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    SEC Form 11-K filed by Procter & Gamble Company

    5/30/25 10:32:18 AM ET
    $PG
    Package Goods/Cosmetics
    Consumer Discretionary
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    11-K 1 pgcomempsavingsplan.htm P&G COMMERCIAL EMPLOYEE SAVINGS PLAN 2024
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
     
    Form 11-K
     
    x
    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024, OR
    ¨
    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ to _________
     
    Registration number: 33-50273
     
     
    A.
    Full title of the plan and the address of the plan, if different from that of the issuer named below: The Procter & Gamble Commercial Company Employees’ Savings Plan, Two Procter & Gamble Plaza, Cincinnati, Ohio 45202.
     
    B.
    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: c/o The Procter & Gamble Company, One Procter & Gamble Plaza, Cincinnati, Ohio 45202.
     
     
    REQUIRED INFORMATION
     
    Item 4
    Plan Financial Statements and Schedules Prepared in Accordance with the Financial Reporting Requirements of ERISA.
     
     
     
     
    SIGNATURE
     
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit plan) have duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
     
    THE PROCTER & GAMBLE COMMERCIAL
    COMPANY EMPLOYEES’ SAVINGS PLAN 

    Date:   May 30, 2025                                                            
     
     
    By: _/s/ Kyle Scheidler                        
          Kyle Scheidler 
          Senior Director
     
     
     
    EXHIBIT INDEX
     
         23
    Consent of Deloitte & Touche LLP

     
     
     
     

     




     
     
     
     
     
     
     

     
     
     
     
     
    The Procter & Gamble
    Commercial Company
    Employees' Savings Plan
     
    Plan #002
    EIN# 66-0676831
     
    Financial Statements as of and for the
    Years Ended December 31, 2024 and 2023,
    Supplemental Schedules as of and for the Year Ended December 31, 2024,
    and Report of Independent Registered Public Accounting Firm
     
     
     
     
     
     
     
     
     


     
     
     
     
     
     

     
    THE PROCTER & GAMBLE COMMERCIAL COMPANY
    EMPLOYEES' SAVINGS PLAN  
     
    TABLE OF CONTENTS
     
     
     
     
     
     
     
    Page
     
     
     
     
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
    1
     
     
     
     
    FINANCIAL STATEMENTS:
     
     
     
     
     
     
     
    Statements of Net Assets Available for Benefits as of December 31, 2024 and 2023
     
    2
     
     
     
     
     
    Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2024 and 2023
     
    3
     
     
     
     
     
    Notes to Financial Statements as of and for the Years Ended December 31, 2024 and 2023
     
    4-9
     
     
     
     
    SUPPLEMENTAL SCHEDULES -
     
    10
           
     
    Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2024
     
    11
     
     
     
     
      Form 5500, Schedule H, Part IV, Line 4j — Schedule of Reportable Transactions for the Year Ended December 31, 2024    12
     
     
     
     
    NOTE:
    All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
     
     



    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Plan Participants and Plan Administrator of the Procter & Gamble U.S. Business Services Company:
    Opinion on the Financial Statements
    We have audited the accompanying statements of net assets available for benefits of The Procter & Gamble Commercial Company Employees’ Savings Plan (the "Plan") as of December 31, 2024 and 2023, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2024 and 2023, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
    Basis for Opinion
    These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
    We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
    Report on Supplemental Schedules
    The supplemental schedules listed in the table of contents have been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedules are the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.
     /s/ DELOITTE & TOUCHE LLP
    Cincinnati, Ohio
    May 30, 2025
    We have served as the auditor of the Plan since 1993.

    -1-

    THE PROCTER & GAMBLE COMMERCIAL COMPANY
         
    EMPLOYEES’ SAVINGS PLAN
         
           
    STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
         
    AS OF DECEMBER 31, 2024 AND 2023
         
           
           
     
    2024
     
    2023
           
    ASSETS:
         
      Investments — at fair value:
         
        Cash
      $          8,723
     
      $          3,579
        The Procter & Gamble Company common stock
          20,893,884
     
          20,150,569
        The J.M. Smucker Company common stock
                47,021
     
                56,997
        Common collective trust fund
                41,442
     
                38,688
        Mutual funds
          33,159,743
     
          29,848,244
           
               Total Investments
          54,150,813
     
          50,098,077
           
      Receivables -
         
        Other
                26,068
     
                18,349
           
               Total Receivables
                26,068
     
                18,349
           
               Total Assets
          54,176,881
     
          50,116,426
           
    LIABILITY — Excess contributions payable
                    -
     
                11,274
           
    NET ASSETS AVAILABLE FOR BENEFITS
      $   54,176,881
     
      $   50,105,152
           
    See notes to financial statements.
         


