FRANKLIN ADVISERS, INC.

Item 1 Cover Page FRANKLIN ADVISERS, INC. www.franklintempleton.com INVESTMENT ADVISER REGISTRATION FORM ADV PART 2A: FIRM BROCHURE This brochure provides information about the qualifications and business practices of Franklin Advisers, Inc. (“FAV”) and its affiliated entities listed on the following page (each, an “Adviser” and collectively, the “Advisers”), each of which is registered with the United States Securities and Exchange Commission (the “SEC”) as an investment adviser. The Advisers, collectively, along with Franklin Resources, Inc. (“Franklin Resources”) and its other subsidiaries (including certain other SEC registered investment advisers that separately have their own Form ADV Part 2A), are referred to in this document as “Franklin Templeton.” Due to space restrictions, the names as well as the business addresses and contact information for the Advisers are provided on the following page. While each Item herein discusses the qualifications and business practices of the Advisers, additional information specific to FAV is also identified in each Item, when applicable. The information herein about FAV primarily focuses on the investment advisory services it provides to clients who do not participate in third-party investment adviser, broker-dealer and other financial services firm separately managed accounts, unified managed accounts or other wrap fee programs (collectively, “SMA Programs”). With respect to some SMA Programs, FAV acts as a sub-adviser to an affiliated registered investment adviser, Franklin Templeton Private Portfolio Group, LLC (“FTPPG”). A combined brochure containing information about FAV’s SMA Program sub-advisory services, and FTPPG’s brochure (the “SMA Program Brochure”) is available upon request. If you have any questions about the contents of this brochure, please contact Global Client Service Support (“GCSS”) via email at GlobalClientServiceSupportAmericas@franklintempleton.com. The information in this brochure has not been approved or verified by the SEC or by any state securities authority or regulator and being a registered investment adviser does not imply a certain level of skill or training. Additional information about each of the Advisers is available on the SEC’s website at: www.adviserinfo.sec.gov. December 23, 2025 Page | i  Franklin Advisers, Inc. Franklin Templeton Investments Corp. 200 King Street West, Suite 1400 Toronto, Ontario, Canada M5H 3T4 +1 (416) 957-6000 One Franklin Parkway San Mateo, California 94403 USA +1 (650) 312-3000 Franklin Advisory Services, LLC One Franklin Parkway San Mateo, California 94403 USA +1 (650) 312-3000 K2/D&S Management Co., L.L.C. 100 First Stamford Place, 5th Floor Stamford, CT 06902 USA +1 (203) 348-5252 Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, New Jersey 07078 USA +1 (973) 912-2000 Templeton Asset Management Ltd. 7 Temasek Blvd., Suntec Tower One, #26-03 Singapore 038987 +65 6241-0777 Franklin Templeton Institutional, LLC One Madison Avenue New York, New York 10010 USA +1 (212) 632-3279 Templeton Global Advisors Limited PO Box N-7759 Lyford Cay, Nassau The Bahamas +1 (800) 239-3894 Templeton Investment Counsel, LLC 300 S.E. 2nd Street Fort Lauderdale, Florida 33301 USA +1 (954) 527-7500 Franklin Templeton Investment Management Limited Cannon Place, 78 Cannon Street London, England EC4N 6HL United Kingdom +44 (20) 7073-8500 The Putnam Advisory Company, LLC Putnam Investment Management, LLC 100 Federal Street Boston, Massachusetts 02110 USA 100 Federal Street Boston, Massachusetts 02110 USA +1 (617) 292-1000 +1 (617) 292-1000 Page | ii  Item 2 Material Changes Material changes made on or after the date of the last annual update of FAV’s brochure are summarized below. Item 4: Advisory Business – The description of entities and FAV’s assets under management has been updated. Item 5: Fees and Compensation – The language relating to Co-Investment Vehicle Expenses, Timing and Payment of Advisory fees, and Other Fees and Expenses has been updated. Additionally, a new separate account and its associated fee have been added to the Separate Accounts and Fee Schedule table. Item 7: Types of Clients – The language pertaining to Private Funds has been updated. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss – The Investment Strategies and Risks disclosures have been updated, including the addition of a new risk disclosure relating to Artificial Intelligence. Item 12: Brokerage Practices – The broker-dealer names have been updated, along with revisions to the language on FAV’s brokerage practices for Legacy Putnam Accounts. Item 16: Investment Discretion – The language regarding sweep vehicles has been updated. Item 17: Voting Client Securities – The phone number for the Proxy group has been updated. Clients may request a copy of the current version of our brochure at no cost by contacting GCSS via email at GlobalClientServiceSupportAmericas@franklintempleton.com. Page | iii  Item 3 Table of Contents Cover Page .............................................................................................................. i Item 1 Material Changes ..................................................................................................iii Item 2 Table of Contents .................................................................................................iv Item 3 Advisory Business ................................................................................................ 1 Item 4 Fees and Compensation ....................................................................................... 9 Item 5 Performance-Based Fees and Side-By-Side Management………………………19 Item 6 Types of Clients ...................................................................................................21 Item 7 Methods of Analysis, Investment Strategies and Risk of Loss .......................24 Item 8 Item 9 Disciplinary Information .....................................................................................47 Item 10 Other Financial Industry Activities and Affiliations ..........................................47 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................................................................................................................50 Item 12 Brokerage Practices ............................................................................................64 Item 13 Review of Accounts ............................................................................................74 Item 14 Client Referrals and Other Compensation ........................................................75 Item 15 Custody ................................................................................................................75 Investment Discretion .........................................................................................76 Item 16 Item 17 Voting Client Securities ......................................................................................79 Financial Information ..........................................................................................82 Item 18 Page | iv  Item 4 Advisory Business INTRODUCTION TO FRANKLIN TEMPLETON to, Alcentra®, Apera®, Benefit Street Partners®, Brandywine Global The Advisers are wholly-owned subsidiaries (whether directly or indirectly) of Franklin Resources, a holding company with subsidiaries that operate under the Franklin Templeton® and/or subsidiary brand names. Franklin Resources is a global investment management organization, and the various distinct brand names it offers investment services and products under include, but are not limited Investment Management®, Canvas®, Clarion Partners®, ClearBridge Investments®, Fiduciary Trust International™, Franklin®, Franklin Mutual Series®, K2®, Legg Mason®, Lexington Partners®, O’Shaughnessy® Putnam®, Royce®, Templeton®, and Western Asset Management Company®. Franklin Resources, through current and predecessor subsidiaries, has been engaged in the investment management and related services business for over 75 years. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. INTRODUCTION TO FRANKLIN ADVISERS, INC. FAV is a California corporation formed on October 31, 1985, and is based in San Mateo, California. FAV is a wholly-owned subsidiary of Franklin Resources. Effective July 15, 2024, specified investment personnel of Putnam Advisory Company, LLC (“PAC”), and/or Putnam Investment Management, LLC became employees of FAV. Collectively, PAC and PIM, (“Putnam” or “Putnam Advisers”), continue their integration with the respective broader investment teams of FAV, or certain of its affiliates, that they have been part of since the closing of Franklin Resources’ acquisition of Putnam on January 1, 2024. In this regard, client accounts formerly advised or managed by Putnam for which FAV has assumed or is expected to assume the role of investment adviser (“Legacy Putnam Accounts”) may continue to receive advisory services, without changes to investment strategies or the way in which Legacy Putnam Accounts’ assets are managed. In most cases, The Legacy Putnam Accounts are expected to operate in a compliance structure and under policies that are not materially dissimilar to policies of FAV. Language summarizing certain primary aspects of the Legacy Putnam Policies as they are applied to Legacy Putnam Accounts in the course of the integration has been added to Item 6, Item 8, Item 11 and Item 12. ADVISORY SERVICES OF THE ADVISERS The Advisers collectively provide investment advisory and portfolio management services under investment management agreements with clients in jurisdictions worldwide, which include registered open-end and closed-end funds and unregistered funds (collectively, “Funds”), as well as separate accounts (“Separate Accounts”), which typically include Separate Accounts for institutional and high net-worth clients. In the United States, the Advisers provide advice to investment companies registered with the SEC pursuant to the Investment Company Act of 1940 (the “1940 Act”), including exchange-traded funds (“ETFs”) (“U.S. Registered Funds”), pooled investment vehicles with U.S. resident investors that are exempt from registration under the 1940 Act (“Private Funds”), and Separate Accounts. In addition, certain Advisers’ assets under management include assets in funds or accounts that are sold outside of the United States. Certain Advisers manage, advise or sub-advise investment products sponsored by other companies (“Sub- Advised Accounts”), which may be sold to investors under the brand names of those other companies or on a co-branded basis. Please see Item 7 (“Types of Clients”) for greater detail. For information about the types of clients of a particular Adviser, please see that Adviser’s brochure. The Advisers provide investment management services under agreements with each of their Fund, Sub-Advised Account, Separate Account and other types of clients discussed herein (collectively, “Accounts”), as applicable. Investment management services include services to managed accounts with full investment discretion, and to advisory accounts with no investment discretion. Typically, Accounts are managed on a fully discretionary basis. Certain Accounts managed by the Advisers invest in funds and accounts managed by affiliated or unaffiliated investment advisers. Page | 1  With respect to Accounts for which an Adviser has been appointed to provide discretionary investment management services, the Adviser will determine which securities the Accounts will purchase, hold or sell. In the context of a Fund, the Advisers will do this under the supervision and oversight of a board of directors, general partner, trustee or an equivalent body, person or entity, as applicable. In addition, the Advisers typically take various steps to implement such decisions, including arranging for the selection of broker-dealers and the execution and settlement of trades in accordance with applicable criteria set forth in the investment management agreement for each Account, internal policies, commercial practice, and applicable law. With respect to any Account for which an Adviser has been appointed to provide non-discretionary investment management services, the Adviser will make recommendations as to which securities the Accounts should purchase, hold or sell. In such cases, the Adviser may or may not perform trading activities for an Account depending on the authority provided by the client. When providing investment management services, each Adviser will perform or obtain research as it deems necessary or as agreed with the client. With the investment objectives, guidelines and restrictions which form part of the investment management agreement or other similar agreement negotiated with the client or as otherwise developed in consultation with the client. Such Advisers consider each prospective Separate Account client on an individual basis. Advisers will provide investment advice to Fund clients in accordance with the investment objectives, guidelines and restrictions as described in the prospectus, offering memorandum or other offering documents as well as applicable law. The investment objectives, guidelines and restrictions for Funds will not be tailored to the needs of any particular investor in such Funds. Please see Item 7 (“Types of Clients”) for more information. Please see Item 16 (“Investment Discretion”) for details of the circumstances in which clients can place limitations on the Advisers’ discretionary authority. Potential or actual conflicts of interest will, from time to time, arise in allocating investment opportunities among the Advisers’ Accounts. Conflicts of interest in relation to such allocation determinations are further discussed in Item 6 (“Performance-Based Fees and Side-By-Side Management”), Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) and Item 12 (“Brokerage Practices”). SMA Programs Certain Advisers act as adviser or sub-adviser with respect to certain clients and program sponsors (“Sponsors”) in connection with third-party investment adviser, broker-dealer and other financial services firm separately managed accounts (“SMAs”), unified managed accounts (“UMAs”) or other wrap fee programs (collectively, “SMA Programs”). Information about the provision of sub-advisory services to FTPPG with respect to certain SMA Programs in the United States by these Advisers, including FAV, can be found in the combined SMA Program Brochure, which is available upon request. FAV also acts as a sub-adviser to another affiliated registered investment adviser, O’Shaughnessy Asset Management, LLC (“OSAM”), acting as the adviser contracting with SMA Program Sponsors (“SMA Contracting Adviser”) with respect to one or more of FAV’s strategies, which may be used in managing a portion of an SMA Program client’s account, as further discussed in this Brochure. Model Delivery Programs One or more Advisers provide model investment portfolios to unaffiliated or affiliated investment advisers and other financial institutions for use in connection with their advisory programs to their clients, which is discussed more fully in the brochure of the Advisers providing these services, including FAV below. Digital Advisory Programs One or more Advisers provide advisory or sub-advisory services through digital investment advisory programs (the “Digital Programs”), which use a proprietary investment algorithm to recommend a portfolio for the client, or the client of a Digital Program Sponsor (as defined below), or recommend portfolio composition at the asset class level, based on information provided by or on behalf of such investor. These programs are offered directly by an Adviser, or they can be integrated with electronic platforms of affiliated and unaffiliated investment advisers and other financial institutions Page | 2  (the “Digital Program Sponsors”), or provided via web-interface, for use in connection with Digital Program Sponsors’ sponsored advisory service programs that they provide to their clients. In certain deployments of the Digital Programs, such as arrangements where the Adviser is engaged to provide non-discretionary advisory services to a Digital Program Sponsor, the program sponsor’s clients are not clients of the Adviser. In other deployments, such as where the Adviser is engaged as a discretionary adviser or sub-adviser by a Digital Program Sponsor, the client participating in the program is a client of both the Digital Program Sponsor and the Adviser. In cases where the Advisers are recommending a portfolio developed by Franklin Templeton Investment Solutions (“FTIS”), the Digital Programs select for the investor or recommend to the Digital Program Sponsor, as applicable, a portfolio of collective investment trusts and/or U.S. Registered Funds out of several prospective portfolios after considering the investor’s risk profile, investment time horizon, initial investment amount and goal target amount, desired priority for the goal, and expected future investment contributions and withdrawals. More information regarding these digital advisory programs is discussed in the brochure of the Advisers providing such services, including FAV below. ADVISORY SERVICES OF FAV FAV provides investment advisory and portfolio management services to U.S. Registered Funds (including ETFs) and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. FAV also manages, advises or sub-advises certain Sub-Advised Accounts and provides model delivery programs and digital advisory programs. In addition, FAV acts as sub-adviser with respect to a limited number of clients and Sponsors in connection with SMA Programs. Further information about these SMA Program services is discussed in FAV’s SMA Program Brochure, which is available upon request. FAV also offers multi-asset class portfolios structured as “Manager-of-Managers” arrangements, where various portions of an Account (a “Sleeve”) are managed by underlying managers selected by FAV, who may include FAV, FAV’s affiliates or an unaffiliated investment manager (“Underlying Managers”). All or a portion of the assets in a Sleeve may be invested in a Fund by the Sleeve’s Underlying Manager. Model Delivery Programs Certain investment advisers and other financial institutions unaffiliated or affiliated with FAV (“Model Program Sponsors”) have retained FAV to provide model investment portfolios (“Model Portfolios”), generally on a non-discretionary and ongoing basis, for use in connection with advisory service programs (“Model Programs”) they provide to their clients. The Model Program Sponsor or its appointed “overlay” manager, rather than FAV, makes discretionary investment decisions and executes trades on behalf of its underlying clients. In some cases, the Model Program Sponsor will retain FAV to provide periodic or ongoing advice, research and asset allocation recommendations to update the Model Portfolio. The Model Portfolios will, in certain circumstances, consist of a portfolio comprised entirely or partially of funds (typically U.S. Registered Funds and in some cases Non-U.S. Registered Funds) (“Fund Model Portfolios”) sponsored by FAV or its affiliates and/or other securities and investment products, including third-party funds. FAV generally creates the Model Portfolios for a hypothetical investor with common investment objectives or those specified by the Model Program Sponsor and specifically does not customize the model with any particular investor in mind. In some arrangements, FAV acting as a sub-adviser to the Model Program Sponsor, implements such Sponsor’s Model Portfolios, on a non-discretionary basis, to the Sponsor based on the asset allocation views and other inputs from the Sponsor. In certain arrangements, FAV provides Model Portfolios, on a non-discretionary basis, to Model Program Sponsors through a model delivery platform operated by a third party, or an affiliate, who provides various services to the Model Program Sponsors in separate arrangements. In certain other arrangements, FAV provides Model Portfolios, on a non-discretionary basis, to investment advisers and other financial institutions, who provide discretionary overlay services (and, in some cases, also operate a model delivery platform) to Model Program Sponsors, who, in turn, use the Model Portfolios in accounts of their advisory clients. In arrangements where the Model Program Sponsor or the overlay manager has discretion over the accounts of such sponsor’s clients in the Model Program and FAV delivers the Model Portfolios to the Model Program Sponsor or the overlay manager on a non-discretionary basis, FAV treats the Model Program Sponsor or the overlay Page | 3  manager, as applicable, as its sole advisory client in the arrangement, to the extent consistent with applicable law. As a general matter, an investor in the Model Program or the investor’s adviser, and not FAV, has the responsibility to determine whether a Model Portfolio is suitable and appropriate for the investor. The Model Program Sponsor or overlay manager, and not FAV, is the investment adviser and fiduciary for the accounts of clients of such programs. Generally, FAV is not expected to, and does not, tailor the Model Portfolio, as necessary, to fit an investor’s financial situation and objectives. While the Model Program Sponsor or the discretionary overlay manager generally is required or expected to implement and rebalance the Model Portfolios as FAV advises, under the terms of certain Model Programs, the Model Program Sponsor or the discretionary overlay manager can modify the Model Portfolios or require that certain investment products be included and accommodate reasonable restrictions imposed by their clients. On occasion, FAV also provides non-discretionary services as the contracting adviser through the ongoing delivery of Model Portfolios to the Model Program Sponsor (or the overlay manager that it designates for portfolio implementation) that are generally comprised of equity securities, such as shares of common stock. In some cases, the Model Program Sponsor or discretionary overlay manager, as applicable, pays FAV a fee for providing these services, typically quarterly based on an annual percentage of assets in the Model Program managed pursuant to the Model Portfolios. Subject to applicable law and regulation, these fees are in addition to the fees FAV and its affiliates earn for providing services to funds for which FAV or an affiliate serves as investment adviser or sub-adviser (“Affiliated Funds”) and that comprise or are included in the Model Portfolios, and any fees charged by the Model Program and Model Program Sponsor or the discretionary overlay manager, including, in certain cases, wrap fees. In certain other cases, FAV does not receive a fee from the Model Program Sponsor or discretionary overlay manager for its services in connection with certain Fund Model Portfolios that are comprised meaningfully or entirely of Affiliated Funds. FAV will, from time to time, have interests that conflict with the interests of investors investing in a Model Portfolio pursuant to a Model Program. For example, FAV and its affiliates receive asset- based and other fees for providing advisory and other services to the Funds that they manage, including those Funds that it may select to form a part of a Model Portfolio. FAV, therefore, will have an incentive to include one or more Affiliated Funds in any Model Portfolio. In addition, to the extent the profitability of a particular Fund is greater than the profitability of another product, FAV will have an incentive to include the most profitable product in the Model Portfolio. FAV may construct Model Portfolios without considering the universe of potential funds sponsored by persons not affiliated with Franklin Templeton (“Third-Party Funds”), even though there may (or may not) be Third-Party Funds that are more appropriate for inclusion in such Model Portfolios, including available Third- Party Funds in the applicable asset classes that have lower fees and expenses, greater performance or other favorable terms relative to an Affiliated Fund. In certain arrangements, including in Model Programs offered by Sponsors of SMA Programs, FAV or its affiliate pays a Model Program Sponsor or its affiliate various fees in connection with the Model Program, such as model set up, onboarding and maintenance fees, tax-related analysis fees and data analytics fees allowing for the delivery of a Model Portfolio on the sponsor’s platform. From time to time, FAV may offer one or more additional suites of non-discretionary model portfolios that each consist of a portfolio comprised entirely of U.S. Registered Funds, and that pursue global multi-asset, U.S. multi-asset and/or U.S. equity strategies (collectively, the “New Fund Model Portfolios”). The structure, attributes, and roles and responsibilities of parties in the arrangement for the New Fund Model Portfolios, including with respect to matters concerning the use of Affiliated Funds and associated conflicts, are as described in this “Model Delivery Programs” section above, except as supplemented with the additional features described below. third party registered investment adviser and/or In constructing and rebalancing the New Fund Model Portfolios, FAV expects that it will recommend investing a significant portion into Affiliated Funds and a significant portion in specified Third-Party Funds (“Select Third-Party Funds”), which initially will consist of Third-Party Funds that are its managed or advised by a selected affiliated advisers (“Select Third-Party Fund Manager”), to the extent suitable funds are available in the relevant asset class. The New Fund Model Portfolios are also expected to include allocations to other Third-Party Funds, including passively managed third-party ETFs. Page | 4  Because the sales and marketing of the New Fund Model Portfolios will be supported by affiliates of the Select Third-Party Fund Manager, FAV, subject to its fiduciary duties, will seek to allocate up to 50% of each New Fund Model Portfolio’s model portfolio to Select Third-Party Funds. The universe of Select Third-Party Funds in which the New Fund Model Portfolios may invest is determined by FAV, who subject to its fiduciary duties, evaluates the Select Third-Party Funds and selects those it believes most appropriate for investment by the New Fund Model Portfolios. In considering the sales and marketing support services that affiliates of the Select Third-Party Fund Manager will provide, FAV expects to allocate significant portions of the New Fund Model Portfolios to Select Third-Party Funds (as well as Affiliated Funds in respect of which FAV‘s affiliates may provide sales and marketing support services), even though there may be other Third-Party Funds that are more appropriate for inclusion in such Model Portfolios, including other available Third- Party Funds in the applicable asset classes that have lower fees and expenses, greater performance or other favorable terms relative to a Select Third-Party Fund and/or an Affiliated Fund. FAV would indirectly benefit from sales and marketing services of the affiliates of the Select Third- Party Fund Manager to the extent that they lead to increased assets in the New Fund Model Portfolios, which in turn would lead to increased assets under management in Affiliated Funds that will comprise a significant portion of the New Fund Model Portfolios. FAV or its affiliates receive investment management fees and other asset-based compensation (including shareholding servicing and transfer agent services) from Affiliated Funds that increase when assets under management in Affiliated Funds grow. Therefore, FAV has an incentive to recommend and give preference to Select Third-Party Funds relative to other Third-Party Funds. At any time, in its sole discretion, FAV may determine to cease investing in the initial group of Select Third-Party Funds and, from time to time, instead allocate, subject to its fiduciary duties, to a new set of Select Third-Party Funds that are managed or advised by a different unaffiliated adviser, whose affiliates may support the sales and marketing of the model portfolios. This and other conflicts as well as similar arrangements with respect to investments in Affiliated Funds and conflicts associated therewith are further discussed in Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Conflicts Related to Investment in Select Third-Party Funds”). Digital Advisory Programs FAV provides discretionary and non-discretionary advisory services through Digital Programs. Each Digital Program is a digital solution that can be integrated with electronic platforms of Digital Program Sponsors, offered to Digital Program Sponsors via web-interface, or offered directly by FAV. When a Digital Program is integrated with a Digital Program Sponsor’s electronic platform, or provided to a Digital Program Sponsor via web-interface, the Digital Program Sponsor engages FAV as a discretionary or non-discretionary adviser or sub-adviser with the Digital Program being available for the Digital Program Sponsor’s use in connection with the advisory services it provides to its clients (such clients of the Digital Program Sponsors, as well as FAV’s clients who participate in Digital Programs offered directly by FAV, the “Digital Program Clients”). In certain Digital Program deployments, such as arrangements where FAV is engaged to provide non-discretionary advisory services to a Digital Program Sponsor, the Digital Program Clients are not clients of FAV. In other deployments, such as where FAV is engaged as a discretionary adviser or sub-adviser, either directly by the Digital Program Client or by a Digital Program Sponsor, the Digital Program Client participating in the program is a client of FAV as well as the Digital Program Sponsor, if applicable. The Digital Programs use FAV’s proprietary Goals Optimization Engine investment algorithm (the “GOE Algorithm”) to: (1) select or recommend a portfolio assembled by FTIS (a “GOE Portfolio”) for a Digital Program Client designed to best achieve the stated investment goal(s), (2) recommend a portfolio assembled by a Digital Program Sponsor to best achieve the stated investment goal(s), or (3) recommend portfolio composition at the asset class level to best achieve the stated investment Page | 5  goal, which a Digital Program Sponsor may choose to utilize to assemble a portfolio for a Digital Program Client. In cases where a GOE Portfolio is recommended, the GOE Algorithm selects the recommended GOE Portfolio out of several prospective portfolios based on information provided about the Digital Program Client. This information, which is also the basis for the two other uses described above, relates to the client’s risk profile, investment time horizon, initial investment amount and goal target amount, desired priority for the goal, and expected future investment contributions and withdrawals (the “GOE Client Considerations”). Certain defaults may be established by a Digital Program Sponsor for these GOE Client Considerations. FAV (based on the GOE Algorithm, GOE Client Considerations and other factors, including capital market expectations) or, where the Digital Program is being offered on a non- discretionary basis, the Digital Program Client and/or the Digital Program Sponsor, then determines whether to implement the GOE Algorithm recommendation. A GOE Portfolio will generally consist of U.S. Registered Funds and/or collective investment trusts and in some cases will include or consist entirely of Affiliated Funds. However, the Digital Program Sponsor may at its discretion allocate a portion of a client’s portfolio to other investments not allocated to by FAV. FAV may construct a GOE Portfolio without considering the universe of Third-Party Funds, even though there may (or may not) be Third-Party Funds that are more appropriate for inclusion in such portfolios, including available Third-Party Funds in the applicable asset classes that have lower fees and expenses, greater performance or other favorable terms relative to an Affiliated Fund. Conflicts associated with investments in Affiliated Funds are further discussed in Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Conflicts Related to Investment in Affiliated Funds and Affiliated Accounts”). The GOE Algorithm reassesses the progress of the GOE Portfolio (i) at intervals pre-determined by FAV or as agreed with each Digital Program Sponsor, (ii) as the GOE Client Considerations are updated, and (iii) as FAV or a Digital Program Sponsor, as applicable to each Digital Program, updates its capital market expectations for the GOE Algorithm, and at those times the GOE Algorithm may identify and implement or recommend adjustments to the GOE Portfolio’s holdings or a different GOE Portfolio. FAV will, from time to time, have interests that conflict with the interests of Digital Program Clients. For example, FAV and its affiliates receive asset-based and other fees for providing advisory and other services to the Affiliated Funds. FAV, therefore, will have an incentive to include one or more Affiliated Funds in any GOE Portfolio. SMA Programs FAV may act as a sub-adviser to its affiliate OSAM, as SMA Contracting Adviser, with respect to one or more of FAV’s strategies, which may be used in managing a portion of an SMA Program client’s account. Often, but not in all cases, the Sponsor charges