or a floating rate. The Securities of this series may mature at different times, be redeemable at different times or not at all, be repayable at the option of the Holder at different times or not at all and be denominated in different currencies.
No reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Maturity Payment Amount at the times, place and rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security.
No recourse shall be had for the payment of the Maturity Payment Amount, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation or of the Guarantor or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.
TEN COM
TEN ENT
as tenants by the entireties
JT TEN
as joint tenants with right
UNIF GIFT MIN ACT
(Cust)
(Minor)


The professional field of law is expanding in today's fast moving society. Apart from lawyers and judges, there are a number of other emerging legal professions that are gaining popularity. Among these legal careers, paralegals have acquired a top ranking, according to the US News. Paralegals can be described as legal professionals who work behind the scenes, helping lawyers and attorneys with trials, office management, document preparation, and more. Their assistance and support services play a huge role in streamlining legal services. Individuals who wish to join the legal industry but do not want to become a lawyer or an attorney can go for this career. Paralegals can be found in all kinds of law firms and legal agencies, working in various specialization areas such as corporate law, family law, tort law, real estate law, and intellectual property law.
If you are interested in becoming a paralegal, you need to follow a certain educational path and acquire the necessary certification necessary for this field. There are many colleges and universities that offer short paralegal programs to aspiring students. You can also opt for a bachelor or masters level degree in paralegal studies if you want to pursue a great career as a paralegal. However, a short course such as paralegal certificate or a diploma will help prepare you for an entry level career.
During the last phase of the program, you may be asked to choose an area for specialization. This will help you prepare for a specific field in law, and polish your paralegal skills. The above mentioned subjects may vary from school to school.
Getting a certification as a paralegal can prove to be very helpful for your career although it is not a paralegal requirement. There are a number of professional associations that offer certification for paralegals. For example, the National Association for Legal Assistant (NALA) aims at providing higher education, certification, and continuing education programs to aspiring paralegal assistants.
Paralegals provide a range of supportive services to lawyers and attorneys. Their services are dependent upon the area of specialization and the type of employer. Some of the basic job tasks that a paralegal is expected to perform includes conducting researches, managing and preparing legal paperwork, organizing and presenting information, helping in trial preparation, and drafting contracts.
The median annual paralegal salary has been estimated around $46,000 in 2010 according to the US Bureau of Labor Statistics. This figure of income will be dependent upon a number of factors such as employer, law firm, previous work experience, and paralegal qualifications.
Q:Can you study to become a paralegal with an office administration certificate?
A:To become a paralegal, you must have a degree or certification in paralegal studies. You can seek these courses at many accredited schools. Paralegal programs will not only provide you with knowledge about administrative tasks, but will also familiarize you with legal terminology. Browse through our page for more detail.
Q:I am thinking of becoming a paralegal soon. Can you tell me a little about paralegal job description?
A:Paralegals are professionals who are required to assist lawyers and attorneys. These professional have a sound understanding legal procedures and administrative tasks. Some of the main tasks that fall in the job description include: file management, scheduling appointments, communicating with clients, preparing drafts and other legal documents, and conducting legal research.
Q:How do I qualify for entry level paralegal jobs without having to attend college?
A:If attending college is difficult for you, you can opt for a shorter paralegal course or certification program online. These are offered by a number of popular online schools that specialize in paralegal education. You can easily study from your home and earn a degree that will help prepare you for entry level paralegal jobs.
Q:My parents want to become a certified paralegal. Can you tell me about paralegal careers?
A:Paralegal careers are ranked among the leading law jobs in the nation. You can work in law firms and also specialize in certain branches of law such as corporate law, real estate law, and family law. As a paralegal, you will be required to assist lawyer sin their day-to-day of the firm. From conducting researches to drafting documents, paralegals perform a wide range of administrative tasks.
Q:What kind of jobs can i get with a paralegal degree?
A:With a paralegal degree, you can look forward to a career as a legal assistant in a law firm. Paralegals are required to provide supportive services to attorneys and lawyers. From managing files to preparing trial documents, the job will require these professionals to perform a wide range of administrative tasks. According to the US Bureau of Labor Statistics, the median annual income of paralegals is $46,990.
Q:Are jobs with a paralegal degree worth pursuing?
A:Paralegal jobs are ranked among the best legal occupations nowadays. These professionals make a median income of $46,990 per year according to the US bureau of labor statistics. The occupation is expected to grow in demand in the coming few years. You can specialize in fields such as corporate law, family law, employment law, real estate law, and more.
Q:What information do you have regarding careers with a paralegal degree?
A:Careers with a paralegal degree are growing in demand nowadays. Paralegals are skilled professionals who provide administrative services to attorneys and lawyers. From managing client schedule to preparing drafts and contracts, paralegals perform a range of activities. US News has ranked paralegal jobs among the leading legal occupations. Browse through our page for more information.
Q:How to become a paralegal in the united states after completing a high school education?
A:After you have completed your high school education, you can enroll in an associate degree in paralegal studies or a bachelor degree in paralegal studies. These are two main undergraduate degrees you can pursue in this field. However, if you looking for a shorter course, you can go for a certificate program in paralegal studies.
Q:What do paralegal careers entail?
A:Paralegals are professionals who are perform various administrative tasks. Paralegals are also known as legal assistants and are employed by various law firms. Some of the main job duties include: preparing legal papers, managing files, scheduling appointments, communicating with clients, and more. To find out more about this field, browse through our page.
Q:How much do certified paralegals make in a year? Can you give me an estimate of the entry level income in this occupation?