    -2-

    THE PROCTER & GAMBLE COMMERCIAL COMPANY
         
    EMPLOYEES’ SAVINGS PLAN
         
           
    STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
       
    FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
         
           
           
     
    2024
     
    2023
           
      CONTRIBUTIONS:
         
        Participant contributions
      $       306,528
     
      $       274,786
        Employer contributions
                 74,200
     
                 67,479
           
               Total Contributions
               380,728
     
               342,265
           
      INVESTMENT INCOME:
         
        Net appreciation in fair value of investments
            6,790,223
     
            3,432,364
        Dividends and interest
            1,221,541
     
            1,224,006
           
               NET INVESTMENT INCOME
            8,011,764
     
            4,656,370
           
           
    DEDUCTIONS:
         
      Benefits paid to participants
            4,287,023
     
            4,724,129
      Administrative expenses
                 33,740
     
                 33,874
           
               Total Deductions
            4,320,763
     
            4,758,003
           
    NET INCREASE IN NET ASSETS
            4,071,729
     
               240,632
           
    NET ASSETS AVAILABLE FOR BENEFITS:
         
      Beginning of year
          50,105,152
     
          49,864,520
           
      End of year
      $  54,176,881
     
      $  50,105,152
           
           
    See notes to financial statements.
         
           


    -3-

    THE PROCTER & GAMBLE COMMERCIAL COMPANY
    EMPLOYEES’ SAVINGS PLAN
    NOTES TO FINANCIAL STATEMENTS
    AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

    1.
    DESCRIPTION OF THE PLAN
    The following description of The Procter & Gamble Commercial Company Employees’ Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
    General — The Plan is a defined contribution plan covering all eligible employees of Procter & Gamble Commercial, LLC (the “Plan Sponsor”), a subsidiary of The Procter & Gamble Company (P&G). In order to be eligible to participate in the Plan, employees must be residents of Puerto Rico and have completed one year of service. The Procter & Gamble U.S. Business Services Company controls and manages the operation and administration of the Plan. Northern Trust Company serves as the custodian of the Plan. Banco Popular de Puerto Rico serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
    Contributions — Each year, participants may contribute up to 10% of their pretax annual compensation, as defined in the Plan, not exceeding the maximum deferral amount specified by Puerto Rico law. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Plan Sponsor contributes 40% of the first 5% of eligible compensation that a participant contributes to the Plan. Contributions are subject to certain limitations. Participant and Plan Sponsor contributions are recorded when withheld.
    Participant Accounts — Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, Plan Sponsor contributions, and allocations of Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
    Investments — Participants direct the investment of their contributions and account balances into various investment options offered by the Plan. The Plan Sponsor contributions are automatically invested in The Procter & Gamble Company common stock (“P&G common stock”). The Plan currently offers seven mutual funds (including a money market mutual fund) as investment options for participants.
    Vesting — Participants are vested immediately in their contributions, plus actual earnings thereon. The Plan Sponsor contributions plus actual earnings thereon are 100% vested upon the occurrence of any of the following events: completion of three years of credited service; attaining age 65; total disability or death while employed by the Plan Sponsor.
    Payment of Benefits — On termination of service, death, or disability, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution or as P&G common stock, with any fractional share of stock paid in cash. Participants are also eligible to make hardship withdrawals in the event of certain financial hardships.

    Notes Receivable from Participants — Loans to participants are not permitted under the Plan.
    -4-

    Forfeited Accounts — At December 31, 2024 and 2023, forfeited non-vested accounts totaled $791 and $748, respectively. These accounts can be used to reduce future Plan Sponsor contributions. During the year ended December 31, 2024 and 2023, no forfeited non-vested account monies were used.
    2.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
    Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
    Risks and Uncertainties — The Plan provides for various investment options in common stocks, a money market fund, and in registered investment companies which invest in combinations of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Market risks include global events which could impact the value of investment securities, such as a pandemic or international conflict. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

    Concentrations of Investments - Included in investments at December 31, 2024 and 2023, are shares of P&G common stock of $20,893,884 and $20,150,569, respectively. This investment represents 38.6% percent and 40.2% percent of total investments at December 31, 2024 and 2023, respectively. A significant decline in the market value of P&G’s stock would significantly affect the net assets available for benefits.