the client a comprehensive or wrap fee calculated as a percentage of the value of the assets under management to cover the services it provides. FAV typically does not compensate Sponsors for their inclusion in an SMA Program or for introductions of clients through an SMA Program. In most SMA Programs, the Sponsor is responsible for establishing the financial circumstances, investment objectives and investment restrictions applicable to each client, often through a client questionnaire or profile and discussions with the client and executing a program contract with the client (often referred to as “Single Contract SMA Programs”). FAV will provide advice pursuant to the terms of an investment management agreement executed with the SMA Contracting Adviser and/or the Sponsor. In some programs (often referred to as “Dual Contract SMA Programs”), clients will also be required to execute a separate agreement directly with the SMA Contracting Adviser. A client’s program agreement with the Sponsor generally establishes the services to be provided to the client by or on behalf of the Sponsor, which may include, among other things: (i) manager selection; (ii) trade execution for transactions executed through the Sponsor, often without a transaction-specific commission or charge; (iii) custodial services; (iv) periodic monitoring of investment managers; and (v) performance reporting and account statements. For a description of services offered under a wrap fee program, clients in SMA Programs may request from the Sponsor a copy of Part 2A, Appendix 1 of the Sponsor’s Form ADV. Please see Item 12 (“Brokerage Practices – SMA Program Brokerage Transactions”) for further discussion with respect to clause (ii) above. Page | 6  An SMA Program client typically selects (in its program agreement with the Sponsor) an investment strategy for FAV to utilize in connection with its management of the account or a portion thereof. The SMA Contracting Adviser and/or FAV will, from time to time, require a minimum account size for such investment strategies, which vary among programs. SMA Program accounts following the same investment strategy typically hold to a large extent the same or similar securities, subject to any reasonable investment restrictions imposed by the client and as agreed upon by the SMA Contracting Adviser and FAV. In addition, since the comprehensive or wrap fee covers the cost of trades executed through the Sponsor, the SMA Contracting Adviser or FAV will generally effect transactions for SMA Program accounts with the program’s designated broker-dealer. However, in seeking best execution, the SMA Contracting Adviser and/or FAV will, from time to time, effect trades away from the SMA Program’s designated broker-dealer at its discretion. Exceptions to the foregoing are with respect to fixed income strategies managed by FAV, in which case FAV can choose to aggregate trades for execution through broker-dealers other than the SMA Sponsor (“FAV Implemented Fixed Income Strategies”). Please see Item 12 (“Brokerage Practices – SMA Program Brokerage Transactions”) for more information. As noted above, the Sponsor often charges the client a comprehensive or wrap fee calculated as a percentage of the value of the assets under management to cover the services it provides. The wrap fee often, but not always, includes the advisory fees charged by the SMA Contracting Adviser and FAV through the program. Where the advisory fees charged by the SMA Contracting Adviser and FAV are included in the wrap fee, the Sponsor generally collects the wrap fee from the client and remits the advisory fee to the SMA Contracting Adviser, who pays a portion of this amount to FAV in relation to its managed portion of the account. In Dual Contract SMA Programs, the SMA Contracting Adviser’s fee typically is paid directly by the client pursuant to a separate agreement between the SMA Contracting Adviser and the client, and the SMA Contracting Adviser then pays a portion of this amount to FAV in relation to its managed portion of the account, and clients are not charged additional fees. In certain instances, the investment management services FAV provides in connection with SMA Programs are discretionary. In discretionary SMA Programs, FAV has authority and is generally responsible for causing the portion of each SMA Program client’s account that is managed by FAV to engage in transactions that are appropriate for the selected strategy. FAV, in conjunction with the SMA Contracting Adviser, will, from time to time, make available through the SMA Programs certain of the same or similar strategies that are available to Separate Account clients or through Funds; however, not all of FAV’s strategies are available through SMA Programs and not every strategy that is available through a particular SMA Program will be available through other SMA Programs. Further, the manner in which the SMA Contracting Adviser and FAV execute a strategy through an SMA Program may differ from how that same or a similar strategy is executed through another SMA Program or for a Fund or Separate Account client because of, for instance, the need to adhere to restrictions (e.g., alcohol, tobacco, gambling, weapons) imposed by the client and agreed upon by the SMA Contracting Adviser and FAV, the liquidity of security constituents and their relative position size among various Accounts, or the execution of trades through the SMA Program’s designated broker-dealer. Accordingly, the performance of a strategy available through an SMA Program may differ from the performance of the same or a similar strategy that is executed through another SMA Program or for a Fund or Separate Account client. While the Sponsor is responsible for most aspects of the relationship with an SMA Program client, FAV’s personnel who are knowledgeable about the SMA Program account and its management will be reasonably available to clients for consultation, upon a client’s request, as required by applicable law or as agreed among the SMA Contracting Adviser, FAV and the Sponsor. All SMA Program clients and prospective clients should carefully review the terms of the agreement with the Sponsor and/or the SMA Contracting Adviser (if applicable) and the relevant SMA Program brochure to understand the terms, services, minimum account size and any additional fees or expenses associated with an SMA Program account. Page | 7  SERVICES OF AFFILIATES Franklin Templeton operates its investment management business through the Advisers, as well as through multiple affiliates of the Advisers, some of which are investment advisers registered with the SEC, some of which are registered with non-U.S. regulatory authorities, and some of which are registered with multiple regulatory authorities. An Adviser uses the services of appropriate personnel of one or more of its affiliates for investment advice, portfolio execution and trading, and/or client servicing in their local or regional markets or in their areas of special expertise, except to the extent restricted by the client under its investment management agreement, or if inconsistent with applicable law. Arrangements among affiliates take a variety of forms, including delegation arrangements, formal sub-advisory arrangements, and servicing agreements. In these circumstances, the client with whom an Adviser who has executed the investment management agreement will typically require that the Adviser remain fully responsible for the Account from a legal and contractual perspective. No additional fees are charged for the affiliates’ services except as disclosed in the investment management agreement. Please see Item 10 (“Other Financial Industry Activities and Affiliations”) for more details. ASSETS UNDER MANAGEMENT The Advisers provide management services or continuous and regular supervisory services for the Accounts that they manage. As part of these overall services, the Advisers will typically provide one or more of the following: (i) management services as an adviser to an Account, (ii) management services as a sub-adviser to an affiliated or unaffiliated adviser managing or supervising an Account, (iii) continuous and regular supervisory services for an Account where management services have been delegated by an Adviser to an affiliated adviser, (iv) management services as a co-manager to an Account for which an affiliated adviser also provides management services or (v) non-discretionary management services, which for certain Advisers include a UMA or similar program (the brochures for such Advisers provide more detail about the applicable Adviser’s involvement in UMA or similar programs). FAV’S ASSETS UNDER MANAGEMENT As of September 30, 2025, FAV managed the following amounts on a discretionary and non- discretionary basis across all of its clients: U.S. Dollar Amount Discretionary $ 475,509,234,950 Non-Discretionary* $ 3,015,948,962 Total** $ 478,525,183,912 * Non-discretionary assets under management described in this item will reflect Account assets for which FAV has neither discretionary authority nor responsibility for arranging or effecting the purchase or sale of recommendations provided to and accepted by the client or Sponsor. Any Account assets for which FAV provides solely asset allocation recommendations without continuous and regular monitoring of holdings within the client’s portfolio are not included in this item. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FAV’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets under management described in this item may include assets that an affiliated adviser is also reporting on its Form ADV. Page | 8  Item 5 Fees and Compensation ADVISORY FEES Investment management fees are generally calculated under contractual arrangements with the Advisers’ clients as a percentage of the market value of assets under management. Annual rates vary by investment objective and type of services provided. Fee arrangements for Separate Accounts vary by client, and are based on a number of different factors, including investment mandate, services performed, and account/relationship size. To the extent permitted under the Investment Advisers Act of 1940 (the “Advisers Act”) and other applicable law, the Advisers can negotiate and charge performance fees or special allocations in addition to asset-based fees in connection with Accounts. In addition, fees and allocations can be fixed, fixed plus performance, or performance only. Please refer to Item 6 (“Performance-Based Fees and Side-by-Side Management”) for additional discussion of performance-based fees and allocations. The Advisers are not generally required to provide notice to, or obtain the consent of, one client when waiving, reducing or varying fees or modifying other contractual terms with any other client. However, some Separate Account and Sub-Advised Account clients will, from time to time, seek to negotiate most favored nation (“MFN”) clauses in their investment management agreements with an Adviser. These clauses typically require the Adviser to notify a client with an MFN clause if that Adviser subsequently enters into an agreement with a similar client as further described below, that provides a more favorable fee rate or certain other contractual terms than those in place with the client who has the MFN clause at that time. In some cases, certain MFN clauses may require the Adviser to also offer the same fee rate or similar terms to such MFN client. The applicability of an MFN clause will typically depend on the degree of similarity between clients. An Adviser will typically consider a number of factors when determining similarity between Accounts, including the type of client, the jurisdiction of the client, the scope of investment discretion, reporting and other servicing requirements, the amount of assets under management, the fee structure and the particular investment strategy. Since an MFN is specific to the investment management agreement entered into with the Adviser, the Adviser will not typically agree to extend MFN rights in the investment management agreements with its clients to terms contained in investment management agreements contracted between the Adviser’s affiliates and their clients. The Advisers have sole discretion over whether or not to grant any MFN clause in all circumstances. Individual investors in certain unregistered Funds will, from time to time, seek to negotiate similar MFN provisions as a condition of their investment. At the sole discretion of the Advisers, certain directors, officers, employees or strategic business associates of the Advisers, the Advisers’ affiliates or their respective clients will have their investment management fees, performance-based fees and/or special allocations waived or reduced in connection with their investment into Accounts. FAV ADVISORY FEES – MODEL PROGRAMS As discussed in more detail in Item 4 (“Advisory Services of FMA – Model Delivery Programs”), FAV participates as a model provider in Model Programs sponsored by various Model Program Sponsors. The Model Program Sponsor’s brochure generally contains information on minimum account sizes and fees payable to the Model Program Sponsor and participating investment managers and/or model providers. Accordingly, minimum account size and fees will, from time to time, vary from program to program or within a single investment strategy. In some cases, FAV receives a fee from the Model Program Sponsor or discretionary overlay manager, as applicable, for providing its services, typically paid quarterly, based on an annual percentage of assets in the Model Program managed pursuant to the Model Portfolios. Subject to applicable law and regulation, these fees are in addition to any fees charged by the Model Program and Model Program Sponsor. In certain other cases, FAV does not receive a fee from the Model Program Sponsor or discretionary overlay manager for its services in connection with certain Fund Model Portfolios that are comprised meaningfully or entirely of Affiliated Funds. Page | 9  SEPARATE ACCOUNTS AND FEE SCHEDULES The Advisers’ standard fees for Separate Account clients are normally calculated as a percentage of the value of assets under management, and are typically calculated monthly or quarterly, or as otherwise agreed with each client. The brochure for each Adviser lists the Adviser’s standard fee schedule for its Separate Account clients, if any. In some cases, fees will be negotiated. FAV’s standard fee schedule for Separate Account clients is set out below (normally calculated as a percentage of the value of assets under management, and typically calculated monthly or quarterly, or as agreed with each client). In some cases, fees will be negotiated or will be outside of the range provided below, including performance fees. Types of Mandates Minimum Annual Fee Standard Investment Advisory Fee Asian Bond 30 bps to 45 bps No minimum Asian Credit 25 bps to 45 bps No minimum No minimum Balanced Allocation 10 bps to 25 bps; or 10 bps + 10% performance fee Bank Loans 35 bps to 50 bps No minimum Convertible Securities 45 bps to 65 bps No minimum 20 bps to 40 bps No minimum Diversification Based Investing World 30 bps No minimum Diversification Based Investing US $200,000 Diversification Based Investing Emerging Markets First $25 million 80 bps Next $75 million 70 bps Balance 60 bps $300,000 Diversification Based Investing All Country World (ACWI) First $100 million 60 bps Next $400 million 50 bps Balance 40 bps $250,000 First $100 million 50 bps Next $400 million 40 bps Balance 30 bps Diversification Based Investing International (EAFE) Page | 10  Types of Mandates Minimum Annual Fee Standard Investment Advisory Fee $200,000 Diversification Based Investing World ex-Australia First $100 million 40 bps Next $400 million 30 bps Balance 20 bps No minimum 40 bps to 70 bps Emerging Market Debt Local Currency Emerging Markets Fixed 40 bps to 70 bps No minimum European High Yield 45 bps to 55 bps No minimum European Managed Volatility $162,500 First $25 million 65 bps Next $75 million 45 bps Balance 35 bps Focused Growth 45 bps to 60 bps No minimum Global Absolute Return Bond 25 bps to 40 bps No minimum Global Bond Plus 30 bps to 45 bps No minimum $162,500 Global Environmental Social and Governance (“ESG”) First $25 million 65 bps Next $75 million 50 bps Balance 45 bps Global High Yield 40 bps to 55 bps No minimum Global Inflation-Sensitive $162,500 First $25 million 65 bps Next $75 million 50 bps Balance 45 bps Global Managed Volatility $162,500 First $25 million 65 bps Next $75 million 50 bps Balance 45 bps $162,500 Global Managed Volatility Enhanced First $25 million 65 bps Next $75 million 50 bps Balance 45 bps Global Market Neutral Equity 95 bps $237,500 Global Multisector Plus 30 bps to 45 bps No minimum Global Opportunistic $162,500 First $25 million 65 bps Next $75 million 50 bps Balance 45 bps Global Premia 65 bps No minimum Global Securitized 20 bps to 35 bps No minimum Global Tactical Asset Allocation Customized Customized Indian Equity 65 bps to 85 bps No minimum Page | 11  Types of Mandates Minimum Annual Fee Standard Investment Advisory Fee Inflation Protection 40 bps to 55 bps No minimum Innovation 45 bps to 75 bps NA International $162,500 First $25 million 65 bps Next $75 million 50 bps Balance 45 bps 40 bps $100,000 International Low Volatility High Dividend $212,500 First $25 million 85 bps Next $75 million 70 bps Balance 60 bps International Small Capitalization (S&P Developed ex-U.S. Small Cap) Japan Equity 30 bps to 60 bps No minimum Low Volatility U.S. Equity 20 bps to 25 bps No minimum Customized Customized Multi-Asset Allocation/Other Customized Strategies Municipal Bond Institutional 15 bps to 25 bps No minimum Real Estate Securities 45 bps to 65 bps No Minimum Rising Dividends 40 bps to 60 bps No minimum No minimum 40 bps to 55 bps Short Duration Global High Income Small Mid Cap Growth 65 bps to 90 bps No minimum Strategic Multi Sector 25 bps to 40 bps No minimum No minimum 8 bps to 15 bps Systematic Developed Market Equity No minimum 15 bps to 25 bps Systematic Emerging Market Equity Systematic Global Equity 10 bps to 20 bps No minimum Systematic Long-Short Equity 65 bps No minimum Systematic Style Premia 65 bps No minimum U.S. High Yield BB/B 30 bps to 45 bps No minimum U.S. High Yield Fixed Income 35 bps to 50 bps No minimum No minimum 20 bps to 30 bps U.S. Investment Grade Corporate U.S. Large Cap Growth Equity 45 bps to 65 bps No minimum U.S. Large Cap Value 45 bps to 65 bps No minimum Page | 12  Types of Mandates Minimum Annual Fee Standard Investment Advisory Fee $162,500 U.S. Large Capitalization (Russell 1000) First $25 million 65 bps Next $75 million 35 bps Balance 25 bps $162,500 U.S. Large Capitalization (S&P 500) First $25 million 65 bps Next $75 million 35 bps Balance 25 bps U.S. Long Investment Grade 20 bps to 30 bps No minimum 30 bps $75,000 U.S. Low Volatility High Dividend U.S. Opportunities 50 bps to 75 bps No minimum U.S. Small Cap Growth 65 bps to 90 bps No minimum $212,500 First $25 million 85 bps Next $75 million 70 bps Balance 65 bps U.S. Small Capitalization (Russell 2000) No minimum 65 bps to 90 bps U.S. Small Mid Cap Growth Equity U.S. Strategic Mortgage 20 bps to 35 bps No minimum UK Managed Volatility $162,500 First $25 million 65 bps Next $75 million 35 bps Balance 25 bps Franklin Technology 55 bps to 75 bps No minimum FAV’S DIGITAL PROGRAMS AND FEE SCHEDULES Digital Program Clients advised directly by FAV on a discretionary basis generally pay an annualized investment advisory fee based on the discretionary account assets managed by FAV (the “Digital Program Advisory Fee”); although FAV may change the rate of the Digital Program Advisory Fee, including, but not limited to, charging flat fees that do not depend on the discretionary account assets, or waiving such advisory fees, depending on specific circumstances and/or nature of the relationship with a particular Digital Program Client or Digital Program Sponsor. In cases where Digital Program Clients are clients of FAV, the Digital Program Advisory Fee will be computed and payable quarterly in arrears based upon the average daily market value of all assets held in the Digital Program Client’s Account (excluding cash) during the quarter or as agreed upon with the Digital Program Client or Digital Program Sponsor. With respect to Digital Programs involving a Digital Program Sponsor and for which FAV acts as sub-adviser, the Digital Program Sponsor’s program brochure or investment management agreement generally contains information on minimum account sizes and fees payable to the Digital Program Sponsor and participating investment managers. Accordingly, minimum account size and fees will, from time to time, vary from program to program or within a single program based on, among other things, investment strategy. FAV generally receives, or anticipates receiving, a fee from the Digital Program Sponsor of the applicable Digital Program. The fee that FAV charges a Digital Program Sponsor or an adviser for which FAV serves as sub-adviser for the use of the GOE Algorithm and/or a GOE Portfolio is negotiable and subject to multiple factors, including the overall relationship that FAV has with the Digital Program Sponsor or primary adviser and the percentage of Affiliated Funds used by the Digital Program Sponsor or primary adviser within their specific Digital Program. Page | 13  The Digital Program Advisory Fee, and typically any fee charged by a Digital Program Sponsor to Digital Program Clients, does not cover the internal expense ratios (or similar types of fees) applicable to U.S. Registered Funds or collective investment trusts, held in a Digital Program Client’s Account from time to time. Such funds charge their own internal advisory, brokerage, and other fees and/or expenses, which are deducted from the fund’s net asset value and are borne by the fund’s shareholders, including a Digital Program Client. However, with respect to U.S. Registered Funds and collective investment trusts that are Affiliated Funds, FAV will, in most cases where the Digital Program Clients are advised directly by FAV, fully offset the Digital Program Advisory Fee by the portion of the Affiliated Fund fees and expenses that are retained by Franklin Templeton. Expenses that are charged in addition to the Digital Program Advisory Fee for which Digital Program Clients are independently responsible to the clearing firm, if incurred, are provided by the Digital Program Sponsor or the clearing firm, to the Digital Program Clients as part of the Digital Program offering. In the case of Digital Program Clients advised directly by FAV on a discretionary basis, the Digital Program Advisory Fee will be automatically deducted out of a Digital Program Client’s cash account. If the Digital Program Client’s Account does not have sufficient funds to pay the entire Digital Program Advisory Fee, then shares of U.S. Registered Funds in the Digital Program Client’s Account will be sold. FAV’S MODEL PROGRAMS AND FEE SCHEDULES In situations where FAV participates as a model provider in Model Programs, FAV’s fees may be less than the fees it receives for advising similar Accounts outside of these programs. However, clients should be aware that the total fees and expenses associated with a Model Program may exceed those which might be available if the services were acquired separately. Clients should contact their Model Program Sponsor for more information on the total fees payable to FAV in connection with a Model Program. U.S. REGISTERED FUNDS With respect to an Adviser’s management of U.S. Registered Funds, investors should consult the applicable U.S. Registered Fund’s offering documents and/or shareholder reports for specific fee information on those products. The compensation paid by a U.S. Registered Fund is described in its prospectus, statement of additional information, and/or shareholder reports. Under their investment management agreements, the funds typically pay their advisers a monthly fee in arrears (i.e., after the services are rendered) based upon a percentage of the fund’s average daily net assets. Annual fee rates under the various agreements are often reduced as net assets exceed various threshold levels. Annual rates also vary by investment objective and type of services provided. Investment management agreements generally permit Advisers to provide investment management services to more than one Fund and to other clients as long as the Advisers’ ability to render services to each of the Funds is not impaired, and so long as purchases and sales of portfolio securities for various advised Funds are made on an equitable basis. PRIVATE FUNDS Each Private Fund’s private placement memorandum (“PPM”) and/or other offering or governing document describes the applicable fees and expenses. Fees paid by Private Funds (and therefore indirectly by Private Fund investors (“Private Fund Investors”) will, from time to time, differ from fees charged in respect of other Accounts even where a similar investment mandate is followed. The fees disclosed in the offering and/or governing documents of a Private Fund will, from time to time, be waived or reduced for one or more particular investors in that Private Fund. CO-INVESTMENT VEHICLE EXPENSES In certain cases, a co-investment vehicle, or other similar vehicle, will be formed in connection with the consummation of a portfolio investment, including to facilitate the investment by investors alongside another Private Fund. In the event a co-investment vehicle is created, the investors in that co-investment vehicle will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle. The co-investment Page | 14  vehicle will also generally bear its portion of expenses incurred in making, holding and divesting an investment. If a proposed investment is not consummated, a co-investment vehicle under certain circumstances will not have been formed, and the full amount of any expenses relating to the proposed but not consummated investment (“Dead Deal Costs”) would therefore be borne by one or more of the other applicable Private Funds selected by the Adviser as proposed investors for the proposed investment. Furthermore, even if a co-investment vehicle has been formed to make a proposed investment that is ultimately not consummated (or co-investors have otherwise committed to invest in the unconsummated proposed investment), some or all of the Dead Deal Costs will, under many circumstances, be borne solely by one or more of the other applicable Private Funds selected by the Adviser as proposed investors in the proposed investment and not by the co-investment vehicle. Dead Deal Costs include, among other things, legal, accounting, advisory, consulting and other third-party expenses; any travel and travel-related and accommodation expenses; all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment; any break-up fees, reverse termination fees, topping, termination or other similar fees; extraordinary expenses such as litigation costs and judgments and other expenses; and any deposits or down payments of cash or other property that are forfeited in connection with a proposed investment that is not consummated. Similarly, co- investment vehicles are not typically allocated any share of any break-up fees received in connection with an unconsummated investment. ALLOCATION OF FUND EXPENSES From time to time an Adviser will be required to decide whether certain fees, costs and expenses should be borne by a Fund, on the one hand, or the Adviser on the other hand, and/or whether certain fees, costs and expenses should be allocated between or among Funds and/or other parties. Typically, certain expenses will be the obligation of one particular Fund and will be borne by that Fund; however, in some instances, expenses will be allocated among multiple Funds and entities. The Advisers will allocate fees and expenses incurred in the course of evaluating and making investments in accordance with each Fund’s governing documents. To the extent not addressed therein and to the extent it has the authority to do so, an Adviser will make these allocation determinations in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation. In exercising its discretion to allocate investment opportunities and fees and expenses, an Adviser is faced with a variety of potential conflicts of interest. For additional information regarding these potential conflicts, please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Potential Conflicts Relating to Advisory and Other Activities”). TIMING AND PAYMENT OF ADVISORY FEES The timing of fee payments will be negotiated with each client or, with respect to the Advisers’ Funds, as set forth in the relevant Fund’s offering documents or PPM. With respect to Accounts for which an Adviser serves as an adviser or sub-adviser through an SMA or Digital Program, the timing of fee payments will be negotiated with each client or the SMA Program sponsor or Digital Program Sponsor, as applicable. See FAV’s SMA Program Brochure, which is available upon request, for more information regarding fees and compensation with respect to SMA Programs. Asset-based fees are generally paid monthly or quarterly and are calculated on (i) the value of the Account’s net assets under management, (ii) in the case of certain closed-end funds and certain Private Funds, managed assets, committed capital or invested capital, or (iii) in the case of UMAs managed by the program sponsor, the value of the assets in accounts utilizing the Adviser’s model investment portfolio(s). Except as separately negotiated or as otherwise disclosed, management fees are typically calculated as a percentage of assets under management and are payable monthly or quarterly in arrears (or in the case of private closed-end funds, in advance) based on the average value for the fee period or the month or quarter-end market value. Where an Adviser has agreed with a Separate Account client to calculate fees based on the value of assets at the end of a particular fee period, the Adviser will typically, unless otherwise instructed, pro-rate its fees to take into account capital contributions or withdrawals made by the client (with the exception of contributions or withdrawals below a Page | 15  threshold amount determined by the Adviser) during the relevant month or quarter. Although Separate Account clients typically elect to pay fees by authorizing their custodian to pay their Adviser out of their account assets pursuant to a pre-agreed fee schedule, some clients request their Adviser to bill them directly for fees incurred. Separate Accounts generally are subject to a minimum fee, determined by applying the client’s fee schedule to the applicable minimum portfolio size. If an Adviser manages multiple Accounts for a client (or group of related clients), the assets of these Accounts will, under certain circumstances, be aggregated for the purpose of taking advantage of available breakpoint fee reductions. In some situations, including certain closed-end Private Funds, clients agree to pay fees in advance including, from time to time, as an upfront, one-time fee. In the event of a termination of a relationship, the relevant Adviser will issue the client a refund of unearned fees paid in advance, if any, typically determined based on the number of days after the date of termination within the relevant payment period. To the extent fees have been earned but not yet billed, such fees will be pro-rated and owed by the client, which could include after the date of termination. With respect to certain Private Funds and Separate Accounts, performance fees or other performance-based compensation will be generally based on exceeding specified return benchmarks or other performance hurdles and generally are payable: (i) on a quarterly or annual basis, (ii) at the time of an investor’s withdrawal or redemption with respect to the amount withdrawn or redeemed, and/or (iii) as investments are realized and/or capital is distributed. Certain Private Funds and/or Separate Accounts charge performance fees based on the Account’s net profits without regard to any benchmark or performance hurdle. In some cases, arrangements will be subject to a cumulative high-water mark, or other provisions intended to ensure that prior losses are recouped before giving effect to any performance fees. The amount of any performance fee or other performance-based compensation varies among Private Funds and Separate Accounts, and, from time to time, among classes of shares within a Private Fund (and in certain cases, some classes of a Private Fund will not pay a performance fee or other performance-based compensation while other classes will). The timing and amount of performance fees are described in the relevant investment management agreements, PPMs, and/or other offering documents. Please see Item 6 (“Performance-Based Fees and Side-By-Side Management”) for additional information. For the most part, investment management agreements between an Adviser and U.S. Registered Funds must be renewed each year (after an initial two-year term), and must be specifically approved at least annually by a vote of each fund’s board of directors or trustees as a whole and separately by the directors/trustees that are not interested persons of such fund under the 1940 Act, or by a vote of the holders of a majority of such fund’s outstanding voting securities. The Advisers’ investment