A:According to the US Bureau of Labor Statistics, paralegals make a median income of $46,990 annually. However, entry level paralegals may make an income below this range. This will vary and depend upon the type of law firm, employer, state, qualifications, and skills. You can browse through our page for more information.
Q:What is the most recommended and best way to become a paralegal?
A:The main academic path towards becoming a skilled paralegal involves getting a college education, a certificate in paralegal studies, or an associate/bachelor degree. You must acquire formal knowledge of the field and build skills necessary for the career. Learn more about paralegal jobs, education, training, and certifications on our page.
Q:How old do u have to be to be a paralegal?
A:You must be over the age of 18 to become a paralegal. Apart from the age requirement, you will also have to enroll in a paralegal certification program and acquire formal training. Paralegal programs are designed to help you build skills and acquire in-depth information of the legal industry. Take a look at our page for more information.
Q:How much does a criminal paralegal make?
A:The US Bureau of Labor Statistics has estimated the median income of paralegals to be approximately $46,990. You can expect a reasonable income level in this legal field. There are various branches of law you can specialize in such as criminal law, corporate law, and more. Feel free to browse through our page for more information.
Q:I want to become a paralegal in 4 months, is this possible?
A:The time needed to become a professional paralegal will basically depend upon the academic route you choose. You must first complete your high school education and then enroll in a paralegal program. There are also paralegal certifications you can choose from. If you are looking for the quickest route to becoming a certified paralegal, you can opt for accelerated degree programs.
Q:How much do paralegals make?
A:Paralegals are legal assistants who provide administrative and supportive services to lawyers. They are found working in all kinds of legal firms. According to the US Bureau of Labor Statistics, the median income level of paralegals has been estimated to be $46,680 per year. This occupation is expected to grow in the coming years.
Q:How much does a paralegal make with a degree in this field?
A:Paralegals have been reported to make a median income of $46,680 according to the US Bureau of Labor Statistics. However, the entry level income will be less than $30,000. These professionals provide supportive services to lawyers and law firms. The popularity and demand of paralegal has seen a dramatic rise in recent years.
Q:How much does a paralegal make a year with a paralegal certification?
A:A paralegal certification will help prepare an individual for the job position of a legal assistant. These professionals work alongside lawyers and attorneys, and offer services that can be administrative in nature. The median income level recorded by the US Bureau of Labor Statistics is $46,680. This figure is expected to increase in the coming years due to high demand.
Q:How much paralegals make after completing a degree or a certification in this area?
A:The median income of paralegals has been estimated to be $46,680 by the US Bureau of Labor Statistics. However, the entry level inc0ome may be a little less. The demand for paralegals has increased in the nation. US News has ranked this career among the top growing occupations in the country.
Q:What are the basic paralegal requirements?
A:Paralegal careers are among the fastest growing careers in the legal industry. You can prep for this field by earning a degree in the field. There are plenty of popular law institutes that offer law certifications and degree programs. You must have the right set of skills, legal knowledge, and commitment to become a paralegal.
Q:How do i become a paralegal and start working with a law firm?
A:To become a paralegal, you need to get a degree in this field or a relevant certification. Employers look for paralegals who have acquired some form of higher education and are well equipped with the legal skills needed for this career. You can apply for an internship at a law school or simply start working as an assistant or a paralegal at law firms. Paralegals are in high demand.
Q:How do you become a paralegal through financial aid?
A:Not everyone has the finance to pursue higher education. Inflation has made college education unaffordable for many students. However, these issues should not stop you from pursuing your academic field. You can always seek financial help and apply for aid by filling out a FAFSA form. On the other hand, you can pursue an online paralegal program as this mode of education has turned out to be more cost efficient.
Q:How long does it take to become a paralegal if I opt for a certificate program?
A:Certificate programs in paralegal studies are non-degree programs. The duration for such programs is shorter as compared to the regular bachelor or masters degree. Some certificate programs can be completed in 6 months while others may take a year. The duration may vary from school to school so you will need to confirm with the institute regarding the duration.
Q:How to be a paralegal through online programs?
A:Becoming a paralegal online is more convenient as compared to campus based programs. There are a number of online schools that offer online degrees, diplomas, and certification programs in the field of paralegal studies. All you have to do is pick a school offering this program, and apply for admission.
Q:How to become paralegal assistants with an associate degree?
A:An associate degree in paralegal studies will help you learn about the field and will equip you with skills needed for this job. Many individuals pursue a career as a paralegal with an associate qualification. You too can work as a paralegal by completing the program from an accredited institute, and applying for a job in law firms.
Q:After I become a paralegal, what kind of salary should I expect?
A:Paralegals are legal assistants who provide supportive services to lawyers and attorneys. These professionals can perform a variety of office related tasks and administrative tasks. The median income level of paralegals has been estimated to be $46,680 by the US Bureau of Labor Statistics. Your Income level is likely to increase with more experience on the job and better credentials.
Q:I want to become paralegal but I'm not sure about the degree program I should enroll in. Can you help me?
A:Universities are offering paralegal degree programs to students interested in becoming a paralegal. This academic field can be pursued at associate and bachelor level. You will study a wide range of courses related to the legal field and the justice administration system. On the other hand, if you want to enroll in a non-degree program, there is always the option of paralegal certificate programs.
Q:Becoming a paralegal is easier online?
A:Online paralegal programs are more convenient to cover as compared to campus-based programs. You can study according to your own pace and time. There are no extra costs related to travelling or textbooks, all you need is a computer and an internet connection. You can search online or go through our page to see the availability of online paralegal schools.