    Investment Valuation and Income Recognition — The Plan’s investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Quoted market prices are used to value investments.
    Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation/(depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held throughout the year.
    Management fees and operating expenses charged to the Plan for investments in mutual funds are deducted from income earned daily and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
    Excess Contributions Payable — The Plan is required to return contributions received during the Plan year in excess of the Puerto Rican Internal Revenue Code (the “PRIRC”) limits. There were no excess contributions payable at December 31, 2024. Excess contributions payable to the participants were $11,274 at December 31, 2023.
    Payment of Benefits — Benefit payments to participants are recorded upon distribution. There are no amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid at December 31, 2024 or 2023.
    -5-

    Administrative Expenses — Investment management expenses are paid by the Plan and are netted against investment income. Recordkeeping fees of the Plan are paid by participants through a reduction in their investment balances.
    3.
    FAIR VALUE MEASUREMENTS
    ASC 820, Fair Value Measurements and Disclosures, provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows: Level 1, which refers to securities valued using unadjusted quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs.  There are no Level 2 or Level 3 investments in this plan. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
    Asset Valuation Methodologies — Valuation methodologies maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2024 and 2023.
    Cash — Held primarily in short-duration, highly liquid securities, which are valued at cost plus accrued interest.
    Common Stocks — Valued at the closing price reported on the active market on which the individual securities are traded.
    Mutual Funds — Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are actively traded.
    Transfers between Levels — The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. The Plan’s policy is to recognize transfers between levels at the actual date of the event or change in circumstances that caused the transfer. For the years ended December 31, 2024 and 2023, there were no transfers between levels.
    We evaluate the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to the total net assets available for benefits.
    Common Collective Trust Fund - As permitted by accounting principles generally accepted in the United States of America, the Plan uses NAV as a practical expedient to determine the fair value of the common collective trust fund. NAV is based on the fair value of the underlying investments held by the fund less its liabilities. Participant transactions (purchases and sales) may occur daily. Redemption for the common collective trust is permitted daily with no other restrictions or notice periods and there are no unfunded commitments. In accordance with GAAP, the common collective trust fund measured at NAV has not been classified in the fair value hierarchy. The fair value amounts presented in the table below are intended to permit reconciliation to the amounts presented in the Statements of Net Assets Available for Benefits.
    -6-

    The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at December 31, 2024 and 2023:
                                                          Fair Value Measurements
       
    2024
       
    2023
         
                     
    Cash - Level 1
     
      $             8,723
       
      $            3,579
         
    Common stock - Level 1
     
             20,940,905
       
            20,207,566
         
    Mutual funds - Level 1
     
             33,159,743
       
            29,848,244
         
    Sub-Total - Level 1
     
             54,109,371
       
            50,059,389
         
    Investments measured at NAV -
    Common collective trust fund
                   
    41,442
       
                  
    38,688
         
    Total
     
      $     54,150,813
       
      $    50,098,077
         
                     
                     
    4.
    NON-PARTICIPANT DIRECTED INVESTMENT
    Company common stock is considered to be non-participant directed under the guidance of ASC 962-325, Plan Accounting - Defined Contribution Pension Plans – Investments - Other.
     
    2024
     
    2023
           
    Net assets — The Procter & Gamble Company
         
      common stock
     $         20,893,884
     
     $         20,150,569
           

     
    -7-

    Information about the net assets and the significant components of the changes in net assets relating to the non-participant directed investment (P&G common stock) as of December 31, 2024 and 2023, and for the years then ended, is as follows:
     
    2024
     
    2023
           
    Changes in net assets:
         
      Contributions
      $                78,439
     
      $                81,144
      Net appreciation/(depreciation) in fair value of investments
                   2,819,639
     
                    (660,284)
      Dividends
                      515,430
     
                      531,666
      Benefits paid to participants
                 (2,175,350)
     
                 (1,535,507)
      Net transfers to participant-directed investments
                    (482,008)
     
                        15,840
      Management fees
                      (12,835)
     
                      (14,933)
           
               Net change
                      743,315
     
                 (1,582,074)
           
    The Procter & Gamble Company common stock — beginning
         
      of year
                 20,150,569
     
                 21,732,643
           
    The Procter & Gamble Company common stock — end of
         
      year
      $         20,893,884
     
      $         20,150,569
           
    5.
    EXEMPT PARTY-IN-INTEREST TRANSACTIONS
    Certain Plan investments are funds managed by Banco Popular de Puerto Rico and Northern Trust Company, including an interest-bearing deposit account. Transactions with the recordkeeper, trustee, and custodian qualify as party-in-interest transactions. Fees paid for the investment management services were included as a reduction of the return earned on each fund.
    The Plan held shares of the P&G common stock and recorded dividend income on the shares for the years ended December 31, 2024 and 2023, as follows:
     
    2024
    2023
     
    Common stock:
         