management agreements with clients other than U.S. Registered Funds generally do not have termination dates. Rather, those investment management agreements often include automatic renewal provisions or a provision stating that the Adviser or client may terminate with advance notice. OTHER FEES AND EXPENSES In addition to the fees described above, clients of the Advisers typically bear other costs associated with their Accounts or portfolio investments. Depending on the type of investment account, vehicle or product that a client is invested in these costs and expenses may include, but are not limited to: (i) custodial charges, brokerage fees/costs, commissions, other transaction costs and related costs, certain consulting fees, auditing fees, and transfer agency fees, (ii) interest expenses, (iii) taxes, duties and other governmental charges (including regulatory, licensing and filing expenses and fees, costs and expenses for preparation therefor), (iv) transfer and registration fees or similar expenses, (v) costs associated with foreign exchange transactions, (vi) other portfolio expenses (including, without limitation, research, risk modelling and software expenses), (vii) costs, expenses and fees (including investment advisory and other fees charged by the investment advisers of funds in which the client invests) associated with products or services that may be related to such investments and (viii) extraordinary expenses or costs that a client incurs from time to time. With respect to services used in connection with making, holding and divesting investments (which, depending on the circumstances, include, but are not limited to, custodial, securities lending, brokerage, futures, banking, consulting or third-party advisory services), each client will be required Page | 16  to establish business and contractual relationships with relevant service providers or other counterparties based on the client’s own credit standing. The Advisers will not have any obligation to allow their credit to be used in connection with the establishment of such relationships, nor is it expected that such service providers or counterparties will consider or rely on the Advisers’ credit in evaluating the client’s creditworthiness. When the Advisers believe it is beneficial for an Account, an affiliate of the Advisers may be engaged to oversee the activities of an unaffiliated service provider, such as in provision of administrative services. In these circumstances, the Advisers’ affiliate generally collects the fees for such services from the client, retains a portion as compensation for providing oversight activities, and remits the remainder of the fee to the unaffiliated service provider. Clients will also generally incur brokerage costs. See Item 12 (“Brokerage Practices”) for discussion on brokerage, including fees/costs associated therewith. In addition to the expenses listed above, Funds generally bear their own operating and other expenses, including, but not limited to: (i) sales expenses, (ii) legal, regulatory, reporting and compliance expenses, (iii) internal and external accounting, audit, valuation and tax preparation expenses, (iv) insurance, (v) directors’ fees and other costs associated with professionals retained by the Adviser or an affiliate to perform services on behalf of the Fund, (vi) fees, interest and other costs related to the use of derivative instruments or other similar transactions, (vii) expenses related to credit facilities, (viii) organizational and offering expenses, (ix) expenses related to the Adviser’s research, due diligence, and monitoring of Fund investments,(x) fees and expenses related to any investments in other funds or vehicles and (xi) all other expenses that the Adviser or its affiliates have not expressly agreed to pay. Further details of these and certain other expenses (some of which are unique to a particular type of Fund given its strategy) are described in the relevant Fund’s PPM and/or other offering documents. Advisers that manage Private Funds will use a master/feeder structure for certain Private Funds, which allows such Advisers to manage a single portfolio of investments at the master fund level and have one or more feeder funds that invest substantially all of their respective assets into the master fund. Individual and institutional investors typically invest in the feeder funds, or, under certain circumstances, in the master fund. When applicable, a management fee and performance fee or carried interest is charged either at the master fund level or the feeder fund level depending on the specific circumstances of the master/feeder fund. Administrative and custodian fees (when all portfolio investments are held in the master fund) are often waived at the feeder fund level and charged only at the master fund level. However, the feeder funds will indirectly bear their pro rata share of all fees and expenses of the master fund in which they invest. Such fees and expenses include, but are not limited to, the master fund’s administrative and custodian fees; expenses incurred in connection with the master fund’s operations and trading activities, including brokerage and clearing expenses, margin interest expenses, custodial expenses and routine legal, accounting, auditing, and tax preparation fees and expenses; and extraordinary expenses. In addition, fees and expenses specific to a feeder fund are usually charged only to that feeder fund. Under certain circumstances, an Adviser will, on behalf of certain clients, invest in or recommend pooled investment vehicles, including U.S. Registered Funds. Subject to applicable law and regulation and the terms of their agreements, clients will generally bear the costs and expenses charged by these investment vehicles to their investors, such as management and administrative fees, in addition to the Adviser’s management fees (subject to any adjustment as described below). An Adviser may determine it is appropriate to invest a portion of a client’s assets into other funds for which the Adviser or an affiliate of the Adviser serves as investment adviser or sub-adviser (“Affiliated Funds”) This might be appropriate where, for example, the Affiliated Fund provides a more efficient and cost-effective way to help further diversify an account. Such an arrangement creates a conflict of interest for the Adviser to the extent that the Adviser has an incentive to recommend investments in one of the Affiliated Funds rather than in unaffiliated funds or other securities. The Adviser or its affiliates will, under certain circumstances, receive investment advisory and other fees from the Affiliated Funds but not from unaffiliated funds or other securities (although any investments in such securities would generally be subject to the advisory fees applicable to the securities). The Advisers seek to mitigate the potential conflict by excluding any assets invested in Affiliated Funds from the management fee charged by an Adviser to the Account or rebating the portion of such fee attributable to investments in Affiliated Funds, unless otherwise agreed with a client (for example, where a client receives separate asset allocation or other advisory services at the Account level) or disclosed to a client and subject to applicable law. Those assets that are invested in Affiliated Funds are instead subject to the Affiliated Fund’s fees and charges applicable Page | 17  to all investors in such fund, as disclosed in the Affiliated Fund’s current prospectus or other relevant offering documents. As a result, the Advisers or their affiliates will indirectly receive advisory and other fees paid by those clients as investors of an Affiliated Fund. While the management fees charged to the Account with respect to such assets are excluded or rebated (unless otherwise agreed or disclosed), the client would generally still bear any operating expenses of the Affiliated Fund investment. This and other conflicts as well as similar arrangements with respect to investments in Affiliated Funds and conflicts associated therewith are further discussed in Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Conflicts Related to Investment in Affiliated Funds and Affiliated Accounts”). FAV’S OTHER FEES AND EXPENSES Model Programs and Digital Programs As noted above, with respect to certain Model Programs, FAV receives a fee from the applicable Model Program Sponsor or discretionary overlay manager, as applicable, based on an annual percentage of the assets in the Model Program managed pursuant to the Model Portfolios. Subject to applicable law and regulation, these fees are in addition to any fees charged by the Model Program and Model Program Sponsor. In certain other cases, FAV does not receive a fee, or receives a reduced fee, from the Model Program Sponsor, discretionary overlay manager, or Digital Program Sponsor for its services in connection with certain Fund Model Portfolios that are comprised meaningfully or entirely of Affiliated Funds. Additionally, clients in Model Programs that invest in Funds and clients in the Digital Programs are typically subject to fees, expenses and charges imposed by the Funds and other investment products that comprise the Model Portfolio or GOE Portfolio, as applicable. These are in addition to any advisory (or other) fees paid by the clients of the Model Program Sponsor in the case of Model Programs and by the Digital Program Client to the Digital Program Sponsor, if any, in the case of the Digital Programs. Other Fees and Expenses Related to SMA Programs SMA Program clients are often subject to fees, expenses and charges in addition to the Sponsor’s comprehensive or wrap fee (e.g., commissions on transactions executed by a broker-dealer other than the Sponsor or the program’s designated broker-dealer(s), expenses with respect to investments in pooled vehicles, dealer mark-ups or mark-downs on principal transactions, such as those incurred in connection with FAV implemented strategies, and certain costs or charges imposed by the Sponsor or a third-party, such as odd-lot differentials, exchange fees and transfer taxes mandated by law). in Manager-of-Managers Underlying Manager Fees and Transition-Related Costs Arrangements In the case of a Manager-of-Managers arrangement, the client typically will pay separate investment advisory fees to the Underlying Manager of each Sleeve, which may include FAV or its affiliates, in addition to the investment advisory fee paid to FAV for providing services to the Account as a whole. The rates of such fees among the Underlying Managers, including FAV and its affiliates, will vary from time to time. Where all Sleeves are managed by FAV or its affiliates, some clients from time to time will pay a single fee to FAV with the understanding that FAV will compensate each affiliate separately. If FAV elects to replace an Underlying Manager, a client may temporarily hold certain investments (e.g., due to an underlying fund’s satisfaction of a redemption out of such fund on an in-kind basis) during the transition period. Unless the successor Underlying Manager indicates that it is willing to accept such investments, FAV will seek to liquidate these investments as soon as practicable. The Account will bear the transaction costs associated with such liquidation as well as any market impact on the value of the liquidated investments. Page | 18  Item 6 Fees and Side-By-Side Performance-Based Management The Advisers manage different types of Accounts with a variety of fee arrangements and charge performance-based fees or allocations with respect to certain clients in addition to management fees. These are described in more detail in Item 5 (“Fees and Compensation”) above. U.S. Registered Funds, for example, generally pay management fees based on a fixed percentage of assets under management, whereas Separate Accounts and Private Funds typically have more varied fee structures, including potentially a combination of asset- and performance-based compensation. Side-by-side management by an Adviser of Funds, Separate Accounts and Sub-Advised Accounts creates potential conflicts of interest, including those associated with any differences in fee structures, as well as other economic interests the Adviser or its supervised persons will, in certain circumstances, have in an Account managed by the Adviser. When an Adviser receives performance-based fees or allocations, the reward for strong investment returns can incentivize the Adviser to make investments that are riskier or more speculative than it would otherwise make. The prospect of achieving higher compensation from a Private Fund or Separate Account that pays performance-based fees or allocations than from an Account that does not pay such fees (e.g., U.S. Registered Funds) provides an Adviser with an incentive to favor the Private Fund or Separate Account when, for example, placing securities transactions that the Adviser believes could more likely result in favorable performance. Similarly, a significant proprietary investment held by an Adviser or an affiliate in an Account creates an incentive for the Adviser to favor such Account relative to other Accounts. In addition, the application of tax laws affecting performance-based fees or allocations can create incentives and affect the behavior of an Adviser and its personnel with respect to holding or disposing of Account investments. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Potential Conflicts Relating to Advisory and Other Activities – Allocation of Investment Opportunities”) for more information regarding conflicts of interest related to allocation of investment opportunities. The Advisers seek to conduct their business by treating all clients equally and by appropriately managing conflicts of interest that arise when conducting transactions involving multiple clients. The Advisers do this by disclosing potential conflicts to their clients and by implementing policies and procedures reasonably designed to address those conflicts. The Advisers have implemented a number of policies and procedures designed to address side-by-side management and the potential conflicts of interest that arise when a portfolio manager or different portfolio managers within a single investment adviser or investment group manage multiple funds and investment accounts for advisory clients. Advisers with U.S. Registered Funds as clients are subject to applicable law and/or policies and procedures with respect to such clients that limit or prescribe practices related to side-by-side management. For example, the U.S. Registered Funds are subject to restrictions relating to engaging in transactions with their affiliates, including restrictions relating to engaging in transactions jointly with their affiliates. These restrictions will, under certain circumstances, prohibit a U.S. Registered Fund from engaging in certain transactions alongside its affiliates. Additional examples of situations that create the potential for conflicts of interest are discussed below. A potential conflict of interest can arise if an Adviser sells short a security in one Account while simultaneously advising another Account to hold the same security long. The Advisers may have a legitimate reason for engaging in such inconsistent transactions. For example, the investment objectives of the two Accounts may differ. Nonetheless, the Advisers could be viewed as harming the performance of the Account with the long position for the benefit of the Account with the short position if the short sale caused the market value of the security to drop. To alleviate this potential conflict of interest, the Advisers have implemented policies and procedures to deny a short sale request in certain circumstances. Moreover, Advisers with U.S. Registered Funds as clients are subject to applicable law with respect to such clients that limit or prescribe practices related to short sales. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for additional information regarding conflicts arising from clients investing alongside other clients. Page | 19  Cross trades are another area that can present potential conflicts of interest in that they may be viewed as favoring one client over another. For example, an Adviser making a cross trade that is expected to increase in value from an Account (e.g., U.S. Registered Funds) with an asset-based fee to an Account with a performance fee could be perceived as doing so merely to increase the performance-based compensation it receives from the Account with a performance fee. The reverse is true with respect to securities expected to decrease in value. The Advisers have implemented inter-account transaction procedures to address these potential conflicts of interest by, among other things, requiring pre-clearance of all cross trades from the Compliance Department. Advisers with U.S. Registered Funds as clients are also subject to applicable law with respect to such clients that limit or prescribes practices related to cross trades. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for additional information regarding conflicts of interest related to cross trades. The Advisers will at times have different valuation processes for the Accounts they or their affiliates advise. Consequently, a U.S. Registered Fund and an Account that hold the same security may value that security differently. Different valuations of the same security could lead to questions about whether an Adviser acted appropriately. For example, an Adviser could be perceived as placing a higher valuation on a security held in an Account merely to increase its performance- based compensation from that Account. To address this conflict, an Adviser must document an explanation for any differences in the valuation of securities held by, for example, both a U.S. Registered Fund and another Account managed by the Adviser and/or its affiliates. The explanation provided must be reviewed and approved by the valuation committee formed to provide oversight and administration of the fair valuation policies and procedures adopted by the Advisers (the “Valuation Committee”). Additionally, Advisers with U.S. Registered Funds as clients are subject to applicable law and/or policies and procedures with respect to such clients that limit or prescribe practices related to valuation. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for further discussion on conflicts of interest related to valuation of investments. Aggregation and allocation of transactions and investment opportunities are other areas where potential conflicts of interest will arise. The Advisers, from time to time, aggregate orders of their clients to effect a larger transaction with the aim of reducing transaction costs. The Advisers must then allocate the securities among the participating Accounts. Although aggregation of transactions is permissible, potential conflicts of interest exist in the aggregation and allocation of client transactions. For example, an Adviser could be viewed as allocating securities that it anticipates will increase in value to certain favored clients, especially those that pay a performance-based fee to that Adviser. Similarly, if a portfolio manager identifies a limited investment opportunity that is suitable for several Funds or Accounts, a single Fund or Account may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible Funds and other Accounts. In other limited investment opportunities, including some privately offered investments, where the investment opportunity is suitable for multiple and different types of clients, allocation will, from time to time, be based on alternative methodologies designed to comply with applicable law and ensure fair and consistent treatment of such clients. The Advisers have implemented trade aggregation and allocation procedures designed to address these potential conflicts of interest. These procedures require that an average price be used for multiple executions of a particular security through the same broker on the same terms on the same day and describe the allocation methodologies to be applied as well as permissible exceptions from standard allocation methods that must be pre-approved by a designated trading desk compliance officer. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Potential Conflicts Relating to Advisory and Other Activities – Allocation of Investment Opportunities”) for further discussions on conflicts of interest related to allocation of investment opportunities and Item 12 (“Brokerage Practices – Aggregation and Allocation of Trades”) for further discussions on aggregation and allocation of trades. FAV’s Performance Based Fees and Side by Side Management. With respect to the Legacy Putnam Accounts, we attempt to address these potential conflicts of interest through compliance policies that are generally intended to place all legacy Putnam accounts, regardless of fee structure, on the same footing for investment management purposes. For example, under our policies: Page | 20   Performance fee accounts must be included in all standard trading and allocation procedures with all other legacy Putnam accounts.  All accounts must be assigned to a specific category of account and trade together with allocations of similar legacy Putnam accounts in their categories based on the procedures generally applicable to all legacy Putnam accounts in those categories (such as based on relative risk budgets of accounts).  All trading must be effected through normal queues and procedures must be followed (that is, no special treatment is permitted for performance fee accounts or higher-fee accounts based on account fee structure).  Front running is prohibited.  Without approval of the Chief Compliance Officer, no portfolio manager or team may be guaranteed or specifically allocated any portion of a performance fee. Interested clients whose accounts bear performance fees should refer to the documentation for their particular fund or account for more information. As part of these policies, we have also implemented trade oversight and review procedures in order to monitor whether particular legacy Putnam accounts (including higher-fee accounts, performance fee accounts and affiliated accounts) are being favored over time. Although we believe our policies and procedures are reasonably designed, it is not possible to eliminate all the potential risks of these conflicts. For more information about other potential conflicts of interest in trading and managing client accounts, see Item 11. Item 7 Types of Clients The Advisers currently provide investment advisory and portfolio management services under investment management agreements to clients in jurisdictions worldwide, which include registered open-end and closed-end funds and unregistered funds, as well as Separate Accounts. In addition, certain Advisers’ assets under management include assets in funds that are sold outside of the United States, including those that are similar to U.S. Registered Funds (“Non-U.S. Registered Funds”) and those that are similar to U.S. Private Funds. Certain Advisers also provide sub- advisory services to Sub-Advised Accounts sponsored by other companies, which may be sold to the public under the brand names of those other companies or on a co-branded basis, and advisory or sub-advisory services to clients, other investment advisers and program sponsors in connection with SMA Programs as described in FAV’s SMA Program Brochure, which is available upon request. Additionally, at least one Adviser provides model investment portfolios to certain unaffiliated investment advisers and other financial institutions for use in connection with advisory service programs they provide to their clients, as well as advisory services through digital programs using proprietary investment algorithms. For information about the types of clients of a particular Adviser, please see that Adviser’s brochure, including below for FAV. An Adviser, if applicable, will consider each prospective Separate Account or Sub-Advised Account client on an individual basis. An Adviser generally will accept management of a new Separate Account only if a minimum amount of assets is invested unless special circumstances are present. See an Adviser’s brochure for more details, including below for FAV. An Adviser generally will accept management of a new Sub-Advised Account only if a minimum of $250 million in assets is invested by the end of the Sub-Advised Account’s third year under management with the Adviser, unless special circumstances are present. Special circumstances for Separate Account and Sub- Advised Account clients include the existence of a related account already managed by the Advisers or an affiliate. Minimum investment requirements for investing in U.S. Registered Funds, Private Funds and other pooled investment vehicles managed by the Advisers are generally set forth in the prospectus, PPM or other offering documents of such client. In some cases, Account minimums are negotiated or waived at the applicable Adviser’s discretion. U.S. REGISTERED FUNDS Franklin Templeton’s proprietary retail open-end and closed-end investment companies are registered under the 1940 Act and their securities are registered under the Securities Act of 1933 (“Securities Act”) and are offered under one of the Franklin Templeton brand names. These funds Page | 21  consist of various open-end investment companies serving the institutional and retail market, including variable insurance funds and smart beta, passive and actively managed ETFs. Additionally, certain Advisers provide investment management and related services to a number of closed-end investment companies and/or a number of money market funds whose shares are traded on various major U.S. stock exchanges. Funds managed by separate Advisers will, from time to time, have a common board of directors/board of trustees. Some Advisers also provide sub-advisory services to products regulated under the 1940 Act that are sponsored by third parties. INSTITUTIONAL SEPARATE ACCOUNTS Advisers with institutional Separate Account clients generally provide investment management services to these clients in accordance with the investment objectives, strategies, guidelines and restrictions that are agreed to between the client and the Adviser in the investment management agreement or other similar agreement, which may be amended from time to time when mutually agreed to in writing. The Advisers provide a broad array of investment management services to their institutional clients, which include, from time to time, corporations and other business entities, charitable foundations, endowment funds, insurance companies, state or municipal entities, sovereign wealth funds and foreign government and private institutions, and government and corporate defined contribution and pension plans. PRIVATE FUNDS As a general matter, each Private Fund is managed in accordance with its investment objective, strategy, guidelines and restrictions, as described within the Private Fund’s PPM . A Private Fund is not tailored to the individualized needs of any particular Private Fund Investor, except in limited cases where the Private Fund is established for the benefit of a single Private Fund Investor. In addition, an investment in a Private Fund does not, in and of itself, create an advisory relationship between the Private Fund Investor and an Adviser. Therefore, Private Fund Investors must consider whether a Private Fund meets their investment objectives and risk tolerance prior to making an investment in that Private Fund. Information about each Private Fund can be found in its PPM or other offering documents, which are available to current and prospective Private Fund Investors only through a broker-dealer affiliated with the Advisers or another authorized intermediary. In addition, certain non-U.S. affiliates of the Advisers may act as placement agents with respect to the distribution of certain Private Funds to Private Fund Investors outside the United States. While this brochure may be provided to, and include information relevant to, Private Fund Investors, it is designed solely to provide information about the Advisers and should not be construed as an offer or solicitation for interest in any Private Fund. U.S.-domiciled Private Funds advised by an Adviser are often organized as limited partnerships under the laws of jurisdictions within the United States (collectively, the “U.S. Private Funds”) and typically are excluded from the definition of an “investment company” pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act. Private Funds that are organized under the laws of jurisdictions outside of the United States (the “Offshore Funds”) are typically offered to persons who are not “U.S. Persons,” as defined under Regulation S of the Securities Act, and/or on a private placement basis to certain U.S. Persons (typically tax-exempt institutions) pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act. Additionally, certain Advisers provide advisory services to one or more Private Funds that are collective investment trusts exempted from the definition of an “investment company” pursuant to Section 3(c)(11) of the 1940 Act. Private Fund Investors are subject to certain eligibility requirements that are disclosed in the PPM or other offering documents for each of the U.S. Private Funds and Offshore Funds. Certain Private Funds operate using master/feeder structures, where trading and investment operations occur at the master fund level while Private Fund Investors invest through one or more feeder funds (that, in turn, invest substantially all of their assets in the master fund) or under certain circumstances, directly in the master fund itself. Private Funds of certain Advisers include, but are not limited to, funds of funds that invest primarily in other affiliated or unaffiliated investment vehicles (each a “Fund of Funds”). Page | 22  OTHER POOLED INVESTMENT VEHICLES In addition, certain Advisers’ assets under management include assets in funds that are sold outside of the United States, and whose investment objectives vary. The Advisers provide investment management, marketing and distribution services to vehicles, including SICAV funds, UCITS funds, contract-type funds and open-ended investment companies organized in Luxembourg and the United Kingdom, which are distributed in non-U.S. marketplaces, as well as investment management and sub-advisory services to locally organized funds in various countries outside the United States. FAV’S CLIENTS FAV provides investment advisory and portfolio management services to U.S. Registered Funds (including ETFs) and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. FAV also manages, advises or sub-advises certain Sub-Advised Accounts and also provides model delivery programs and digital advisory programs as described above. FAV also acts as sub-adviser with respect to a limited number of clients and Sponsors in connection with SMA Programs and Digital Programs. Additional information about FAV’s SMA Program services is discussed in its SMA Program Brochure, which is available upon request. FAV’s assets under management also include assets in funds that are sold outside of the United States, and whose investment objectives vary. FAV provides investment management services to vehicles, including SICAV and OEIC funds, contract-type funds and open-ended investment companies organized in Luxembourg and the United Kingdom, which are distributed in non-U.S. marketplaces, as well as investment management or sub-advisory services to locally organized funds or advisers to such funds in various countries outside the United States. Separate Account clients include institutional and high net-worth clients. With respect to its institutional Separate Account clients, FAV’s institutional clients include, from time to time, corporations and other business entities, charitable foundations, endowment funds, insurance companies, state or municipal entities, sovereign wealth funds and foreign official institutions, and government and corporate defined contribution and pension plans. FAV generally will not accept management of a new Separate Account client of less than $10 million unless special circumstances are present, including the existence of a related account already managed by FAV or an affiliate. The minimum investment to participate in a Digital Program is $100 or as established in agreement with the Digital Program Sponsor and therefore will vary based on the terms of such agreement. USE AND PROVISION OF CLIENT INFORMATION AND CONFIDENTIALITY CLAUSES IN INVESTMENT MANAGEMENT AGREEMENTS An Adviser will at times include a Separate Account client’s name in a representative or sample client list prepared by the Adviser with the client’s consent. The Advisers are not generally required to provide notice to, or obtain the consent of, any client for use or disclosure of Account information to third parties, provided such use does not disclose the client’s name or other personal information. This may include information relating to the Advisers’ investment experience with respect to an Account or an Account’s performance, composite and representative Account performance presentations, marketing materials, attribution and research analyses, statistical and data compilations, or similar materials. In various circumstances, an Adviser will disclose information to third parties that include a client’s name, account number or other account information (including non-public information), including, but not limited to: (i) in connection with the performance of the Adviser’s services under the respective investment management agreement (including, but not limited to, providing trading and other account information to brokers, third-party administrators, consultants, auditors and other counterparties, and the preparation and printing of client account statements and reports by third parties), (ii) if required by law or regulatory authority, including, but not limited to, any subpoena, administrative, regulatory or judicial demand or court order, or (iii) in connection with the bylaws or Page | 23  equivalent governing documents of any issuer in which the Account is invested. While the Advisers are not generally required to provide notice or obtain consent in these situations, certain clients may have provisions in their investment management agreements that require the Advisers to provide notice of certain types of disclosures or disclosure requests. However, any such notice will be limited to the extent permitted by applicable law, court order or regulation. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss The Accounts advised by the Advisers accommodate a variety of investment goals and risk tolerances – from capital appreciation (with more growth-oriented strategies) to capital preservation (with fixed-income strategies). In seeking to achieve an Account’s specific investment objectives, each portfolio emphasizes different strategies and invests in different types of securities. The Advisers do not typically seek to recommend a particular type of security to a client. The following describes the specific methods of analysis and investment strategies of FAV other than for its SMA Program clients. For more information about the specific methods of analysis and investment strategies of another Adviser or for FAV’s SMA Program clients, please see that Adviser’s brochure or FAV’s SMA-Program Brochure, as applicable. FAV’s Accounts utilize various investment strategies including, but not limited to, equity, fixed income, core, hybrid, and multi-asset strategies. FAV’s investment management services incorporate fundamental investment research and valuation analyses, including original economic, political, industry and company research, and analyses of suppliers, customers and competitors. Company research includes the utilization of such sources as company public records and other publicly available information, management interviews, company-prepared information, and company visits and inspections. In addition, research services provided by brokerage firms are used to support FAV’s findings. INVESTMENT STRATEGIES Strategies used by FAV include but are not limited to: U.S. AND GLOBAL FIXED INCOME FAV offers actively managed fixed income strategies ranging from a broad global multi-sector perspective to regionally focused, as well as sector-specific styles of investing. Such strategies emphasize rotation among different types of debt on a relative value basis, specific security selection, quantitative analysis of each security and the portfolio as a whole, as well as intensive credit analysis and review. Portfolios seeking income generally focus on one or more of the following securities: (i) taxable and tax-exempt money market instruments, (ii) tax-exempt and taxable municipal securities, (iii) global fixed-income securities, and (iv) taxable fixed-income debt securities of corporations, of the U.S. government and its sponsored agencies and instrumentalities, of non-U.S. governments, and non- government structured securities, such as residential mortgage backed securities or unsecured consumer loans. In addition, certain products will focus on investments in particular countries and regions. Some portfolios also use machine learning and statistical algorithms to analyze data gleaned from primarily non-bank, tech-focused, web-based platforms that originate secured and unsecured debt securities to support access to private lending investment opportunities. FAV’s investment process begins with frequent meetings, where senior fixed income and equity professionals from across the organization gather to discuss macroeconomic conditions, market events and relative value across sectors, markets and currencies. Sector teams representing the major fixed income markets provide bottom-up views on events and valuations within each sector. This is combined with independent quantitative insights and modelling which are reconciled with the fundamental recommendations to arrive at a final outlook on sector performance. All allocation decisions for fixed income portfolios are determined by the portfolio strategy teams. Once the broad investment themes that are used across all fixed income strategies have been Page | 24  developed, the individual strategy teams are responsible for formulating investment strategy and developing the Model Portfolio for their respective strategies, including targeted duration and yield curve positioning, industry and sector exposure which are optimized using the inputs from the strategy forum as well as unique constraints or goals to the strategy. FRANKLIN HYBRID The Franklin Hybrid investment strategies employ bottom-up, fundamental analysis., These strategies take a long-term investment view and utilize a flexible and diversified approach to managing portfolios, searching across asset classes including equities and equity-linked securities (convertibles and equity-linked notes) to meet each portfolio’s investment objective. Generally speaking, these strategies often seek to maximize total return, consistent with reasonable risk, by optimizing both capital appreciation and income generation under varying market conditions. These strategies may invest across market capitalizations and sectors. FRANKLIN DIVIDEND GROWTH The Franklin Rising Dividends strategy aims to provide investors with long-term capital appreciation. FAV's belief and experience is that companies with consistently rising dividends should, over time, also realize stock price appreciation in line with dividend growth over the long- term. With its focus on dividend growth, investing in high-yielding stocks or providing steady income is not the primary objective of the strategy. The Franklin Rising Dividends strategy invests primarily in companies that have: (1) raised their dividends in eight of the past ten years, (2) doubled their dividends over ten years, (3) strong balance sheets, and (4) modest payout ratios. As a fundamental investor focusing on individual securities, FAV looks for companies that it believes meet these criteria, trade below their intrinsic value and are fundamentally sound, and attempts to acquire them at attractive prices. The investment team then employs bottom-up, fundamental analysis to construct a more focused portfolio of companies that it believes offer strong rising dividends prospects looking forward. FRANKLIN U.S. GROWTH EQUITY The Franklin U.S. Growth Equity strategies seek to provide long-term capital appreciation by investing in companies meeting FAV’s criteria of growth, quality and valuation. Franklin U.S. Growth Equity strategies employed by FAV utilize bottom-up, fundamental security analysis and focus on high quality companies that can produce sustainable earnings and cash flow growth. FAV looks for long-term investment opportunities and seeks to deliver attractive risk-adjusted returns by identifying companies with potential for sustainable growth that is not already reflected in current stock prices. Equity strategies are complemented by an ongoing assessment of risk at both the security and portfolio levels. In this effort, the key variables examined include market opportunity (overall size and growth); competitive positioning of the company; assessment of management (strength, breadth, depth and integrity) and execution of plans; and the general financial strength and profitability of the enterprise, to determine whether the growth and quality aspects are properly reflected in the current share price. Certain strategies are focused primarily on companies within specific market capitalizations, such as small, small-mid, and large, while others invest across the entire market capitalization spectrum. FRANKLIN SECTOR STRATEGIES The Franklin Sector Strategies employ fundamental, bottom-up investment analysis to select securities within a specific sector or industry which FAV believes will help achieve the strategy’s primary investment goal. Depending on the strategy, FAV’s investment goal may be capital appreciation, current income, or a combination of these. The sector strategies employ a flexible approach and invest in different asset classes, including equities, convertibles, or fixed income and will typically invest in companies across the market cap spectrum. Additionally, certain strategies will focus on certain industry segments, for example venture capital investing in private companies within the technology industry. Page | 25  FRANKLIN REAL ESTATE SECURITIES The Franklin Real Estate Securities strategy invests in real estate investment trusts and listed real estate related companies around the United States, which represents an opportunity for many investors to gain exposure to commercial real estate. Such exposure generally offers investors total return and income potential, inflation protection and diversification versus broader equities. In managing the strategy, the investment team employs a fundamental, bottom-up investment process, enhanced with top-down sector insights, that seeks a concentrated, best ideas portfolio of sustainable growth companies with top-tier management teams and high-quality property portfolios. The investment team aims to provide diversification in the portfolio to maintain a reasonable level of risk. In addition to core real estate holdings across multiple sub-sectors, the team looks to gain tactical exposure to idiosyncratic opportunities as well as emerging secular growth themes within real estate. The investment team believes that their disciplined, consistent, and repeatable investment process can add value over time. MULTI-ASSET STRATEGIES FAV offers various multi-asset strategies utilizing a combination of strategic asset allocation, dynamic allocation and manager research capabilities, as well as income generation techniques. Our multi-asset strategies cross a broad spectrum of investment goals including income strategies, target date and target risk strategies, global allocation strategies, real return strategies, factor- based strategies and others. FTIS, which includes members of FAV, seeks to provide risk-adjusted returns within the asset allocation framework of individual mandates. The FTIS investment approach combines long-term strategic allocation decisions designed to provide investment solutions to client needs with shorter- term dynamic allocation adjustments to take advantage of the current market environment. Asset class views are built on proprietary evaluations of the relative attractiveness of equity, fixed income, cash and alternative investments from both within FTIS and the broader Franklin Templeton organization. In addition to asset class views, FTIS will, from time to time, also take regional or country views within asset classes depending on strategy flexibility. The Mandate Research team within FTIS provides recommendations on individual funds to be used within our multi-asset and multi-strategy portfolios based on a qualitative and quantitative review of performance, risk, management and investment process. FRANKLIN INCOME STRATEGIES The Franklin Income Strategies seek to maximize income while maintaining prospects for capital appreciation. The investment team looks opportunistically across asset classes, as well as across the capital structures of individual issuer companies, to identify investment opportunities that offer the most compelling risk-reward profiles and help fulfil the Fund’s investment goals. The Franklin Income Strategies have a very broad investment universe and seek to find opportunities across equities (common and preferred stock), equity-linked securities (convertibles and equity-linked securities) and fixed income securities (corporate bonds, government and government agency securities, and securitized instruments). The portfolio's asset mix is driven primarily by bottom-up individual security selection and rigorous proprietary fundamental research but is also supported by extensive top-down research capabilities that help form the investment team’s views on both individual securities and asset class weightings. INVESTMENT RISKS Particular investment strategies or investments in different types of securities or other investments involve specific risks, including risk of loss, that clients should be prepared to bear. The risks involved, and their degree of significance, for different Accounts will vary based on each client’s investment strategy and the type of securities or other investments held in the Account. The following is a list of certain of the material risks, listed alphabetically, related to the significant investment strategies used by FAV, and, with respect to Fund of Funds and Manager-of-Managers arrangements, by the underlying managers. Not all possible risks are described below. For purposes of this section, the terms Fund and Account shall be interchangeable. Page | 26  Artificial Intelligence - We may use Artificial Intelligence (“AI”) in various areas of our business, including informing economic views, assisting with security analysis, and enhancing portfolio analytics, and we expect to expand its use over time. While AI can improve efficiency, it also presents risks, including inaccurate or biased outputs, data security, privacy, intellectual property, regulatory compliance, and potential reputational harm. These tools require ongoing oversight and controls. Limitations or failures in AI systems could affect our analyses and recommendations and result in compliance or operational risks to our firm. Algorithm Risks – One or more Advisers directly or via an implementation partner offer electronic or software-based advisory programs, which use proprietary investment algorithms to develop a portfolio for the client based on information provided by the client or plan sponsor. The algorithm’s ability to recommend an appropriate Investment Strategy may be limited in the case that a client or plan sponsor does not provide accurate or complete information. There are limitations inherent in the use of algorithms to manage Accounts. For instance, an algorithm is designed to manage Accounts according to the asset allocation selected for that Account and is not designed to actively manage asset allocations based on short-term market fluctuations or back-to-back down-market events. The basic algorithm is not designed to consider certain factors such as short-term asset class volatility or individual tax circumstances such as capital gains taxes; rather, its functions consist of proposing a portfolio based solely on a client’s answers to the online questionnaire and/ or client data through Digital Program Sponsors in the case of Digital Programs, algorithmically identifying an optimal asset allocation , identifying opportunities for periodic reallocation or recommendations accordingly. However certain other algorithmic variants do consider tax impacts due to short- and long-term capital gains, asset location among other taxation nuances for specific geographies. More details on this are available as a separate section further below. Investment advisory personnel oversee the algorithm, and the portfolios used and produced by the algorithm, but they do not personally or directly monitor each individual Account. The Advisers’ algorithms are subject to periodic updates, and modifications and changes arising therefrom may have unintended consequences. There is also a risk that the algorithm and related software used for strategy selection, reallocation, and related functions may not perform within intended parameters, which may result in a recommendation of a portfolio that is more aggressive or conservative than necessary, and trigger or fail to initiate rebalancing. Investment algorithms are supported by proprietary computer code, and coding errors may occur. In addition, in the case of Digital Programs, investment data and other information about investment securities and other client information used as part of the investment process is received from Digital Program Sponsors and outside vendors. Although FAV takes steps reasonably necessary to verify this and other data, there can be no assurance that the data is complete or error-free alg. Algorithmic Variants – In one of the algorithmic variants, multiple goals can be combined to be offered as a single portfolio to the investor. In this variant, in addition to offering asset allocation advice for a single portfolio, savings and/or spending recommendations are targeted towards optimizing for the longest tenure and highest priority goal. For variants where there is an integration with a partner that can optimize tax withdrawals, GOE considers client provided data inputs to generate optimal portfolio advice to provide an after-tax goal amount. Asset Allocation – The Advisers’ ability to achieve their investment goal may depend upon their skill in determining a portfolio’s asset allocation mix and/or selecting sub-advisers. There is the possibility that the Advisers’ evaluations and assumptions regarding asset classes and the selected sub-advisers will not be successful in view of actual market trends. Asset-Backed Securities – Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default. Asset-backed securities are subject to prepayment and extension risks. Blend Style Investing – A “blend” strategy results in investments in both growth and value stocks, or in stocks with characteristics of both. Growth stock prices reflect projections of future earnings or revenues and can fall dramatically if the company fails to meet those projections. With respect to value stocks, if other investors fail to recognize the company’s value, or favor investing in faster- growing companies, value stocks may not increase in value as anticipated by the Adviser or may Page | 27  decline even further. Collateralized Debt Obligations – The risks of an investment in a collateralized debt obligation or similarly structured, asset backed security (“CDO”) depend largely on the type of collateral held by the special purpose entity, the tranche of the CDO in which an Account directly or indirectly invests and may be affected by the performance of a CDO’s collateral manager. Common varieties of CDOs include collateralized loan obligations, collateralized bond obligations, structured finance CDOs and synthetic CDOs. CDOs are, from time to time, illiquid investments. All tranches of CDOs can experience, and at times many have experienced, substantial losses due to actual defaults, increased sensitivity to future defaults due to the disappearance of protecting tranches, market anticipation of defaults, and market aversion as an asset class. In addition to the normal risks associated with asset backed securities (e.g., interest rate risk, credit risk and default risk), CDOs carry additional risks, such as: (i) distributions from collateral securities may be inadequate to make interest or other payments; (ii) the collateral may decline in value or quality, go into default, or be downgraded; (iii) an Account may directly or indirectly invest in tranches of a CDO that are subordinate to other classes; and (iv) the security’s complex structure may not be fully understood at the time of investment. Concentration – To the extent the Fund concentrates in a specific industry, a group of industries, sector or type of investment, the Fund will carry much greater risks of adverse developments and price movements in such industries, sectors or investments than a fund that invests in a wider variety of industries, sectors or investments. There is also the risk that the Fund will perform poorly during a slump in demand for securities of companies in such industries or sectors. Convertible Securities – A convertible security is generally a debt obligation, preferred stock or other security that pays interest or dividends and may be converted by the holder within a specified period of time into common stock. The value of convertible securities may rise and fall with the market value of the underlying stock or, like a debt security, vary with changes in interest rates and the credit quality of the issuer. A convertible security tends to perform more like a stock when the underlying stock price is high relative to the conversion price (because more of the security's value resides in the option to convert) and more like a debt security when the underlying stock price is low relative to the conversion price (because the option to convert is less valuable). Because its value can be influenced by many different factors, a convertible security is not as sensitive to interest rate changes as a similar non-convertible debt security and generally has less potential for gain or loss than the underlying stock. Credit – The Fund could lose money on a debt security if the issuer or borrower is unable or fails to meet its obligations, including failing to make interest payments and/or to repay principal when due. Changes in an issuer's financial strength, the market's perception of the issuer's financial strength or an issuer's or security's credit rating, which reflects a third party's assessment of the credit risk presented by a particular issuer or security, may affect debt securities' values. The Fund may incur substantial losses on debt securities that are inaccurately perceived to present a different amount of credit risk by the market, the investment manager or the rating agencies than such securities actually do. Credit Facilities – Certain Private Funds may utilize credit facilities for short-term money management purposes in connection with the receipt of subscription proceeds, redemption requests, or portfolio reallocations. Such credit facilities may be provided at prevailing market rates by a Private Fund’s custodian or its affiliates, or from unaffiliated third parties. Should such credit facilities be utilized, a Private Fund may be subject to greater risk of loss than if it did not utilize such credit facilities and would incur additional interest and other expenses with respect to such facilities. A credit facility provider would be entitled to all or part of the collateral posted by the applicable Private Fund should the Private Fund default on its obligations under the agreement with such credit facility provider. Currency Management Strategies –Currency management strategies may substantially change the Fund's exposure to currency exchange rates and could result in losses to the Fund if currencies do not perform as the investment manager expects. In addition, currency management strategies, to the extent that they reduce the Fund's exposure to currency risks, also reduce the Fund's ability Page | 28  to benefit from favorable changes in currency exchange rates. There is no assurance that the investment manager's use of currency management strategies will benefit the Fund or that they will be, or can be, used at appropriate times. Furthermore, there may not be a perfect correlation between the amount of exposure to a particular currency and the amount of securities in the Fund's portfolio denominated in that currency. Investing in foreign currencies for the purpose of gaining from projected changes in exchange rates, as opposed to hedging currency risks applicable to the Fund's holdings, further increases the Fund's exposure to foreign investment losses. Cybersecurity Risks – Cybersecurity incidents, both intentional and unintentional, may allow an unauthorized party to gain access to a client’s assets, Account or customer data (including private shareholder information), or proprietary information, cause an Account, the Adviser and any sub- adviser and/or their service providers (including, but not limited to, an Account’s accountants, custodians, sub-custodians, transfer agents and financial intermediaries) to suffer data breaches, data corruption or loss of operational functionality or prevent an Account’s clients from purchasing, redeeming or exchanging shares or receiving distributions. An Adviser and any sub-adviser have limited ability to prevent or mitigate cybersecurity incidents affecting third-party service providers, and such third-party service providers may have limited indemnification obligations to a client, an Adviser or a sub-adviser. Cybersecurity incidents may result in financial losses to an Account and its clients, and substantial costs may be incurred in an effort to prevent or mitigate future cybersecurity incidents. Issuers of securities in which an Account invests are also subject to cybersecurity risks, and the value of these securities could decline if the issuers experience cybersecurity incidents. Because technology is frequently changing, new ways to carry out cyber-attacks are always developing. Therefore, there is a chance that some risks have not been identified or prepared for, or that an attack may not be detected, which puts limitations on an Adviser’s ability to plan for or respond to a cyber-attack against an Account. Like other investment accounts and business enterprises, an Account, its Adviser and any sub-adviser and their service providers are subject to the risk of cyber incidents occurring from time to time. Debt Securities Ratings – The use of credit ratings in evaluating debt securities can involve certain risks, including the risk that the credit rating may not reflect the issuer's current financial condition or events since the security was last rated by a rating agency. Credit ratings may be influenced by conflicts of interest or based on historical data that no longer apply or that are no longer accurate. Depositary Receipts - Depositary receipts are subject to many of the risks of the underlying security. For some depositary receipts, the custodian or similar financial institution that holds the issuer's shares in a trust account is located in the issuer's home country. The Fund could be exposed to the credit risk of the custodian or financial institution, and in cases where the issuer’s home country does not have developed financial markets, greater market risk. In addition, the depository institution may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. The Fund would be expected to pay a share of the additional fees, which it would not pay if investing directly in foreign securities. The Fund may experience delays in receiving its dividend and interest payments or exercising rights as a shareholder. There may be an increased possibility of untimely responses to certain corporate actions of the issuer in an unsponsored depositary receipt program. Accordingly, there may be less information available regarding issuers of securities underlying unsponsored programs and there may not be a correlation between this information and the market value of the depositary receipts. Derivative Instruments –The performance of derivative instruments depends largely on the performance of an underlying instrument, such as a currency, security, interest rate, or index, and such instruments often have risks similar to the underlying instrument, in addition to other risks. Derivative instruments involve costs and can create economic leverage in the Fund’s portfolio, which may result in significant volatility and cause the Fund to participate in losses (as well as gains) in an amount that significantly exceeds the Fund’s initial investment. Other risks include illiquidity, mispricing or improper valuation of the derivative instrument, and imperfect correlation between the value of the derivative and the underlying instrument so that the Fund may not realize the intended benefits. Their successful use will usually depend on the investment manager’s ability to accurately forecast movements in the market relating to the underlying instrument. Should a Page | 29  market or markets, or prices of particular classes of investments, move in an unexpected manner, especially in unusual or extreme market conditions, the Fund may not realize the anticipated benefits of the transaction, and it may realize losses, which could be significant. If the investment manager is not successful in using such derivative instruments, the Fund’s performance may be worse than if the investment manager did not use such derivative instruments at all. When a derivative is used for hedging, the change in value of the derivative instrument also may not correlate specifically with the currency, security, interest rate, index or other risk being hedged. There is also the risk, especially under extreme market conditions, that an instrument which usually would operate as a hedge, provides no hedging benefits at all. Use of these instruments could also result in a loss if the counterparty to the transaction does not perform as promised, including because of such counterparty’s bankruptcy or insolvency. This risk is heightened with respect to over-the-counter (OTC) instruments, such as certain swap agreements, and may be greater during volatile market conditions. Other risks include the inability to close out a position because the trading market becomes illiquid (particularly in the OTC markets) or the availability of counterparties becomes limited for a period of time. In addition, the presence of speculators in a particular market could lead to price distortions. To the extent that the Fund is unable to close out a position because of market illiquidity, the Fund may not be able to prevent further losses of value in its derivatives holdings and the Fund’s liquidity may be impaired. Some derivatives can be particularly sensitive to changes in interest rates or other market prices. Investors should bear in mind that, while the Fund intends to use derivative strategies on a regular basis, it is not obligated to actively engage in these transactions, generally or in any particular kind of derivative, if the investment manager elects not to do so due to availability, cost or other factors. Many swaps currently are, and others eventually are expected to be, required to be cleared through a central counterparty. Central clearing is designed to reduce counterparty credit risk and increase liquidity compared to OTC swaps, but it does not eliminate those risks completely. With cleared swaps, there is also a risk of loss by the Fund of its initial and variation margin deposits in the event of bankruptcy of the futures commission merchant (FCM) with which the Fund has an open position, or the central counterparty in a swap contract. With cleared swaps, the Fund may not be able to obtain as favorable terms as it would be able to negotiate for a bilateral, uncleared swap. In addition, an FCM may unilaterally amend the terms of its agreement with the Fund, which may include the imposition of position limits or additional margin requirements with respect to the Fund’s investment in certain types of swaps. The regulation of cleared and uncleared swaps, as well as other derivatives, is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, the SEC, Commodity Futures Trading Commission (CFTC) and the exchanges are authorized to take extraordinary actions in the event of a market emergency. It is not possible to predict fully the effects of current or future regulation. Certain types of derivatives require the Fund to post margin or collateral in a manner that satisfies contractual undertakings and regulatory requirements. In order to satisfy margin or other requirements, the Fund may need to sell securities from its portfolio or exit positions at a time when it may be disadvantageous to do so. The use of derivative strategies may also have a tax impact on the Fund. The timing and character of income, gains or losses from these strategies could impair the ability of the investment manager to use derivatives when it wishes to do so. Developing Market Countries- The Fund's investments in securities of issuers in developing market countries are subject to all of the risks of foreign investing generally and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets. Some of the additional significant risks include: less social, political and economic stability; • • a higher possibility of the devaluation of a country’s currency, a downgrade in the credit ratings of issuers in such country, or a decline in the value and liquidity of securities of issuers in that country if the United States, other nations or other governmental entities (including supranational entities) impose sanctions on issuers that limit or restrict foreign investment, the movement of assets or other economic activity in the country due to political, military or regional conflicts or due to terrorism or war; Page | 30  • smaller securities markets with low or non-existent trading volume and greater illiquidity and price volatility; • more restrictive national policies on foreign investment, including restrictions on investment in issuers or industries deemed sensitive to national interests; • • less transparent and established taxation policies; less developed regulatory