      Shares
                   124,628
                    137,509
     
      Cost
      $        9,294,026
      $         9,903,116
     
      Dividend income
      $           515,430
      $            531,666
     
           
    During the years ended December 31, 2024 and 2023, the Plan’s investment in P&G common stock, including gains and losses on investments bought and sold as well as held during the year, appreciated in value by $2,819,639 and depreciated by $660,284, respectively.
    6.
    PLAN TERMINATION
    Although it has not expressed any intention to do so, the Plan Sponsor has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event the Plan is terminated participants would become 100% vested in their accounts.
    -8-

    7.
    TAX STATUS
    The Plan is exempt from Puerto Rico income taxes under the provisions of the PRIRC enacted on January 31, 2011. The 2011 PRIRC replaced the 1994 PRIRC, as amended. The 2011 PRIRC modified rules concerning contribution limits, coverage requirements, non-discrimination testing, and other matters. The 2011 PRIRC also provided for certain changes applicable to plans sponsored by entities under common control. These changes were effective for periods commencing after December 31, 2010, with certain additional requirements beginning on January 1, 2012. The Plan is not qualified under Section 401(a) of the U.S. Internal Revenue Code, but it is exempt from U.S. taxation under Section 1022 of the Employee Retirement Income Security Act of 1974. The Plan is subject to routine audits by taxing jurisdictions at any time. The Plan Sponsor and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the 2011 PRIRC and the Plan and the related trust continue to be tax-exempt. Therefore, no provision for income taxes has been reflected in the Plan’s financial statements.


    * * * * * *











    -9-












     SUPPLEMENTAL SCHEDULES









    -10-

    THE PROCTER & GAMBLE COMMERCIAL COMPANY
       
    EMPLOYEES’ SAVINGS PLAN
         
             
    FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
    AS OF DECEMBER 31, 2024
         
    EIN: 66-0676831
         
    PLAN: 002
         
             
             
       
    Description of
       
     
    Identity of Issue
    Investment
    Cost
    Fair Value
             
    *
    The Procter & Gamble Company
    Common stock
      $    9,294,026
      $  20,893,884
             
     
    The J.M. Smucker Company
    Common stock
    **
                 47,021
             
     
    Vanguard FTSE All-World EX US Index Fund
    Mutual fund
    **
            1,510,622
             
     
    Vanguard Balanced Index Fund
    Mutual fund
    **
            5,004,794
             
     
    Vanguard Small Cap Index Fund
    Mutual fund
    **
            5,302,069
             
     
    Vanguard Inflation Protected Securities Fund
    Mutual fund
    **
            1,029,708
             
     
    Vanguard Total Bond Market Index Fund
    Mutual fund
    **
            1,931,683
             
     
    Vanguard Treasury Money Market-Inst Fund
    Mutual fund
    **
            5,106,343
             
     
    Vanguard Institutional Index Fund
    Mutual fund
    **
          13,274,524
             
    *
    Northern Trust Short Term Investment Fund
    Common Collective Trust
    **
                 41,442
             
    *
    Banco Popular de P.R. (Time Deposit)
    Time deposit open account bearing interest at a variable rate (3.784% at December 31, 2024)
    **
                   8,723
             
             
             
     
    Total
       
      $  54,150,813
             
             
    *
    Party-in-interest.
         
    **
    Cost information is not required for participant-directed investments and therefore is not included.
     
     
    See accompanying Report of Independent Registered Public Accounting Firm
       
             


    -11-


    THE PROCTER & GAMBLE COMMERCIAL COMPANY
                 
    EMPLOYEES’ SAVINGS PLAN
                 
                   
    FORM 5500, SCHEDULE H, PART IV, LINE 4j — SCHEDULE OF REPORTABLE TRANSACTIONS
           
    FOR THE YEAR ENDED DECEMBER 31, 2024
                 
    EIN: 66-0676831
                 
    PLAN: 002
                 
                   
                   
    SINGLE TRANSACTIONS — None.
                 
                   
    SERIES OF TRANSACTIONS
                 
               
    Current
     
               
    Value of
     
               
    Asset on
    Net
     
    Purchase
     
    Sales
     
    Cost of
    Transaction
    Gain
    Description of Asset
    Amount
     
    Amount
     
    Asset
    Date
    on Sale
                   
    The Procter & Gamble Company common stock
      $   596,645
    (49)
                          -
     
      $   596,645
      $      596,645
     
    The Procter & Gamble Company common stock
                        -
     
          2,672,849
    (42)
         1,205,735
          2,672,849
               1,467,114
                   
    NOTES:
                 
    All transactions are related to Parties in Interest.
                 
    The number in parentheses represents the number of transactions in the series.
               
    See accompanying Report of Independent Registered Public Accounting Firm
               
                   





    -12-
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