or legal structures governing private and foreign investment or allowing for judicial redress for injury to private property, such as bankruptcy; • less familiarity with a capital market structure or market-oriented economy and more widespread corruption and fraud; • less financial sophistication, creditworthiness and/or resources possessed by, and less government regulation of, the financial institutions and issuers with which the Fund transacts; • less government supervision and regulation of business and industry practices, stock exchanges, brokers and listed companies than in the U.S.; • greater concentration in a few industries resulting in greater vulnerability to regional and global trade conditions; • higher rates of inflation and more rapid and extreme fluctuations in inflation rates; • greater sensitivity to interest rate changes (for example, a higher interest rate environment can make it more difficult for developing market governments to service their existing debt); • increased volatility in currency exchange rates and potential for currency devaluations and/or currency controls; • greater debt burdens relative to the size of the economy; • more delays in settling portfolio transactions and heightened risk of loss from share registration and custody practices; and • less assurance that when favorable economic developments occur, they will not be slowed or reversed by unanticipated economic, political or social events in such countries. Because of the above factors, the Fund's investments in developing market countries may be subject to greater price volatility and illiquidity than investments in developed markets. The definition of emerging market countries or companies as used in this prospectus may differ from the definition of the same terms as used in other Franklin Templeton fund prospectuses. Emerging Market Countries- The Fund's investments in securities of issuers in emerging market countries are subject to all of the risks of foreign investing generally and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets. Some of the additional significant risks include: less social, political and economic stability; • • • a higher possibility of the devaluation of a country’s currency, a downgrade in the credit ratings of issuers in such country, or a decline in the value and liquidity of securities of issuers in that country if the United States, other nations or other governmental entities (including supranational entities) impose sanctions on issuers that limit or restrict foreign investment, the movement of assets or other economic activity in the country due to political, military or regional conflicts or due to terrorism or war; smaller securities markets with low or non-existent trading volume and greater illiquidity and price volatility; • more restrictive national policies on foreign investment, including restrictions on investment in issuers or industries deemed sensitive to national interests; • • less transparent and established taxation policies; less developed regulatory or legal structures governing private and foreign investment or allowing for judicial redress for injury to private property, such as bankruptcy; • less familiarity with a capital market structure or market-oriented economy and more widespread corruption and fraud; Page | 31  • less financial sophistication, creditworthiness and/or resources possessed by, and less government regulation of, the financial institutions and issuers with which the Fund transacts; • less government supervision and regulation of business and industry practices, stock exchanges, brokers and listed companies than in the U.S.; • greater concentration in a few industries resulting in greater vulnerability to regional and global trade conditions; • higher rates of inflation and more rapid and extreme fluctuations in inflation rates; • greater sensitivity to interest rate changes (for example, a higher interest rate environment can make it more difficult for emerging market governments to service their existing debt); • increased volatility in currency exchange rates and potential for currency devaluations and/or currency controls; • greater debt burdens relative to the size of the economy; • more delays in settling portfolio transactions and heightened risk of loss from share registration and custody practices; and • less assurance that when favorable economic developments occur, they will not be slowed or reversed by unanticipated economic, political or social events in such countries. Because of the above factors, the Fund's investments in emerging market countries may be subject to greater price volatility and illiquidity than investments in developed markets. The definition of emerging market countries or companies as used in this prospectus may differ from the definition of the same terms as used in other Franklin Templeton fund prospectuses. Dividend-Oriented Companies – Companies that have historically paid regular dividends to shareholders may decrease or eliminate dividend payments in the future. A decrease in dividend payments by an issuer may result in a decrease in the value of the issuer’s stock and less available income for the portfolio. Equity Securities – Equity securities represent a proportionate share of the ownership of a company. Their value is based on the success of the company’s business and the value of its assets, as well as general market conditions, including changes in economic conditions, growth rates, profits, interest rates, and the market’s perception of the company’s securities. The purchaser of an equity security typically receives an ownership interest in the company as well as certain voting rights. The owner of an equity security may participate in a company’s success through the receipt of dividends, which are distributions of earnings by the company to its owners. Equity security owners may also participate in a company’s success or lack of success through increases or decreases in the value of the company’s shares. Equity-Linked Notes (ELNs) – Investments in ELNs often have risks similar to their underlying securities or index, which could include management risk, market risk and as applicable, foreign securities and currency risks. In addition, since ELNs are in note form, ELNs are also subject to certain debt securities risks, such as interest rate and credit risks. Should the prices of the underlying securities or index move in an unexpected manner, the Fund may not achieve the anticipated benefits of an investment in an ELN, and may realize losses, which could be significant and could include the Fund’s entire principal investment. An investment in an ELN is also subject to counterparty risk, which is the risk that the issuer of the ELN will default or become bankrupt, and the Fund will have difficulty being repaid, or fail to be repaid, the principal amount of, or income from, its investment. Investments in ELNs are also subject to liquidity risk, which may make ELNs difficult to sell and value. In addition, ELNs may exhibit price behaviour that does not correlate with their underlying securities, index or a fixed-income investment. ESG Considerations – ESG considerations are one of a number of factors that the investment manager examines when considering investments for the Fund’s portfolio. In light of this, the issuers in which the Fund invests may not be considered ESG-focused issuers and may have lower or adverse ESG assessments. Consideration of ESG factors may affect the Fund’s exposure to certain issuers or industries and may not work as intended. In addition, ESG considerations assessed as part of the Fund’s investment process may vary across types of eligible investments Page | 32  and issuers. In certain circumstances, there may be times when not every investment is assessed for ESG factors and, when they are, not every ESG factor may be identified or evaluated. The investment manager’s assessment of an issuer’s ESG factors is subjective and will likely differ from that of investors, third party service providers (e.g., ratings providers) and other funds. As a result, securities selected by the investment manager may not reflect the beliefs and values of any particular investor. The investment manager also may be dependent on the availability of timely, complete and accurate ESG data reported by issuers and/or third-party research providers, the timeliness, completeness and accuracy of which is out of the investment manager’s control. ESG factors are often not uniformly measured or defined, which could impact the investment manager’s ability to assess an issuer. While the investment manager views ESG considerations as having the potential to contribute to the Fund’s long-term performance, there is no guarantee that such results will be achieved. Extension –The market value of some fixed rate debt securities (such as certain asset-backed and mortgage-backed securities) will be adversely affected when bond calls or prepayments on underlying mortgages or other assets are less or slower than anticipated, particularly when interest rates rise. When that occurs, the effective maturity date of the Fund’s investment may be extended, resulting in an increase in interest rate sensitivity to that of a longer-term instrument. Such extension may also effectively lock-in a below market interest rate and reduce the value of the debt security. Floating Rate Corporate Investments – Certain corporate loans may not be considered “securities,” and investors, such as the Fund, therefore may not be entitled to rely on the antifraud protections of the federal securities laws and may have limited legal remedies. The senior secured corporate loans and corporate debt securities in which the Fund invests are often issued in connection with highly leveraged transactions. Such transactions include leveraged buyout loans, leveraged recapitalization loans, and other types of acquisition financing. Loan investments issued in such transactions are subject to greater credit risks than other investments including a greater possibility that the borrower may default or enter bankruptcy. An increase in interest rates may have an adverse impact on the ability of the borrower to service principal and interest due on a floating rate corporate loan. Similarly, such loans are more vulnerable to changes in the relevant economy, such as a recession or a sustained period of rising or elevated interest rates. If a borrower stops making interest and/or principal payments, payments on such loan(s) may never resume. Such floating rate investments may be rated below investment grade (i.e., also known as “junk bonds”). Floating rate loans and securities in which the Fund may invest are issued as “covenant lite” loans, which may entail potentially increased risk, because they have few or no financial maintenance covenants or restrictions that would normally allow for early intervention and proactive mitigation of credit risk. Lenders have limited or no ability to intervene and either prevent or restrict actions that may potentially compromise the company’s ability to pay. In the event of a breach of a covenant in traditional loans or debt securities, lenders may have the ability to intervene and either prevent or restrict actions that may potentially compromise the company's ability to pay, or lenders may be in a position to obtain concessions from the borrowers in exchange for a waiver or amendment of the specific covenant(s). In contrast, covenant lite loans do not necessarily offer the same ability to intervene or obtain additional concessions from borrowers. This risk is offset to varying degrees by the fact that financial and performance information may be available with or without covenants to lenders and the public alike and can be used to detect such early warning signs as deterioration of a borrower’s financial condition or results. With such information, the portfolio managers are normally able to take appropriate actions without the help of covenants in the loans or debt securities. Covenant lite corporate loans and debt securities, however, may foster a capital structure designed to avoid defaults by giving borrowers or issuers increased financial flexibility when they need it the most. No active trading market may exist for some corporate loans, and some corporate loans may be subject to restrictions on resale. A secondary market in corporate loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may impair the Page | 33  ability to accurately value existing and prospective investments and to realize in a timely fashion the full value upon the sale of a corporate loan. In addition, the Fund may not be able to readily sell its corporate loans at prices that approximate those at which the Fund could sell such loans if they were more widely held and traded. As a result of such potential illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. From time to time, the investment manager may elect to receive material non-public information (MNPI) about an individual loan that is not available to other lenders of such loan who may be unwilling to enter into a non-disclosure agreement (NDA) with the borrower or company and restrict themselves from trading in the loan for a specified period of time. If the Fund elects to become restricted on any individual loan as a result of agreeing to receive MNPI about the loan and signing an NDA, such loan will be deemed illiquid and the Fund might be unable to enter into a transaction in a security of that borrower until the MNPI is made public, when it would otherwise be advantageous to do so. Forward Trading – Certain Accounts may directly or indirectly engage in forward trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated, there is no limitation on daily price movements and position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade, and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have been unable to quote prices for certain currencies or commodities or have quoted prices with an unusually widespread between the price at which they were prepared to buy and that at which they were prepared to sell. Futures – Futures markets are highly volatile. Investing in the futures markets requires the ability to correctly analyze such markets, which are influenced by, among other things: changing supply and demand relationships; weather; governmental, agricultural, commercial, and trade programs and policies designed to influence commodity prices; world political and economic events; and changes in interest rates. Moreover, investments in futures involve additional risks including, without limitation, credit risk with respect to the contract counterparty and from the use of leverage. The low initial margin deposits normally required in futures contract trading permit an extremely high degree of leverage, which may lead to immediate and substantial losses to an Account from a relatively small price movement. An Account’s futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Account from promptly liquidating unfavorable positions and subject it to substantial losses. Growth Style Investing – Growth stock prices reflect projections of future earnings or revenues, and can, therefore, fall dramatically if the company fails to meet those projections. Growth stocks may be more expensive relative to their current earnings or assets compared to value or other stocks, and if earnings growth expectations moderate, their valuations may return to more typical norms, causing their stock prices to fall. Prices of these companies’ securities may be more volatile than other securities, particularly over the short term. In addition, investment styles can go in and out of favor, which could cause additional volatility in the prices of the Fund’s portfolio holdings. High-Yield Debt Instruments– High-yield debt instruments (including loans) and unrated instruments of similar credit quality (high-yield debt instruments or junk bonds) involve greater risk of a complete loss of the Fund's investment, or delays of interest and principal payments, than higher-quality debt instruments or loans. Issuers of high-yield debt instruments are not as strong financially as those issuing securities of higher credit quality. High-yield debt instruments are generally considered predominantly speculative by the applicable rating agencies as these issuers Page | 34  are more likely to encounter financial difficulties because they may be more highly leveraged, or because of other considerations. In addition, high yield debt instruments generally are more vulnerable to changes in the relevant economy, such as a recession or a sustained period of rising interest rates, that could affect their ability to make interest and principal payments when due. If an issuer stops making interest and/or principal payments, payments on the securities may never resume. These instruments may be worthless, and the Fund could lose its entire investment. The prices of high-yield debt instruments generally fluctuate more than higher-quality securities. Prices are especially sensitive to developments affecting the issuer's business or operations and to changes in the ratings assigned by rating agencies. In addition, the entire high-yield debt market can experience sudden and sharp price swings due to changes in economic conditions, stock market activity, large, sustained sales by major investors, a high-profile default, or other factors. Prices of corporate high-yield debt instruments often are closely linked with the company’s stock prices and typically rise and fall in response to factors that affect stock prices. High-yield debt instruments are generally less liquid than higher-quality securities. Many of these instruments are not registered for sale under the federal securities laws and/or do not trade frequently. When they do trade, their prices may be significantly higher or lower than expected. At times, it may be difficult to sell these securities promptly at an acceptable price, which may limit the Fund's ability to sell securities in response to specific economic events or to meet redemption requests. As a result, certain high-yield debt instruments generally pose greater illiquidity and valuation risks. Substantial declines in the prices of high-yield debt instruments can dramatically increase the yield of such instruments. The decline in market prices generally reflects an expectation that the issuer(s) may be at greater risk of defaulting on the obligation to pay interest and principal when due. Therefore, substantial increases in yield may reflect a greater risk by the Fund of losing some or part of its investment rather than reflecting any increase in income from the higher yield that the debt instrument may pay to the Fund on its investment. Highly Volatile Markets – The prices of securities and derivative instruments, including futures and options prices, may be highly volatile. Price movements of securities, forward contracts, futures contracts, and other derivative contracts in which Accounts may directly or indirectly invest are influenced by, among other things: interest rates; changing supply and demand relationships; trade, fiscal, monetary, regulatory and exchange control programs and policies of governments; and U.S. and international political and economic events and policies. In addition, governments from time to time intervene, directly and/or by regulation, in certain markets, particularly those in currencies and interest rate related futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Accounts also are subject to the risk of the failure of any of the exchanges on which their positions trade or of their clearinghouses. Illiquidity of Underlying Funds – The underlying funds in which a Fund of Funds will invest generally will not be registered as investment companies and interests therein are subject to legal or other restrictions on transfer. It may be impossible for the Advisers to redeem Fund of Funds’ interests in such underlying funds when desired or to realize their fair value in the event of such redemptions. Certain underlying funds may permit redemptions only on a semi-annual, annual, or less frequent basis or be subject to “lock-ups” (where investors are prohibited from redeeming their capital for a specified period following investment in such fund) and/or “gates” (where redemption at any given redemption date is restricted to a specified percentage of such underlying fund’s assets). In addition, underlying funds are typically able to suspend redemptions by their investors under a variety of circumstances. Further, some underlying funds may limit or suspend redemptions with respect to “side pocket” investments (where an underlying fund classifies a particular investment as “illiquid” or “designated” and investors generally cannot receive their allocable share until such investment is liquidated or otherwise realized). Each such investment will be accounted for by such underlying fund separately from all such fund’s other investments and will generally be carried at cost until liquidated or marked-to-market. Illiquidity in underlying funds may affect the ability of a Fund of Funds to make redemptions of its investors’ interests or shares. Page | 35  Inflation – The market price of debt securities generally falls as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received. Debt securities that pay a fixed rather than variable interest rate are especially vulnerable to inflation risk because variable-rate debt securities may be able to participate, over the long term, in rising interest rates which have historically corresponded with long-term inflationary trends. Interest Rate – Interest rate changes can be sudden and unpredictable, and are influenced by a number of factors, including government policy, monetary policy, inflation expectations, perceptions of risk, and supply of and demand for bonds. Changes in government or central bank policy, including changes in tax policy or changes in a central bank’s implementation of specific policy goals, may have a substantial impact on interest rates. There can be no guarantee that any particular government or central bank policy will be continued, discontinued or changed, nor that any such policy will have the desired effect on interest rates. Debt securities generally tend to lose market value when interest rates rise and increase in value when interest rates fall. A rise in interest rates also has the potential to cause investors to rapidly sell fixed income securities. A substantial increase in interest rates may also have an adverse impact on the liquidity of a debt security, especially those with longer maturities or durations. Securities with longer maturities or durations or lower coupons or that make little (or no) interest payments before maturity tend to be more sensitive to interest rate changes. Investing in Funds – Certain accounts may invest in shares of funds as part of their core investment strategy or to gain exposure to certain asset classes. Funds are actively or passively managed portfolios that invest in a particular strategy, index, asset class or other objective defined by each fund for a management fee. Investing in funds generally carry the same risks as investing directly in the underlying assets but carry additional expenses in the form of management fees, distribution fees, brokerage expenses, shareholder service fees and/or other fees and expenses imposed or incurred by the funds, with a proportionate share borne by investors. Performance will be reduced by these costs and other expenses, which clients typically pay in addition to an Adviser’s advisory fees. Additionally, investments in ETFs may trade at a premium or discount to the ETF’s net asset value or an ETF may not replicate exactly the performance of the benchmark index it seeks to track. Investing in Underlying Funds – Because the investments made by a Fund of Funds are concentrated in the underlying funds it selects, and the Fund of Funds’ performance is directly related to the performance of the underlying funds held by it, the ability of a Fund of Funds to achieve its investment goal is directly related to the ability of the underlying funds to meet their investment goals. In addition, shareholders of a Fund of Funds will indirectly bear the fees and expenses of the underlying funds. Depending on the size of the investment made by a Fund of Funds in an underlying fund and the timing of the redemption of such investment, an underlying fund could be forced to alter its portfolio assets significantly to accommodate a large redemption order. This could negatively impact the performance of the underlying fund as it may have to dispose prematurely of portfolio assets that have not yet reached a desired market value, resulting in a loss to the underlying fund. An underlying fund may engage in frequent trading of its portfolio securities, which may indirectly impact the Fund of Funds’ investment performance, particularly through increased brokerage and other transaction costs and taxes. Additionally, when valuing Funds of Funds and other products or accounts which invest in privately placed pooled investment vehicles managed by third-parties or other underlying funds sponsored by third-party managers, the Advisers generally rely on pricing information provided by the private fund or the fund’s manager or other service provider. While the Advisers expect that such people will provide appropriate valuations, certain investments will likely be complex or difficult to value. The Advisers may also perform their own valuation analysis but generally will not independently assess the accuracy of such valuations. Moreover, the Advisers may be unable to determine whether the underlying fund or its manager is following the investment program described in the underlying fund’s offering documents. The investment risks described above are the principal risks of the Fund of Funds and the underlying funds in which it invests. Leverage – Certain Advisers will, from time to time, cause certain Accounts that they advise to leverage their capital if the Advisers believe it may enable the Accounts to achieve a higher rate of return. This is particularly true with respect to Accounts that are not U.S. Registered Funds, as they Page | 36  are not generally subject to the regulatory restrictions that apply to borrowing by U.S. Registered Funds. However, the use of leverage means that a decline in value of an Account’s investment could result in a substantial loss that would be greater than if the Account were not leveraged. In addition, leveraging by means of borrowing may exaggerate the effect of any increase or decrease in the value of portfolio securities on an Account’s net asset value, and money borrowed will be subject to interest and other costs (which may include commitment fees and/or the cost of maintaining minimum average balances), which may or may not exceed the income or gains received from the securities purchased with borrowed assets. Liquidity – Liquidity risk exists when the markets for particular securities or types of securities are or become relatively illiquid so that it is or becomes more difficult to sell the security, partially or in full, at the price at which the security was valued. Illiquidity may result from political, economic or issuer-specific events; changes in a specific market’s size or structure, including the number of participants; or overall market disruptions. Securities with reduced liquidity or that become illiquid involve greater risk than securities with more liquid markets. Market quotations for illiquid securities may be volatile and/or subject to large spreads between bid and ask prices. Reduced liquidity may have an adverse impact on market price and the ability to sell particular securities when necessary to meet liquidity needs, which may arise or increase in response to a specific economic event or because of a desire to purchase particular investments or a belief that a higher level of liquidity would be advantageous. An investment may become illiquid if the Adviser and its affiliates receive material non-public information about the issuer or the investment. To the extent that a significant portion of an issuer’s outstanding securities is held, greater liquidity risk will exist than if the issuer’s securities were more widely held. Management – The Fund is actively managed and could experience losses (realized and unrealized) if the investment manager’s judgment about markets, interest rates or the attractiveness, relative values, liquidity, or potential appreciation of particular investments made for the Fund's portfolio prove to be incorrect. The Fund could also experience losses if there are imperfections, errors or limitations in the models, tools, and data used by the investment manager or if the investment manager’s techniques or investment decisions do not produce the desired results. Additionally, legislative, regulatory, or tax developments may affect the investment techniques available to the investment manager in connection with managing the Fund and may also adversely affect the ability of the Fund to achieve its investment goal. Market – The market values of securities or other investments owned by the Fund will go up or down, sometimes rapidly or unpredictably. The Fund’s investments may decline in value due to factors affecting individual issuers (such as the results of supply and demand), or sectors within the securities markets. The value of a security or other investment also may go up or down due to general market conditions that are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in interest rates, inflation or exchange rates, or adverse investor sentiment generally. Furthermore, events involving limited liquidity, defaults, non- performance or other adverse developments that affect one industry, such as the financial services industry, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems, may spread to other industries, and could negatively affect the value and liquidity of the Fund’s investments. In addition, unexpected events and their aftermaths, such as the spread of diseases; natural, environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economic prospects of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. During a general downturn in the securities markets, multiple asset classes may decline in value. When markets perform well, there can be no assurance that securities or other investments held by the Fund will participate in or otherwise benefit from the advance. The long-term impact of the COVID-19 pandemic and its subsequent variants on economies, markets, industries and individual issuers is not known. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, took extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic. This and other government intervention into the economy and financial markets have resulted in a large expansion of government deficits and debt, the long-term consequences of which are not known. Page | 37  The United States and various countries are currently involved in disputes over trade and other matters, which may result in tariffs, investment restrictions and other adverse impacts on affected companies and securities. Trade disputes may adversely affect the economies of the United States and its trading partners, as well as companies directly or indirectly affected by tariffs or restrictions and financial markets generally. For example, the United States has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. The United States government has prohibited U.S. persons from investing in Chinese companies designated as related to the Chinese military. These and possible future restrictions could limit the Fund’s opportunities for investment and require the sale of securities at a loss or make them illiquid. Moreover, the Chinese government is involved in a longstanding dispute with Taiwan that has included threats of invasion. If the political climate between the United States and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the Fund’s assets may go down. Stock prices tend to go up and down more dramatically than those of debt securities. A slower- growth or recessionary economic environment could have an adverse effect on the prices of the various stocks held by the Fund. Marketplace Loans – Marketplace loans are originated through online platforms that provide a marketplace for lending and matching consumers, small and mid-sized enterprises or companies, and other borrowers seeking loans with investors that are willing to provide the funding for such loans (“Marketplace Loans”). Marketplace Loans are subject to the risks associated with debt investments generally, including, but not limited to, interest rate, credit, liquidity, high-yield debt, market and income risks. Marketplace loans generally are not rated by rating agencies, are often unsecured, and are highly risky and speculative investments. A platform operator is not obligated to make any payments due on a Marketplace Loan except to the extent that the operator actually receives payments from the borrower on the related loan. Accordingly, lenders and investors assume all of the credit risk on the loans they fund or purchase and there are no assurances that payments due on underlying loans will be made. In addition, Marketplace Loans may represent obligations of consumers who would not otherwise qualify for, or would have difficulty qualifying for, credit from traditional sources of lending, or that are unable to effectively access public equity or debt markets, as a result of, among other things, limited assets, adverse income characteristics, limited credit or operating history or an impaired credit record. As a result of the credit profile of the borrowers and the interest rates on Marketplace Loans, the delinquency and default experience on the Marketplace Loans may be significantly higher than those experienced by financial products arising from traditional sources of lending. A platform may be unable, or may not seek, to verify all of the borrower information obtained by it. Moreover, the platforms’ credit decisions and scoring models are based on algorithms that could potentially contain programming or other errors or prove to be ineffective or otherwise flawed. In addition, courts have recently considered the regulatory environment applicable to marketplace lending platforms and purchasers of Marketplace Loans. In light of recent decisions, if upheld and widely applied, certain marketplace lending platforms could be required to restructure their operations and certain loans previously made by them through funding banks may not be enforceable, whether in whole or in part, by investors holding such loans or such loans could be subject to reduced returns and/or the platform subject to fines and penalties. Merger Arbitrage Securities and Distressed Companies- Certain underlying funds may invest in merger arbitrage securities and distressed companies. A merger or other restructuring, or a tender or exchange offer, proposed or pending at the time an underlying fund invests in merger arbitrage securities may not be completed on the terms or within the time frame contemplated, which may result in losses to the underlying fund. Debt obligations of distressed companies typically are unrated, lower-rated, in default or close to default and are generally more likely to become worthless than the securities of more financially stable companies. Mortgage Securities and Asset-Backed Securities- Mortgage securities differ from conventional debt securities because principal is paid back over the life of the security rather than at maturity. The Fund may receive unscheduled prepayments of principal due to voluntary prepayments, refinancing or foreclosure on the underlying mortgage loans. To the Fund this means a loss of Page | 38  anticipated interest, and a portion of its principal investment represented by any premium the Fund may have paid. Mortgage prepayments generally increase when interest rates fall. Because of prepayments, mortgage securities may be less effective than some other types of debt securities as a means of "locking in" long-term interest rates and may have less potential for capital appreciation during periods of falling interest rates. When the Fund reinvests the prepayments of principal it receives, it may receive a rate of interest that is lower than the rate on the existing security. Mortgage securities also are subject to extension risk. An unexpected rise in interest rates could reduce the rate of prepayments on mortgage securities and extend their life. This could cause the price of the mortgage securities and the Fund's share price to fall and would make the mortgage securities more sensitive to interest rate changes. Since September 2008, the Federal Housing Finance Agency (FHFA), an agency of the U.S. government, has acted as the conservator to operate Fannie Mae and Freddie Mac until they are stabilized. It is unclear how long the conservatorship will last or what effect this conservatorship will have on the securities issued or guaranteed by Fannie Mae or Freddie Mac for the long-term. Although the mortgage-backed securities that are delivered in TBA transactions must meet certain standards, there is a risk that the actual securities received by the Fund may be less favorable than what was anticipated when entering into the transaction. TBA transactions also involve the risk that a counterparty will fail to deliver the security, exposing the Fund to losses. Whether or not the Fund takes delivery of the securities at the termination date of a TBA transaction, it will nonetheless be exposed to changes in the value of the underlying investments during the term of the agreement. Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default. Like mortgage securities, asset-backed securities are subject to prepayment and extension risks. Multi-Manager Risk – Certain Advisers employ a multi-manager strategy where the Adviser monitors each underlying manager in the arrangement as well as the overall management of the Account. In such arrangements, the Adviser and each underlying manager make investment decisions for Accounts independently from one another. It is possible that the investment styles used by an underlying manager will not always be complementary to those used by other underlying managers, which could adversely affect the performance of the Account. There can be no assurance that the use of a multi-manager approach will not result in losses by certain underlying managers offsetting any profits achieved by others. In addition, underlying managers may, from time to time, compete with the others for the same positions. Conversely, one underlying manager may buy the same securities that another underlying manager sells. Therefore, the client would bear the cost of these trades without accomplishing any investment purpose. Effective January 1, 2026, FAV will become investment manager to multi-manager 40 Act and UCITS funds previously managed by K2/D&S Management Co., L.L.C. which is an indirect wholly owned subsidiary of Franklin Resources. These funds utilize sub-advisors to manage portions of the respective funds based on but not limited to investment strategies and instruments described in this section. Multiple Layers of Fees Charged to Fund of Funds – Fund of Funds will be subject to substantial charges, directly and indirectly, at the underlying fund level (including management and incentive fees payable to the investment managers of the underlying funds). These multiple layers of fees could increase substantially as a result of the underlying fund manager’s incentive fees, which, if earned, are payable irrespective of the overall profitability of the Fund of Funds (as opposed to the profitability of the individual underlying fund). Non-Diversification – A "non-diversified" fund generally invests a greater portion of its assets in the securities of one or more issuers and invests overall in a smaller number of issuers than a diversified fund. The Fund may be more sensitive to a single economic, business, political, regulatory or other occurrence than a more diversified fund might be, which may negatively impact the Fund's performance and result in greater fluctuation in the value of the Fund's shares and a greater risk of loss. Page | 39  Non-U.S. Securities –Directly or indirectly investing in non-U.S. securities typically involves different risks than investing in U.S. securities, and includes risks associated with: (i) internal and external political and economic developments – e.g., the political, economic and social policies and structures of some foreign countries may be less stable and more volatile than those in the U.S. or some foreign countries may be subject to trading restrictions or economic sanctions; diplomatic and political developments could affect the economies, industries, and securities and currency markets of the countries in which the Fund is invested, which can include rapid and adverse political changes; social instability; regional conflicts; sanctions imposed by the United States, other nations or other governmental entities, including supranational entities; terrorism; and war; (ii) trading practices – e.g., government supervision and regulation of non-U.S. security and currency markets, trading systems and brokers may be less than in the United States, (iii) availability of information – non-U.S. issuers may not be subject to the same disclosure, accounting and financial reporting standards and practices as U.S. issuers and information may be less timely and/or reliable than information provided by U.S. issuers, (iv) limited markets – the securities of certain non-U.S. issuers may be less liquid (harder to sell) and more volatile, and (v) currency exchange rate fluctuations and policies. In addition, there is risk of unfavorable tax policies, including but not limited to, substantial, punitive or confiscatory tax increases; withholding and other non-U.S. taxes on income (including capital gains or other amounts); taxation on a retroactive basis; sudden or unanticipated changes in non-U.S. tax laws; financial transaction taxes; denial or delay of the realization of tax treaty benefits; and the payment of non-U.S. taxes not available for credit or deduction when passed through to shareholders. Although not typically subject to currency exchange rate risk, depositary receipts may be subject to the same risks as non-U.S. securities generally. The risks of investments outside the United States may be greater in developing countries or emerging market countries. Certain of the foregoing risks also may apply to securities of U.S. companies with significant non- U.S. operations. Options – Certain Accounts directly or indirectly invest in options. Purchasing put and call options, as well as writing such options, are highly specialized activities and entail greater than ordinary investment risks. Although an option buyer’s risk is limited to the amount of the original investment for the purchase of the option, an investment in an option may be subject to greater fluctuation than is an investment in the underlying securities. In theory, an uncovered call writer’s loss is potentially unlimited, but in practice the loss is limited by the term of existence of the call. The risk for a writer of a put option is that the price of the underlying securities may fall below the exercise price. The ability to trade in or exercise options may be restricted if trading in the underlying securities interest becomes restricted. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter options (options not traded on exchanges) are generally established through negotiation with the other party to the option contract. While this type of arrangement allows greater flexibility to tailor an option to its needs, over-the-counter options generally involve greater credit risk than exchange- traded options, which are guaranteed by the clearing organization of the exchanges where they are traded. OTC Transactions – Certain Accounts may directly or indirectly trade in derivative instruments that are not traded on organized exchanges and, as such, are not standardized. These transactions are known as over-the-counter (“OTC”) transactions. In general, there is less governmental regulation and supervision in the OTC markets than there is with respect to transactions entered into on an organized exchange. In addition, many of the protections afforded to participants on some organized exchanges, such as the performance guarantee of an exchange clearinghouse, are not available in connection with OTC transactions. Moreover, while some OTC markets are often highly liquid, transactions in OTC derivatives may involve greater risk than investing in exchange traded instruments because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off- exchange transaction or to assess the exposure to risk. Bid and offer prices need not be quoted and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price. Outbreaks, Pandemics and Other Public Health Issues – In general, unexpected local, regional or global events, such as the spread of infectious illnesses or other public health issues and their aftermaths, could have a significant adverse impact on the Advisers’ operations (including the ability Page | 40  of the Advisers to find and execute suitable investments) and therefore the Accounts' potential returns. In addition, such infectious illness outbreaks, as well as any restrictive measures implemented to control such outbreaks, could adversely affect the economies of many nations or the entire global economy, the financial condition of individual issuers or companies (including those that are held by, or are counterparties or service providers to, the Accounts) and capital markets in ways that cannot necessarily be foreseen, and such impact could be significant and long term. Moreover, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. If such events occur, an Account’s exposure to a number of other risks described elsewhere in this brochure can increase. For example, an outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and later detected globally, causing the World Health Organization to declare it a pandemic. This coronavirus has caused global distress and market volatility and uncertainty, and it resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations of services, supply chain disruptions, volatility in consumer demand for certain products, and disruptions or suspensions of business activities across a wide range of industries (including causing the Advisers and other service providers to certain Accounts to implement business contingency plans). As of the date of this brochure, the long-term economic fallout of COVID-19 is difficult to predict, and the outbreak could adversely affect the Accounts’ investments and/or the Advisers’ operations. Portfolio Turnover – The portfolio turnover rate in certain Accounts may exceed 100% per year because of the anticipated use of certain investment strategies. Other Accounts may experience greater turnover rates due to rebalancing services provided by an Adviser’s digital advisory program. Such frequent trading may affect the Account’s investment performance, particularly through increased brokerage and other transaction costs and taxes. Prepayment – Debt securities are subject to prepayment risk when the issuer can "call" the security, or repay principal, in whole or in part, prior to the security's maturity. When the Fund reinvests the prepayments of principal it receives, it may receive a rate of interest that is lower than the rate on the existing security, potentially lowering the Fund's income, yield and its distributions to shareholders. Securities subject to partial or complete prepayment(s) may offer less potential for gains during a declining interest rate environment and have greater price volatility. Prepayment risk is greater in periods of falling interest rates for fixed-rate investments, and for floating or variable rate securities, rising interest rates generally increase the risk of refinancings or prepayments. Private Investments in Public Equities (“PIPEs”) – Accounts investing in PIPE transactions invest money in public corporations in exchange for shares of the company, usually unregistered under the Securities Act. Often, warrants will be utilized to provide greater upside potential. Quantitative Model Risk – When executing an investment strategy using various proprietary quantitative or investment models, securities or other financial instruments selected can perform differently than expected, or from the market as a whole, as a result of a model’s component factors, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction, implementation and maintenance of the models (e.g., data problems, software issues, etc.). A model’s assumptions or its data inputs may be inaccurate from the outset or may become inaccurate as a result of many factors, such as changes in market structure, increased government intervention in markets or growth in assets managed in accordance with similar investment strategies. Moreover, the use of computers in collating information or developing and operating a quantitative or investment model does not assure the success of the model because a computer is merely an aid in compiling and organizing trade information. Accordingly, there can be no assurance that a model will achieve its objective. Real Estate Securities – Real estate values rise and fall in response to a variety of factors, including local, regional and national economic conditions, interest rates, tax and insurance considerations, changes in zoning laws, environmental regulations or hazards, or overbuilding, increases in property taxes and operating expenses or value decline in a neighbourhood. When economic growth is slow, demand for property decreases and prices may decline. Page | 41  REITs – A REIT’s performance depends on the types, values and locations of the properties and companies it owns and how well those properties and companies are managed. A decline in rental income may occur because of extended vacancies, increased competition from other properties, tenants’ failure to pay rent or poor management. Because a REIT may be invested in a limited number of projects or in a particular market segment, it may be more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. Loss of status as a qualified REIT under the U.S. federal tax laws could adversely affect the value of a particular REIT or the market for REITs as a whole. These risks may also apply to securities of REIT-like entities domiciled outside the U.S. Repurchase Agreements – A repurchase agreement exposes the Fund to the risk that the party that sells the securities to the Fund may default on its obligation to repurchase such securities. More detailed information about the Fund and its policies and risks can be found in the Fund's Statement of Additional Information (SAI). A description of the Fund's policies and procedures regarding the release of portfolio holdings information is also available in the Fund's SAI. Portfolio holdings information can be viewed online at franklintempleton.com. Risk of Loss – All investments involve the risk of the loss of capital. No guarantee or representation is made that any Account will achieve its investment objective or avoid losses. The value of a security can go up or down more than the market as a whole and can perform differently from the value of the market as a whole, often due to disappointing earnings reports by an issuer, unsuccessful products or services, loss of major customers, major litigation against the issuer, changes in government regulations affecting the issuer or the competitive environment, or investor sentiment. While each Account has its own investment objectives and strategies, there are risks associated with investing in general. Risks Related to Russia’s Invasion of Ukraine – Russia’s military invasion of Ukraine in February 2022, the resulting responses by the United States and other countries, and the continued conflict has increased volatility and uncertainty in the financial markets and adversely affected regional and global economies. The United States and other countries and certain international organizations have imposed broad-ranging economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to Russia’s invasion of Ukraine. The United States and other countries have also imposed economic sanctions on individuals and corporations in other countries in connection with the conflict and may continue to do so. These sanctions, as well as any other economic consequences related to the invasion, such as additional sanctions, boycotts or changes in consumer or purchaser preferences or cyber-attacks on governments, companies or individuals, may further decrease the value and liquidity of certain Russian securities and securities of issuers in other countries that are subject to economic sanctions related to the invasion. To the extent that the Fund has exposure to Russian investments or investments in countries affected by the invasion, the Fund’s ability to price, buy, sell, receive or deliver such investments on behalf of an Account may be impaired. The Fund could determine that affected securities of an Account have zero value. In addition, any exposure that the Fund may have to counterparties in Russia or in countries affected by the invasion could negatively impact the Fund’s portfolio. The extent and duration of Russia’s military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subjects to sanctions) are impossible to predict, but could result in significant market disruptions, including in the oil and natural gas markets, and may negatively affect global supply chains, inflation and global growth. These and any related events could significantly impact the Fund’s performance and the value of an investment in the Fund, even beyond any direct exposure the Fund may have to Russian issuers or issuers in other countries affected by the invasion. Securities Lending –To generate additional income, the Adviser may lend certain of an Account’s portfolio securities to qualified borrowers, including banks and broker-dealers, in exchange for cash collateral at least equal to the value of the security loaned that may then be invested while the loan is outstanding. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, there could be delays and costs in recovering the securities loaned or Page | 42  in gaining access to the collateral. These delays and costs could be greater for non-U.S. securities. If the Adviser is not able to recover the securities loaned, it may sell the collateral and purchase a replacement investment in the market. Additional transaction costs would result, and the value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Until the replacement can be purchased, the Account will not have the desired level of exposure to the security which the borrower failed to return. Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund. Investing this cash creates additional market risk, including losses on the collateral and, should the Adviser need to look to the collateral in the event of the borrower's default, losses on the loan secured by that collateral. Risk Premia Investing – The Advisers may directly implement or allocate a portion of an Account’s assets to risk premia strategies. Risk premia investing seeks to access investable systematic strategies that have low correlation to traditional beta investments. These “alternative beta” strategies are designed to be liquid and transparent and potentially offer an alternative source of return to complement a traditional asset class range. The risk premia strategy may be implemented through derivative instruments, including, among others, OTC derivatives such as total return swaps or structured notes. Thus, this strategy presents, among others, the risks associated with derivatives instruments and OTC transactions described above. Derivatives instruments may involve leverage which may magnify or otherwise increase investment losses. The ability of this strategy to achieve its investment objectives is dependent upon the Advisers’ evaluation of risks, potential returns and correlations between risk premia and other investments. There is a risk that the returns provided by individual risk premia transactions may be subject to higher-than-expected volatility and may be more correlated to equities or bonds than anticipated. In addition, this strategy relies on quantitative models (both proprietary models and those supplied by third parties) and information and data supplied by third parties. When models and data prove to be incorrect or incomplete, any decisions made in reliance thereon would expose this strategy to potential risks. All models rely on correct market data inputs. If incorrect market data is entered into even a well- founded model, the resulting information will be incorrect. Short Selling Risk – A short sale is where an Account borrows securities from a lender and sells them in the open market. The Account must repurchase the securities at a later date in order to return them to the lender. In the interim, the proceeds from the short sale are deposited with the lender and the Account pays interest to the lender on the borrowed securities. If the value of the securities declines between the time of the initial short sale and the time it repurchases and returns the securities, the Account makes a profit for the difference (less any interest paid to the lender). If the price of the borrowed securities rises, however, a loss results. There are risks associated with short selling, namely, that the borrowed securities will rise in value or not decline enough to cover the borrowing costs. Any loss on short positions may or may not be offset by investing short sale proceeds in other investments. In addition, the Account may experience difficulties in repurchasing the borrowed securities if a liquid market for the securities does not exist. The lender from whom the securities have been borrowed may also become bankrupt, causing the borrowing Account to lose the collateral it deposited with the lender. Small and Mid-Capitalization Companies – While small and mid-capitalization companies may offer substantial opportunities for capital growth, they also may involve more risks than larger companies. Historically, securities issued by small and mid-capitalization companies have been more volatile in price than securities that are issued by larger companies, especially over the short term. Among the reasons for the greater price volatility are the less certain growth prospects of small and mid-capitalization companies, the lower degree of liquidity in the markets for such securities, and the greater sensitivity of small and mid-capitalization companies to changing economic conditions. In addition, small and mid-capitalization companies may lack depth of management, be unable to generate funds necessary for growth or development, have limited product lines or be developing or marketing new products or services for which markets are not yet established and may never become established. Small and mid-capitalization companies may be particularly affected by Page | 43  interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying loans, particularly those with floating interest rates. Sovereign Debt Securities – Sovereign debt securities are subject to various risks in addition to those relating to debt securities and foreign securities generally, including, but not limited to, the risk that a governmental entity may be unwilling or unable to pay interest and repay principal on its sovereign debt, or otherwise meet its obligations when due because of cash flow problems, insufficient foreign reserves, the relative size of the debt service burden to the economy as a whole, the government’s policy towards principal international lenders such as the International Monetary Fund, or the political considerations to which the government may be subject. Sovereign debtors also may be dependent on expected disbursements from other foreign governments or multinational agencies and the country’s access to, or balance of, trade. If a sovereign debtor default (or threatens to default) on its sovereign debt obligations, the indebtedness may be restructured. Restructuring may include obtaining additional credit to finance outstanding obligations, reduction and rescheduling of payments of interest and principal, or negotiation of new or amended credit and security agreements. Unlike most corporate debt restructurings, the fees and expenses of financial and legal advisers to the creditors in connection with a restructuring may be borne by the holders of the sovereign debt securities instead of the sovereign entity itself. Some sovereign debtors have in the past been able to restructure their debt payments without the approval of some or all debt holders or to declare moratoria on payments, and similar occurrences may happen in the future. In the event of a default on sovereign debt, the Fund may have limited legal recourse against the defaulting government entity. As a sovereign entity, the issuing government may be immune from lawsuits in the event of its failure or refusal to pay the obligations when due, and any rights the Fund may have may be restricted pursuant to the terms of applicable treaties with such sovereign entity. If a sovereign entity defaults, it may request additional time in which to pay or for further loans. There may be no legal process for collecting principal or interest payments on sovereign debt that a government does not pay, or such legal process may be relatively more expensive, nor are there bankruptcy proceedings by which the Fund may collect in whole or in part on debt issued by a sovereign entity. In certain cases, remedies must be pursued in the courts located in the country of the defaulting sovereign entity itself, which may further limit the Fund’s ability to obtain recourse. State and U.S. Territories – Certain Accounts may directly or indirectly invest predominantly in state-specific municipal securities, in which case, events in that specific state are likely to affect the Account’s investments and its performance by increasing price volatility, market yield and taxes owed on income earned. These events may include economic or political policy changes, tax base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, and changes in the credit ratings assigned to municipal issuers of that state. Swaps – Certain Advisers enter into swap contracts for certain Accounts, including but not limited to, total return, interest rate, basis, currency, credit default, and inflation. These Advisers may enter into swaps for speculative or hedging purposes and therefore may increase or decrease exposure to the underlying instrument, and these Advisers utilize swaps for certain Accounts where it believes such investments will further the Account’s objectives. Notional amounts of swap transactions are not subject to any limitations, and swap contracts may expose an Account to unlimited risk of loss. Swaps may be used as an alternative to futures contracts. To the extent an Account directly or indirectly invests in repos, swaps, forwards, futures, options and other “synthetic” or derivative instruments, the Account would be subject to counterparty risk. In addition, certain Advisers may enter into swaps on securities, baskets of securities or securities indices and they may use such swaps to gain investment exposure to the underlying security or securities where direct ownership is either not legally possible or is economically unattractive. Certain Advisers may enter into swaps to modify an Account’s exposure to particular currencies using currency swaps. Tracking Error and ETF Management Risk – ETFs trade like stocks, fluctuate in market value and may trade at prices above or below the ETF’s net asset value. ETF shares may be bought or sold throughout the day at their market price on the exchange on which they are listed. However, there can be no guarantee that an active trading market for ETF shares will develop or be maintained, or that their listing will continue or remain unchanged. While the shares of ETFs are Page | 44  tradable on secondary markets, they may not readily trade in all market conditions and may trade at significant discounts due to market forces. Certain ETFs are designed to track a specified market index; however, in some cases an ETF’s return may deviate from the specified index. Other ETFs are actively managed and are therefore subject to management risk. Furthermore, unlike traditional open-end funds, investors generally cannot purchase ETF shares from, or redeem ETF shares with, the ETF sponsor. Rather, only specified large blocks of ETF shares called “creation units” can be purchased from, or redeemed with, the ETF sponsor. For more information on any ETF, investors should carefully consider the ETF’s investment goals, risks, sales charges and expenses before investing. An ETF’s prospectus contains this and other information. Unlisted Securities – Unlisted securities (i.e., securities not listed on a stock exchange or other markets and for which no liquid secondary trading market exists) may involve a high degree of business and financial risk and may result in substantial losses. The companies underlying such securities may have relatively limited operating and profit histories. Many of these companies may also need substantial additional capital to support expansion or to achieve or maintain a competitive position and there is no assurance that capital will be available to finance such needs. In the absence of a liquid trading market for unlisted securities, they will be difficult to value. It is also possible that such investments will be difficult to liquidate when desired, which may limit the ability to realize their full value. Although it is generally desirable that unlisted securities become listed in due course, there can be no assurance that this will be the case, or that sufficient liquidity for substantial shareholdings will be available following listing. Additionally, companies whose securities are not publicly traded generally are not subject to the same disclosure and investor protection requirements that apply to publicly traded companies. As a consequence, the information available to security holders of such companies about their business models, quality of management, earnings growth potential, and other criteria that are normally considered when evaluating the investment prospects of such companies may be less complete and less reliable than would be the case with a publicly traded company. Valuation Risk – An Account may directly or indirectly invest in securities for which reliable market quotations are not available. The process of valuing such securities is based on inherent uncertainties, and the resulting values may differ from values that would have been determined had readily available market quotations been available. As a result, the values placed on such securities by the Advisers may differ from values placed on such securities by other investors or a client’s custodian and from prices at which such securities may ultimately be sold. Where appropriate, third- party pricing information, which may be indicative of, or used as an input in determining, fair value may be used, but such information may at times not be available regarding certain assets or, if available, may not be considered reliable. Even if considered reliable, such third-party information might not ultimately reflect the price obtained for that security in a market transaction, which could be higher or lower than the third-party pricing information. In addition, an Account may rely on various third-party sources to calculate its market value. As a result, the Account is subject to certain operational risks associated with reliance on service providers and service providers’ data sources. Value Style Investing – Value stock prices are considered "cheap" relative to the company's perceived value and are often out of favor with other investors. The investment manager may invest in such stocks if it believes the market may have overreacted to adverse developments or failed to appreciate positive changes. However, if other investors fail to recognize the company's value (and do not become buyers, or if they become sellers or favor investing in faster growing companies), value stocks may not increase in value as anticipated by the investment manager and may even decline in value. Variable Rate Securities – Variable rate securities (which include floating rate debt securities) generally are less price sensitive to interest rate changes than fixed rate debt securities. However, the market value of variable rate debt securities may decline or not appreciate as quickly as expected when prevailing interest rates rise if the interest rates of the variable rate securities do not rise as much, or as quickly, as interest rates in general. Conversely, variable rate securities will not generally increase in market value if interest rates decline. When interest rates fall, there may be a reduction in the payments of interest received by the Fund from its variable rate securities. Page | 45  FAV’s Methods of Analysis, Investment Strategies and Risk of Loss Collateralized Loan Obligations We may invest directly or indirectly in collateralized loan obligations (“CLOs”). A CLO is an obligation of a trust or other special purpose vehicle typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, commercial real estate loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CLOs may charge management and other administrative fees. Payments of principal and interest are passed through to investors in a CLO and divided into several tranches of rated debt securities, which vary in risk and yield, and typically at least one tranche of unrated subordinated securities, which may be debt or equity (“CLO Securities”). CLO Securities generally receive some variation of principal and/or interest installments and, with the exception of certain subordinated securities, bear different interest rates. If there are defaults or if a CLO’s collateral otherwise underperforms, scheduled payments to senior tranches typically take priority over less senior tranches. CLO Securities may be privately placed and thus subject to restrictions on transfer to meet securities law and other legal requirements. In the event that a client account does not satisfy certain of the applicable transfer restrictions at any time that it holds CLO Securities, it may be forced to sell the related CLO Securities and may suffer a loss on sale. CLO Securities may be considered illiquid investments in the event there is no secondary market for the CLO/CDO securities. CLOs are also subject to the typical risks associated with debt instruments and fixed income and/or asset-backed securities discussed elsewhere herein, including interest rate risk (which may be exacerbated if the interest rate payable on a structured financing changes based on multiples of changes in interest rates or inversely to changes in interest rates), prepayment risk, credit risk (including adverse credit spread moves), liquidity risk and market risk. Putnam-Sponsored CLOs. – We sponsor CLOs (“Putnam CLOs”), and one or more legacy Putnam client accounts (including legacy Putnam-managed pooled investment funds) may from time to time invest, to the extent consistent with each account’s governing documents and/or investment guidelines, in our CLOs. We will not make these investments without consent of the client or fund (which may, in some cases, be obtained through disclosure in the investment management agreement, investment guidelines, or a fund’s offering documents). A legacy Putnam client account would generally be exempt from fees paid to Putnam in managing a Putnam CLO (either at the CLO or client account level, depending on the particular account). Putnam CLOs may also have significant investment from Franklin Templeton and its affiliates. Client accounts may invest in equity and/or debt interests of Putnam CLOs. When we are considering CLO investments on behalf of a client account, we may have an incentive to choose a Putnam CLO over a third-party managed CLO in order to seed that Putnam CLO and increase the fees we receive (and minimize the expenses we incur) in connection with our management of the Putnam CLO, or more generally, to support Putnam’s CLO business. Conversely, given that a legacy Putnam client account would generally be exempt from fees paid to Franklin Templeton in managing a Putnam CLO, as noted above, we might be incentivized to cause the client account to invest in CLOs managed by third parties rather than Franklin Templeton so that we receive full fees from the client account and the CLO. Investment in a Putnam CLO may offer a legacy Putnam client account, through Franklin Templeton as investment manager, greater transparency into and knowledge of the CLO’s investment process than would be possible with a CLO managed by a third party, and we may therefore select Putnam CLOs over CLOs managed by a third party where we believe those investments are appropriate for the legacy Putnam client account’s investment program. When selecting CLO investments on behalf of a legacy Putnam client account, whether or not a CLO is a Putnam CLO will be one factor among many we consider when choosing an investment. To the extent Franklin Templeton and/or its affiliates maintain control positions in CLOs managed by Franklin Templeton, Franklin Templeton will exercise control in the interest of the control equity held by it and/or its affiliates with respect to investment decisions and operational decisions of the CLOs, which could be adverse to the interests of other CLO investors, including legacy Putnam client accounts. Page | 46  Item 9 Disciplinary Information On July 2, 2020, following an offer of settlement from FAV and another Franklin Templeton SEC registered investment adviser, the SEC entered an order instituting administrative and cease-and- desist proceedings pursuant to Section 9(f) of the 1940 Act and Sections 203(e) and 203(k) of the Advisers Act, making findings, and imposing remedial sanctions and a cease-and-desist order against FAV (the “Order”). In the Order, the SEC found that (1) between December 2014 and November 2015, FAV caused certain Franklin Templeton funds it manages (the “Subject Funds”) to invest in shares of three unaffiliated ETFs (the “Subject ETFs”) in excess of the 10% investment limit under Section 12(d)(1)(A)(iii) of the 1940 Act; (2) FAV did not implement certain of the Subject Funds’ policies and procedures designed to prevent such violations, thereby causing the Subject Funds to violate Rule 38a-1(a) of the 1940 Act; and (3) in determining not to reimburse certain of the Subject Funds for losses that resulted from the corrective sale of one of the Subject ETFs by offsetting gains realized from the corrective sale of the two other Subject ETFs, FAV did not follow its policies and procedures and did not disclose material information to the Subject Funds’ board, thereby violating Section 206(2) and Section 206(4) and Rule 206(4)-7 of the Advisers Act. FAV later reported the losses to the Subject Funds’ board and fully reimbursed the Subject Funds for the losses including interest. FAV neither admitted nor denied the SEC’s findings. For purposes of settlement, FAV consented to the entry of the Order and a censure and agreed to pay a civil monetary penalty of $250,000. Item 10 Other Financial Industry Activities and Affiliations The Advisers are wholly-owned subsidiaries (whether directly or indirectly) of Franklin Resources, a holding company with its various subsidiaries that operate under the Franklin Templeton and/or subsidiary brand names. The Advisers have certain business arrangements with related persons/companies that are material to the Advisers’ advisory business or to their clients, including those described in this Item 10 (“Other Financial Industry Activities and Affiliations”). In some cases, these business arrangements will, from time to time, create a potential conflict of interest, or the appearance of a conflict of interest between the Advisers and a client. Please see Item 4 (“Advisory Business”) for additional information on services of affiliates. Recognized conflicts of interest are discussed in Item 6 (“Performance-Based Fees and Side-By- Side Management”) above and Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) and Item 12 (“Brokerage Practices”) below. The Advisers have arrangements with one or more of the following types of related persons that may be considered material to their advisory business or to their clients. RELATED BROKER-DEALERS The Advisers are under common control with Franklin Distributors, LLC (“FD, LLC”), Royce Fund Services, LLC (“RFS”) and Clarion Partners Securities, LLC (“CPS”), all of which are SEC registered broker-dealers and are members of the Financial Industry Regulatory Authority (“FINRA”). FD, LLC is also registered with the Commodity Futures Trading Commission (“CFTC”) as an introducing broker and is a member of the National Futures Association (“NFA”). FD, LLC is a limited purpose broker-dealer that serves as an underwriter and distributor for Franklin’s U.S. Registered Funds and 529 college savings plans. Furthermore, FD, LLC serves as a placement agent for Franklin affiliated private funds. FD, LLC also serves as broker-dealer of record on certain accounts of Fund shareholders that are held directly with the Fund’s transfer agents. FD, LLC registered staff principally engage in wholesaling and marketing activities. FD, LLC does not make recommendations to purchase or sell fund shares to retail investors. Underwriting and distribution fees are earned primarily by distributing Funds pursuant to distribution agreements between FD, LLC and the Funds. Under each distribution agreement, the Fund’s shares are offered and sold on a continuous basis and certain costs associated with underwriting and distributing the Fund’s shares may be incurred, including the costs of developing and producing sales literature, shareholder reports and prospectuses. Page | 47  RFS is the distributor of The Royce Fund and Royce Capital Fund, two open-end U.S. registered management investment companies with 12 separate series between them. RFS is also a wholly- owned subsidiary of Royce & Associates LP, a majority-owned subsidiary of Franklin Resources. RFS does not execute any securities transactions for client portfolios. CPS is wholly owned by Clarion Partners, LLC, a subsidiary of Franklin Resources (“Clarion Partners”) and provides distribution services with respect to the private funds sponsored and advised by Clarion Partners. CPS does not hold client accounts or take in investor monies. CPS does not provide brokerage services in connection with transactions involving securities. In addition, certain of the Advisers’ employees are registered representatives of FD, LLC. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for a discussion of the associated conflicts. In addition to the above, certain non-U.S. affiliates of the Advisers act as placement agents with respect to the distribution of certain Private Funds to Private Fund Investors outside the United States. U.S. REGISTERED FUNDS Certain Advisers serve as investment adviser to one or more U.S. Registered Funds, as described in such Advisers’ brochure. RELATED INVESTMENT ADVISERS The Advisers will, under certain circumstances, enter into a sub-advisory arrangement with, or refer a client to, an investment adviser affiliate, including from time to time another Adviser, capable of meeting the client’s specific investment needs. One or more of these affiliated investment advisers may be serving as a commodity trading advisor (“CTA”) and/or a commodity pool operator (“CPO”) that is either registered or exempt from registration with the CFTC. The Advisers as well as other investment adviser affiliates are affiliated with each other through the common control of Franklin Resources, and certain of these advisory entities share certain supervised persons, portfolio management personnel and investment research with each other. The Advisers will, from time to time, use the services of appropriate personnel of one or more of their affiliates for investment advice, portfolio execution and trading, and client servicing in their local or regional markets or their areas of special expertise, except to the extent restricted by the client or pursuant to its investment management agreement, or inconsistent with applicable law. In carrying out the requested services for an Adviser, portfolio management personnel of the Adviser’s affiliates will, from time to time, recommend to, or invest on behalf of, the affiliates’ clients in securities that are the subject of recommendations to, or discretionary trading on behalf of, the Adviser’s clients. Arrangements among affiliates take a variety of forms, including delegation arrangements, formal sub- advisory agreements or servicing agreements. In these circumstances, the client with whom an Adviser has executed the investment management agreement will typically require that the Adviser remains fully responsible for the Account from a legal and contractual perspective. No additional fees are charged for the affiliates’ services except as disclosed in the investment management agreement or Fund offering documents. These relationships will, from time to time, present potential conflicts of interest relating to the Advisers’ activities. Please see Item 6 (“Performance-Based Fees and Side-By- Side Management”) and Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for additional information. PRIVATE FUNDS For the Advisers who manage Private Funds, these funds are typically structured as U.S. and/or non-U.S. limited partnerships, limited liability companies, collective investment trusts and/or exempted companies in order to meet the legal, regulatory and tax demands of Private Fund Investors. An Adviser or an affiliate thereof typically acts as general partner, managing member, trustee, investment manager and/or otherwise exercises investment discretion with respect to these Private Funds in which investors are solicited to invest. Entities affiliated with the Advisers will also, from time to time, invest in and/or provide services other than advice (including, but not limited to, Page | 48  administration, organizing and managing business affairs, executing and reconciling trades, preparing financial statements and providing audit support, preparing tax related schedules or documents, legal support, sales and investor relations support, diligence and valuation services) to such Private Funds, in some cases for a fee separate and apart from the advisory fee. Franklin Templeton’s personnel, including employees of the Advisers’ affiliates, usually also serve on the board of directors of certain Private Funds. A Private Fund (other than those organized as a collective investment trust) will typically pay or reimburse the Advisers or their affiliates for certain organizational and initial offering expenses related to the Private Fund. Further information can be found in the PPM or other offering documents for each Private Fund. AFFILIATED CUSTODIAN From time to time a client’s Account will use the Advisers’ affiliate, Fiduciary Trust Company International (“FTCI”), to provide custodial services to the client in connection with the Advisers’ management of such Account. When a client chooses to use FTCI as its custodian, FTCI will charge fees to the client for its custodial services; however, the Advisers do not receive any fees or compensation in connection with its recommendation or the client’s use of FTCI’s services. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS OF FAV Related Broker-Dealers One or more of FAV’s management persons are registered with FINRA as a registered representative of an affiliated broker-dealer of FAV. CFTC Registrations FAV is a member of the NFA and is registered with the CFTC as a CTA. However, FAV is generally exempt from the CFTC’s disclosure and recordkeeping requirements applicable to registered CTAs under various exemptions on which it relies, including, but not limited to, CFTC Rule 4.7. Certain of the U.S. Registered Funds and Private Funds managed by FAV are commodity pools for which FAV is the CPO. As the CPO for certain U.S. Registered Funds, FAV is either (i) registered as a CPO with the CFTC but exempt from certain reporting and disclosure requirements pursuant to Rule 4.12(c) under the Commodity Exchange Act (“CEA”) or (ii) excluded from the need to register and the related requirements, pursuant to Rule 4.5 under the CEA or other provisions under the CEA and the rules of the CFTC. As the CPO for certain Private Funds, FAV is either (i) registered as a CPO, but exempt from certain reporting, recordkeeping and disclosure requirements pursuant to Rule 4.7 under the CEA or (ii) exempt from the need to register and related requirements pursuant to CEA Rule 4.13(a)(3) or other provisions under the CEA and the rules of the CFTC. FAV’s activities as a CPO or a CTA enable FAV to use commodities as part of certain Private Funds’ and Registered Funds’ investment strategies and do not pose a conflict with FAV’s investment advisory business. In addition, certain of FAV’s management persons have also registered as associated persons of FAV to the extent necessary or appropriate to perform their responsibilities, and/or as associated persons of an affiliated entity that is registered with the CFTC as a CPO and/or a CTA. Manager-of-Managers Arrangements Since the merger of QS Investors, LLC into FAV, FAV offers Manager-of-Managers arrangements. There are circumstances in such arrangements where FAV has a conflict of interest to recommend that more assets be allocated to a Sleeve managed by itself or an affiliate, or to allocate to Sleeves with higher fees, because FAV or such affiliate would receive additional compensation. Please see Item 5 (“Fees and Compensation – FAV’s Other Fees and Expenses – Underlying Manager Fees and Transition-Related Costs in Manager-of-Managers Arrangements”) for more information regarding fees charged in Manager-of-Managers arrangements. FAV addresses such conflicts of interest in several ways. First, the asset allocation and Underlying Manager selection and retention advice provided by FAV is based on a combination of quantitative and fundamental and market-related investment analyses. Additionally, any asset allocation decisions are subject to any guidelines established between FAV and the client for the Account Page | 49  (e.g., target asset allocations, allocation bands, or limitations on the aggregate investments that may be made in Funds or Sleeves managed by FAV or its affiliates). Likewise, FAV’s asset allocation and fund/manager selection is subject to specific quantitative and qualitative criteria and/or the review and oversight of the client or its designee and may be subject to the prior approval of the client (in the case of a non-discretionary client relationship). In addition to the foregoing, FAV seeks to act in accordance with its fiduciary obligations to each client when making allocation recommendations. Proprietary Index Methodologies and Self-Indexing Funds From time to time, FAV will develop an index using a proprietary methodology. With respect to certain Affiliated Funds that seek to track the investment results of one or more of such indices (each a “Self-Indexing Fund”), FAV’s activities relating to the development of, and any subsequent changes to, these indices could result in the potential ability of FAV to manipulate the underlying indices to the benefit or detriment of the Self-Indexing Funds or other Affiliated Funds. FAV further recognizes the potential for conflicts of interest that arise for FAV and certain of its personnel who have access to, or knowledge of, changes to an underlying index’s composition methodology or the constituent securities in an underlying index prior to the time that the holdings of the Self- Indexing Funds are publicly disseminated. This information could be deemed material, non-public information. FAV believes that protections under the 1940 Act, its Code of Ethics and FAV’s policies and procedures, including applicable “firewall” procedures, help to mitigate these potential conflicts of interest. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for additional information regarding the Code of Ethics for FAV and the other Advisers. Related Service Providers for Certain Separate Accounts and Model Programs FAV has engaged its affiliate, Franklin Templeton Private Portfolio Group, LLC (formerly known as Legg Mason Private Portfolio Group, LLC) (“FTPPG”)) to act as a service provider to FAV with respect to a limited number of separate accounts, typically with high net-worth individuals. Under this engagement, FTPPG provides operational support on behalf of FAV (the “Support Services”). FTPPG has retained Market Street Advisors, Inc., dba “Archer,” a company not affiliated with FAV or FTPPG, to provide some or all of the Support Services as its delegate with respect to separate accounts. FAV engages FTPPG to provide FAV with Support Services with respect to Fund Model Portfolios utilized in FAV’s non-discretionary advisory arrangements for Model Portfolio programs. In exchange for the Support Services for separate accounts, FAV pays FTPPG a blended fee depending on the Account’s assets under management and Account type. Such fees are paid by FAV out of its own resources. In certain model delivery and digital advisory programs, FAV provides Model Portfolios, on a non- discretionary basis, to Model Program Sponsors through a platform operated by AdvisorEngine Inc. (“AdvisorEngine”), an affiliate, who provides various non-advisory services to the Model Program Sponsors in separate arrangements. FAV pays or credits a license fee to AdvisorEngine in connection with these arrangements. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading CODE OF ETHICS SUMMARY Franklin Resources has adopted the Franklin Resources Code of Ethics and Business Conduct (the “Code of Ethics”), which is applicable to all officers, directors, and employees of Franklin Resources and its U.S. and non-U.S. subsidiaries and affiliates, including the Advisers. The Advisers are also subject to the Franklin Templeton Personal Investments and Insider Trading Policy (the “Personal Investments Policy”), which serves as a code of ethics adopted by Franklin Templeton pursuant to Rule 204A-1 under the Advisers Act and Rule 17j-1 of the 1940 Act. A brief description of the main provisions of the Personal Investments Policy follows. Page | 50  The Personal Investments Policy states that the interests of the Advisers’ clients are paramount and come before any employee. All Covered Employees (as defined below) are required to conduct themselves in a lawful, honest and ethical manner in their business practices and to maintain an environment that fosters fairness, respect and integrity. “Covered Employees” include the Advisers’ partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other person who provides advice on behalf of the Advisers and are subject to the supervision and control of the Advisers. The personal investment activities of Covered Employees must be conducted in a manner that avoids actual or potential conflicts of interest with the clients of the Advisers. Covered Employees are required to use their positions with the Advisers and any investment opportunities they learn of because of their positions with the Advisers in a manner consistent with their fiduciary duties to use such opportunities and information for the benefit of the Advisers’ clients and with applicable laws, rules and regulations. In addition, the Personal Investments Policy states that information concerning the security holdings and financial circumstances of the Advisers’ clients is confidential and Covered Employees are required to safeguard this information. Additionally, Access Persons, a subset of Covered Employees, are required to provide certain periodic reports on their personal securities transactions and holdings. “Access Persons” are generally employees of the Adviser and those persons who have access to non-public information regarding the securities transactions of the Advisers’ funds or clients; are involved in making securities recommendations to clients; have access to securities recommendations that are non- public; or have access to non-public information regarding the portfolio holdings of funds for which an Adviser serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter controls an Adviser, is controlled by an Adviser or is under common control with an Adviser. The Advisers’ Access Persons must obtain pre-clearance from the Compliance Department before buying or selling any security (other than those not requiring pre-clearance under the Personal Investments Policy). The Personal Investments Policy also requires pre-clearance before investing in a private investment or purchasing securities in a limited offering. The Personal Investments Policy generally prohibits Access Persons from investing in initial public offerings (“IPOs”); however, such investments may be permissible in certain circumstances or jurisdictions with prior approval from the Compliance Department. To avoid actual or potential conflicts of interest with the Advisers’ clients, certain transactions and practices are prohibited by the Personal Investments Policy. These include: front-running, trading parallel to a client, trading against a client, using proprietary information for personal transactions, market timing, and short selling Franklin Resources stock and the securities of Franklin Templeton closed-end funds. The Personal Investments Policy requires prompt internal reporting of suspected and actual violations of the Personal Investments Policy. In addition, violations of the Personal Investments Policy are referred to the Chief Compliance Officer as well as the relevant management personnel. The Advisers maintain a “restricted list” of securities in which the Advisers’ personnel generally may not trade. The restricted list is updated as necessary and is intended to prevent the misuse of material, non-public information by their employees. In addition to continuous monitoring, the Compliance Department will conduct forensic testing or auditing of reported personal securities transactions to ensure compliance with the Personal Investments Policy. No Covered Employee or Access Person may trade while in possession of material, non-public information (“MNPI”) or communicate MNPI to others. Information is considered material if there is a substantial likelihood that a reasonable investor would consider the information to be important in making his or her investment decision, or if it is reasonably certain to have a substantial effect on the price of the company’s securities. Information is non-public until it has been effectively communicated to the marketplace. If the information has been obtained from someone who is betraying an obligation not to share the information (e.g., a company insider), that information is very likely to be non-public. Page | 51  The Advisers have implemented a substantial set of personal investing procedures designed to avoid violation of the Personal Investments Policy. Copies of the Personal Investments Policy are available to any client or prospective client upon request by emailing GCSS at GlobalClientServiceSupportAmericas@franklintempleton.com. POTENTIAL CONFLICTS RELATING TO ADVISORY AND OTHER ACTIVITIES The Advisers and their affiliates engage in a broad range of activities, including investment activities for their own account and for the accounts of others and providing transaction-related, investment advisory, management and other services. In addition, while the Advisers are typically not themselves a general partner of any limited partnership, one or more of their affiliates often serve as a manager, general partner or trustee or in a similar capacity of a partnership, trust or other collective investment vehicle in which the Advisers’ clients are solicited to invest. In the ordinary course of an Adviser conducting its activities for a client, the interests of a client will, from time to time, conflict with the interests of the Adviser, other clients and/or their respective affiliates. Potential or actual conflicts of interest arise, from time to time, in (i) principal transactions, (ii) cross trades, (iii) investments by the Advisers or their employees for their personal accounts, (iv) client investment in entities affiliated with an Adviser or in which an Adviser or an affiliate has an interest, (v) allocation of investment opportunities and expenses, (vi) diverse membership among investors in a client Account, and (vii) diversity of client base, among others. In addition, while the Advisers are part of the Franklin Templeton organization, the Advisers have their own clients. Although an Adviser may focus primarily on an investment strategy different from other Advisers, clients of the Adviser and such other Advisers will, from time to time, invest in the same company or issuer, including in the same security or in different securities of such company or issuer. In such circumstances, interests of the Adviser’s clients will, at times, therefore conflict with the interests of the clients of the other Advisers. In addition, the interests of and between the Advisers themselves will at times be in conflict. These and other conflicts of interest are more fully described below. The Advisers manage assets of clients in accordance with the investment mandate selected by the clients and applicable law and will seek to give advice to, and make investment decisions for, such clients that the Advisers reasonably believe to be in the best interests of such clients. The Advisers have implemented policies and procedures that are reasonably designed to appropriately identify, disclose, limit and/or mitigate conflicts of interest. Additional limits and mitigants of conflicts are identified below. Any review of a conflict of interest will take into consideration the interests of the relevant Accounts, the circumstances giving rise to the conflict, applicable policies and procedures of the Advisers, and applicable laws. The following discussion is not a complete list of conflicts to which the Advisers or clients are subject. In addition, other conflicts are discussed elsewhere in this brochure. Principal Transactions From time to time the Advisers may recommend, to the extent permitted by law, that clients buy an asset from, or sell an asset to, the Advisers or their affiliates. These transactions involving the purchase and sale of assets are commonly referred to as “principal transactions.” A principal transaction may also be deemed to occur if an Adviser and/or an affiliate owns a substantial portion of a Fund, and that Fund participates in a transaction with another client. Principal transactions present an inherent conflict of interest because an Adviser and/or one or more of its affiliates are on both sides of such transactions. To the extent that an Adviser engages in a principal transaction covered by Section 206(3) of the Advisers Act, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act, including that the Adviser will notify the applicable client (or an independent representative thereof) in writing of the transaction and obtain the client’s consent (or the consent of an independent representative thereof). The Advisers seek to alleviate the conflict of interest posed by principal transactions with procedures requiring pre-clearance of any principal transaction by the Compliance Department and ensuring requisite client consent has been received. Page | 52  On occasion and subject to applicable law and a Private Fund’s governing documents, an Adviser that advises a Private Fund or a related person (including the Adviser’s affiliates, officers, directors or employees) may purchase investments on behalf of and in anticipation of opening a Private Fund that will hold such investment. Such investments are typically then transferred to the Private Fund. Cross Trades In certain circumstances, the Advisers will conclude that it is appropriate to sell securities held in one Account to another Account, including, from time to time, between client accounts established under SMA Programs. Consistent with its fiduciary duty to each client (including the duty to seek best execution), an Adviser will, from time to time, (but is not required to) effect purchases and sales between clients or clients of affiliates (“cross trades”) if the Adviser believes such transactions are appropriate based on each client’s investment objectives, subject to applicable law and regulation. For example, certain Private Funds are intended to generally invest on a “parallel” basis with each other (i.e., proportionately in all transactions at substantially the same time and on substantially the same terms and conditions). These Private Funds will therefore, from time to time, engage in transactions at the end of the offering period that are intended to rebalance the portfolio in accordance with the final size and/or available capital of each respective entity. Advisers to Fund of Funds will from time to time also engage in such transactions when they wish to reduce the investment of one or more Fund of Funds in an underlying fund and increase the investment of other Fund of Funds in such underlying fund, in order to re-balance portfolios, provide better liquidity to the Fund of Funds involved, or, when appropriate for both Fund of Funds involved,to allocate de minimis underlying fund allocations from a large Fund of Funds to another smaller Fund of Funds. In a cross trade, an Adviser has a conflict of interest because the Adviser and/or one or more of its affiliates represent the interests of both the selling party and the buying party in the same transaction. As a result, Accounts for whom the Advisers execute cross trades bear the risk that one or more other Accounts in the cross trade will be treated more favorably, particularly in cases where such other Accounts pay a higher management or performance-based fee or incentive allocation. The Advisers have established certain policies and procedures as they relate to cross trades, under which certain cross trades are permitted when it is in the best interest of each Account. Cross trades also pose a risk that the price of a security or other instrument bought or sold through a cross trade will not be as favorable as it might have been had the trade been executed in the open market or that an Account receives a security that is difficult to dispose of in a market transaction. The Advisers seek to ensure that the price paid, or amount received by a client in a cross trade is fair and appropriate, which is sometimes based on independent dealer quotes or information obtained from recognized pricing services. For example, Accounts employing a municipal bond strategy will, from time to time, use an independent pricing provider to determine the price used in a cross trade between such Accounts. Moreover, absent certain circumstances, if the Advisers are unable to obtain sufficient price quotes or otherwise determine the security is illiquid, then the cross trade would not typically be executed. In addition, the Advisers will not receive compensation (other than their normal advisory fee for managing the Account), directly or indirectly, for effecting a cross trade between advisory clients, and accordingly will not be deemed to have acted as a broker with respect to such transactions. Any cross trades effected with respect to U.S. Registered Funds are subject to Rule 17a-7 under the 1940 Act. Please also see Item 6 (“Performance-Based Fees and Side-by-Side Management”) for additional information. Personal Trading Management of personal accounts by a portfolio manager or other investment professionals will, from time to time, give rise to potential conflicts of interest. The Advisers have adopted the Personal Investments Policy, which they believe contains provisions reasonably designed to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, as well as certain additional compliance procedures that are designed to address these and other types of conflicts. However, there is no guarantee that the Personal Investment Policy or such additional compliance procedures will detect and/or address all situations where an actual or potential conflict arises. Page | 53  Conflicts Related to Investments in Securities of Companies in Which an Adviser, an Affiliate or Another Account Holds Interests The Advisers will, from time to time, recommend to clients, or buy or sell for Accounts, securities in which the Advisers or their affiliates have a material financial interest. Such financial interests include, among other things, seed capital contributed by an Adviser or an affiliate to a Fund that such Adviser manages, or an actual investment by an Adviser or an affiliate in the Fund or in third- party vehicles in which the Adviser or a related person has a financial interest. The Advisers or their related persons may also purchase or sell for themselves securities or other investments that one or more advisory clients own, previously owned, or may own in the future, subject to the Personal Investments Policy, other policies and procedures of the Advisers, and applicable law. Under certain circumstances and to the extent permitted by applicable law, certain Accounts will invest directly or indirectly in the securities of companies in which a related person of the Adviser, for itself or its clients, has an equity, debt, or other interest. For example, an Adviser’s affiliate may have contributed seed capital to a Private Fund or other Account that the Adviser concludes should co-invest in the same company with another Private Fund or other Account managed by the Adviser. In addition, an affiliate or a related person of an Adviser may make a strategic investment in a company (such as a company in the financial technology industry) that an Adviser separately determines is a prudent investment for an Account to make. Accordingly, an Adviser’s management of its client’s assets will, in certain circumstances, benefit the interests of members of the Adviser and/or its affiliates. With respect to a particular Account, the Advisers are not obligated to recommend, buy or sell, or to refrain from recommending, buying or selling any security that the Advisers and “access persons,” as defined by applicable federal securities laws, may buy or sell for their own account or for the accounts of any other fund. Additionally, the Advisers are permitted to invest in securities held by any Accounts they manage, subject to applicable policies and procedures adopted by the Advisers and applicable law. Conflicts Related to Investing Alongside Other Accounts Under certain circumstances, an Account will make an investment in which one or more other Accounts are expected to participate, or already have made, or will seek to make, an investment in the same security. Such Accounts may have conflicting interests and objectives in connection with such investments, including with respect to views on the operations or activities of the issuer involved, the targeted returns from the investment and the timeframe for, and method of, exiting the investment. When making such investments, an Adviser may do so in a way that favors one Account over another Account, even if both Accounts are investing in the same security at the same time. For example, if two Accounts have different time horizons, and the Account with a shorter time horizon sells its interest first, this sale could affect the value of the investment in the company held by the Account with the longer time horizon. There will also be cases where Accounts (typically, certain Private Funds) invest on a “parallel” basis (i.e., proportionately in all transactions at substantially the same time and on substantially the same terms and conditions). The Advisers have no obligation to provide the same investment advice or to purchase or sell the same securities for each Account. Differing facts and circumstances among Accounts will, from time to time, result in an Adviser and one or more of its related persons giving advice and taking action with respect to one Account they manage, or for their own account, that differs from action taken on behalf of other Accounts they manage. However, such differing actions are subject to applicable policies and procedures adopted by the Advisers and are guided by the Advisers’ fiduciary duties to act in each account’s best interests. For example, in certain circumstances, clients will seek to take an opposite investment position (e.g., a long position versus a short position) in the same security held by other clients (or proprietary accounts), but policies and procedures of the Advisers’ prohibit such opposite positions in certain circumstances. Certain Advisers serve as sub-adviser to various Sub-Advised Accounts, some of which have an investment goal and strategy similar to that of other types of client Accounts for which such Advisers serve as investment adviser. Even when there is similarity in investment goal and strategy, investment performance and portfolio holdings may vary between these Accounts, potentially significantly, as a result of, among other things, differences in: (i) inception dates, (ii) cash flows, Page | 54  (iii) asset allocation, (iv) security selection, (v) liquidity, (vi) income distribution or income retention, (vii) fees, (viii) fair value pricing procedures, (ix) diversification methodology, (x) use of different foreign exchange rates, (xi) use of different pricing vendors, (xii) ability to access certain markets due to country registration requirements, (xiii) legal restrictions or custodial issues, (xiv) legacy holdings in the Account, (xv) availability of applicable trading agreements such as ISDAs, futures agreements or other trading documentation, (xvi) restrictions placed on the Account (including country, industry or environmental and social governance restrictions) and (xvii) other operational issues that impact the ability of an Account to trade in certain instruments or markets. Please see Item 6 (“Performance-Based Fees and Side-By-Side Management”) for additional information regarding conflicts related to side-by-side management of different Accounts. Conflicts Related to Investing in Different Levels of the Capital Structure Potential conflicts exist in certain uses of multiple strategies by an Adviser. For example, conflicts will arise in cases where different Accounts invest in different parts of an issuer’s capital structure, including circumstances in which one or more Accounts own private securities or obligations of an issuer and one or more other Accounts own or seek to acquire securities of the same issuer. For instance, an Account may acquire a loan, loan participation or a loan assignment of a particular borrower in which one or more other Accounts have an equity investment or may invest in senior debt obligations of an issuer for one Account and junior debt obligations or equity of the same issuer for another Account. In such and other similar situations, an Adviser may take actions with respect to the assets held by one Account that are adverse to the other Accounts, for example, by foreclosing on loans, disposing of equity, or by exercising rights to purchase or sell to an issuer, causing an issuer to take actions adverse to certain classes of securities. In these situations, decisions over items such as whether to make the investment, exercise certain rights, or take or determine not to take an action, proxy voting, corporate reorganization, how to exit an investment, bankruptcy or similar matters (including, for example, whether to trigger an event of default or the terms of any workout) will result in conflicts of interest. Conflicts Related to Use of Information The Advisers receive and generate various kinds of portfolio company data and other information, including those related to financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors and other metrics. This information may, in certain instances, include MNPI received or generated in connection with efforts on behalf of an Account’s investment (or prospective investment) to better enable the Adviser to anticipate macroeconomic and other trends, and otherwise develop investment strategies. Information barriers and/or confidentiality or similar arrangements entered into by an Adviser with companies or other sources of information will limit such Adviser’s ability to internally share and use such information. The Advisers rely on these barriers in some instances to mitigate potential conflicts of interest, to preserve confidential information and to prevent the inappropriate flow of MNPI and confidential information. When not limited from using this information, the Advisers are likely in certain instances to use such information in a manner that could provide a material benefit to certain other Accounts (or the Advisers and/or their affiliates) without equally benefiting the Account(s) from which such information was obtained. In addition, the Advisers have an incentive to pursue investments in companies based on the data and information expected to be received or generated by such companies. Subject to applicable law and confidentiality obligations, the Advisers have in the past and are likely in the future to utilize such information to benefit certain Accounts (or the Advisers and/or their affiliates) in a manner that may otherwise present a conflict of interest. Conflicts Related to Investment in Affiliated Funds and Affiliated Accounts An Adviser, where appropriate (including in compliance with any applicable investment guidelines or restrictions) and in accordance with applicable laws and regulations, will at times purchase on behalf of the Adviser’s clients, or recommend to the Adviser’s clients that they purchase, shares of Affiliated Funds, or invest their assets in other portfolios managed by the Advisers or their affiliates (“Affiliated Accounts”). In addition, FAV may construct Model Portfolios or GOE Portfolios without considering the universe of potential funds sponsored by Third-Party Funds, even though there may (or may not) be Third-Party Funds that are more appropriate for inclusion in such portfolios, including available Third-Party Funds in the applicable asset classes that have lower fees and Page | 55  expenses, greater performance or other favorable terms relative to an Affiliated Fund. Conflicts of interest arise when investing a client's assets into Affiliated Funds or Affiliated Accounts. For example, as a shareholder in a pooled investment vehicle, a client will generally pay a proportionate share of the vehicle’s fees and expenses. Investment by a client in an Affiliated Fund or Affiliated Account could therefore result in the client, depending on the circumstances and subject to applicable law, directly or indirectly paying advisory (or other) fees to the Affiliated Fund or Affiliated Account in addition to any fees it pays to the Adviser for managing the client’s Account. Moreover, in certain circumstances, the Adviser will receive some or all of such advisory (or other) fees from an affiliate, including on occasion via a fee sharing or referral arrangement. The client investment will also, from time to time, be subject to other fees and expenses charged to the Affiliated Fund or Affiliated Account by other parties. Similarly, an Adviser’s client who invests into an Affiliated Account that is a Separate Account managed by another Adviser would be subject to any advisory fees charged by that Adviser to the Separate Account. If a client does not want its Account assets to be invested in Affiliated Funds and/or Affiliated Accounts, then the client should notify its Adviser to discuss modifying its investment guidelines. The Advisers’ Separate Account clients are also permitted to invest directly in certain Affiliated Funds (including U.S. Registered Funds) or Affiliated Accounts independent of their Separate Account without paying additional Separate Account management fees to the Advisers. In order to avoid duplication of fees, the Advisers typically exclude any assets invested in Affiliated Funds or Affiliated Accounts from the management fee charged by the Advisers to the Account, unless otherwise agreed with a client (for example, where a client requests additional allocation services at the Account level) or disclosed to a client, and subject to applicable law. In some instances, certain Private Funds will not pay management fees to the Affiliated Fund or Affiliated Account with respect to such investment, unless the client (or investors therein) has been provided disclosure regarding such compensation arrangements. Similarly, the Separate Account management fees paid by certain retirement accounts (including those subjects to the Employee Retirement Income Security Act of 1974 (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended) that invest in Affiliated Funds or Affiliated Accounts will exclude Account assets invested in such Affiliated Funds or Affiliated Accounts to the extent required by law when calculating the Advisers’ Separate Account management fees. Accordingly, the assets of such Accounts invested in Affiliated Funds or Affiliated Accounts will pay their pro rata share of such applicable fees of the Affiliated Fund or Affiliated Account, to the extent permitted by applicable law. Alternatively, the Advisers may elect to provide a credit representing the respective Account’s pro rata share of fees paid with respect to any assets of a client invested in shares of any such Affiliated Funds or Affiliated Accounts. Conflicts Related to Trading for Multiple Accounts Franklin Templeton generally endeavors to aggregate same-day client trades in the same security for Accounts under the management of an Adviser’s portfolio management team. However, from time to time, an Adviser will manage or implement a portfolio decision on behalf of a client ahead of, or contemporaneously with, portfolio decisions of another client. In these circumstances, market impact, liquidity constraints, or other factors could result in one of the clients receiving less favorable pricing or trading results, paying higher transaction costs, or being otherwise disadvantaged. Similarly, from time to time, an Adviser or an affiliate will buy or sell securities for clients before or at about the same time that such Adviser or affiliate buys or sells the same securities for its own account(s); however, to mitigate the conflicts associated with such trades, Franklin Templeton has adopted policies and procedures applicable to the Advisers requiring such buy or sell orders to generally be aggregated. Please see Item 12 (“Brokerage Practices – Aggregation and Allocation of Trades”) for more information regarding aggregation of transactions. Conflicts Related to Service Providers An Adviser will, in its discretion, contract with a related person of the Adviser, including related broker-dealers, administrators and/or transfer agents, to perform services for the Adviser in connection with its provision of advisory services to its clients. In these circumstances, the related person may perform such services itself, or it may engage an unaffiliated service provider that it oversees to provide the services. In addition, Franklin Templeton may have equity investments in Digital Program Sponsors and/or engage in other non-advisory business activities with Digital Page | 56  Program Sponsors which may lead our registered investment adviser clients to favor recommending our products to their retail customers over another product. Similarly, an Adviser, in its discretion, at times recommends to its clients that they contract services with a related person of the Adviser or an entity with which the Adviser or its affiliates or a member of their personnel has a relationship or from which the Adviser or its affiliates or their personnel otherwise derives financial or other benefit. An Adviser will engage a related person to provide such services when it believes such engagement is beneficial to the Account, such as providing efficiencies in information sharing and higher quality of service. However, the Adviser also has an incentive, even if it does not act on such incentive, to recommend the related person even if another person may be more qualified to provide the applicable services and/or can provide such services at a lesser cost. Similarly, in hindsight, circumstances could be construed that the Adviser was not as incentivized to pursue remedies and enforce rights against affiliated service providers as compared to unaffiliated service providers, and the Adviser may be incentivized to agree to more favorable compensation terms with an affiliated service provider than with an unaffiliated service provider. An Adviser and its affiliates may, to the extent permitted by applicable laws, make payments, or assign the right to receive performance fees, to financial intermediaries relating to the placement of interests/shares in Private Funds. These payments may be in addition to or in lieu of any placement fees payable by investors in those Private Funds. These payments to the financial intermediary and/or its representative create an incentive for the financial intermediary to recommend the Private Fund over other products. In certain circumstances, conflicts of interest will also arise with respect to investments by an Adviser, its affiliates, or an Account in a service provider. For example, the Advisers will, under certain circumstances, have an incentive to pursue investments in companies where an Adviser or its affiliates are, or could become, a customer of the companies’ services, or vice versa. Where appropriate and permitted under an Account’s governing documents or investment management agreement, an Adviser will, from time to time, recommend that such Account file claims or threaten action against other parties. To the extent such party is a service provider, vendor, distributor or placement agent for the Adviser or its affiliates, the Adviser will at times have an incentive not to recommend such action. The Advisers address such conflicts of interest by acting on behalf of their clients in accordance with their fiduciary obligations to each client. Accordingly, the Advisers’ general practice is not to take into account the fact that an issuer is a client, service provider, vendor, distributor, or placement agent when making investment decisions or deciding to file claims or pursue legal actions. Conflicts Related to Affiliated Broker Dealers Broker-dealers and placement agents related to the Advisers and their employees, to the extent such broker-dealers and placement agents receive compensation in connection with the sale of interests in the Accounts, will have an economic incentive with respect to recommending products and services offered by the Advisers. However, other than with respect to certain U.S. Registered Funds, where the related broker-dealer or placement agent receives compensation through either a front end or contingent-deferred sales charge (or load) paid by certain share classes, as disclosed in the applicable U.S. Registered Fund’s prospectus, the Advisers will bear the costs of any such compensation (i.e., it will not be borne by the Accounts or the investors therein). In addition, related broker-dealers and placement agents will have an incentive to recommend products and services of the Advisers over other products and services as a result of being a part of the Franklin Templeton organization. In addition, as noted above in Item 10 (“Other Financial Industry Activities and Affiliations – Related Broker-Dealers”), certain Advisers’ employees are registered representatives of FD, LLC. While these employees do not receive commissions in connection with the sale of interests in the Funds, they will under certain circumstances receive performance-based compensation from the Adviser in connection with the sale of interests in the Funds. As a result, these employees will have an economic incentive to recommend products and services of the Advisers over other products and services. Page | 57  Allocation of Investment Opportunities The Advisers have discretion to allocate investment opportunities among their clients, including special purpose vehicles established for the purpose of making particular investments, subject only to each Account’s respective investment guidelines, the Advisers’ duty to act in good faith and applicable law. The advisory contracts entered into by the Advisers with each client do not entitle clients to obtain the benefit of any particular investment opportunity that is developed by the Advisers, or their officers or employees, where the Advisers determine in good faith that such client should not invest. In general, the Advisers have discretion to determine whether a particular security or instrument is an appropriate investment for each Account, based on the Account’s investment objectives, investment restrictions and trading strategies. Accounts with investment restrictions that preclude investing in new, unseasoned or small capitalization issuers will generally not participate in IPOs or private equity transactions, including those that are expected to trade at a premium in the secondary market. Moreover, even an Account that is not explicitly precluded from making such investments may not participate if doing so would be inconsistent with its investment guidelines. In addition, Accounts with a specific mandate will at times receive first priority for securities falling within that mandate. As a result, certain Accounts managed by the Advisers or their affiliates may have greater opportunities to invest in private equity transactions or IPOs. In the event that an IPO or private equity transaction is oversubscribed, securities will be allocated among eligible Accounts according to procedures designed to comply with the requirements and restrictions of applicable law and provide equitable treatment to all such Accounts over time. Subject to the above, allocation is done for each Account on a pro rata or other objective basis. The Advisers have implemented the Equity Trade Allocation Policy and Procedures (as defined below) designed to provide that all clients for whom such investments are appropriate receive a fair opportunity over time to participate in IPOs or private equity transactions. To the extent permitted by applicable law and regulations, additional care and caution is exercised if one of the Accounts participating in a limited investment opportunity is an affiliated Account, including specific compliance approval when affiliated Accounts are participating in an IPO or a private equity transaction. Please see Item 6 (“Performance-Based Fees and Side-By-Side Management”) and Item 12 (“Brokerage Practices – Aggregation and Allocation of Trades”) for more information regarding aggregation and allocation of transactions. Allocations to any Account in which the interests of the Advisers, their officers, directors, employees or affiliates collectively meet or exceed 5% of the Account’s economic value shall be governed by procedures and policies adopted by Franklin Templeton reasonably designed to ensure that buy and sell opportunities are allocated fairly among clients (the “Equity Trade Allocation Policy and Procedures”). These Accounts will, in certain circumstances, be deemed affiliated persons of the Advisers by reason of the collective 5% or greater ownership interest of the Advisers’ insiders and the Advisers’ registered mutual fund clients, if any. Transactions for and allocations to these accounts are given special scrutiny because of the inherent conflict of interest involved. All exceptions to standard allocation/rotation procedures involving such affiliated accounts are monitored and recorded. If securities traded for affiliated accounts are also the subject of trading activity (i) by an Adviser’s advised mutual fund, or (ii) by other non-mutual fund client accounts, the securities traded for the affiliated accounts are generally aggregated, to the extent permitted by applicable law and regulations, for trading with the Adviser’s advised mutual fund or other non-mutual fund client accounts. The Advisers face potential conflicts when allocating the assets of a client to one or more Affiliated Funds or Affiliated Accounts. For example, in hindsight and despite good intention, circumstances could be construed that such allocation conferred a benefit upon the Affiliated Fund, Affiliated Account or an Adviser to the detriment of the Advisers’ client, or vice versa. Allocation of Private Fund Co-Investment Opportunities and Conflicts Related to Co- Investments Certain Advisers that advise Private Funds will, from time to time, offer co-investment opportunities to invest alongside a Private Fund to Private Fund Investors and to third parties but generally are under no obligation to do so. Co-investment opportunities will be allocated as determined by the Adviser in its sole discretion, and any such allocations as between investors will at times not correspond to their pro rata interests in the relevant Private Fund or the size of their accounts if Page | 58  applicable. In determining such allocations, an Adviser may take into account any facts or circumstances it deems appropriate, including but not limited to the size of the prospective co- investor’s investment in the Private Fund and other Accounts if applicable; the Adviser’s evaluation of the financial resources, sophistication, experience and expertise (with respect to the execution of co-investment transactions generally and with respect to the geographic location or business activities of the applicable investment) of the potential co-investor; perception of past experiences and relationships with the prospective co-investor; whether or not such person has co-invested previously and the ability of any such co-investor to respond promptly and appropriately to potential investment opportunities; perception of the legal, regulatory, reporting, public relations, competitive, confidentiality or other issues that may arise with respect to the prospective co-investor; and any strategic value or other benefit to the Adviser, the Private Fund if applicable, or their respective affiliates resulting from offering such co-investment opportunity to the prospective co-investor. Additionally, the Advisers will at times grant certain investors (or their affiliates) in a Private Fund a priority right and/or preferential fee terms to participate in co-investment opportunities. The existence of such priority co-investment rights and/or preferential fee terms may result in other investors receiving fewer or no co-investment opportunities. Because co-investors may not be identified and/or may not agree to invest until relatively late in the investment process, or for other reasons, co-investors may not bear their proportionate share of investment-related expenses (including “broken deal” expenses). Co-investments often result in conflicts between the applicable Private Fund and other co-investors (for example, over the price and other terms of such investment, exit strategies and related matters, including the exercise of remedies of their respective investments). Furthermore, to the extent that the relevant Private Fund holds interests that are different (or more senior) from those held by such other co-investors, the applicable Adviser will be presented with decisions involving circumstances where the interests of such co-investors are in conflict with those of the Private Fund. To the extent an Adviser or its affiliate co-invests with any Private Fund or holds an interest in any co-investing entity, such conflicts will be heightened. For example, co-investment vehicles are under certain circumstances formed to make investments alongside a Private Fund. Under certain circumstances, a Private Fund’s investors and general partner will receive distributions in cash while a co-investment vehicle’s investors and general partner (who is typically an affiliate of the Private Fund’s Adviser) will receive distributions in kind, which creates conflicts of interest both between the Private Fund and the co-investment vehicle and between the Private Fund and the general partner of the co-investment vehicle. In cases where an investment increases in value after distribution, if a Private Fund’s investors and general partner receive cash distributions and the co-investment vehicle’s investors and general partner receive in- kind distributions, the Private Fund’s investors will be denied the benefits of that increase had the Private Fund retained the securities and the co-investment vehicle’s investors and general partner will receive more value from the securities than they would have had the co-investment vehicle’s interests been paid in cash. In the event the general partner of and the investors in the co- investment vehicle receive such an in-kind distribution, the general partner (and the other co- investors) will generally act in their own interest with respect to their share of securities and may determine to sell the distributed securities or hold on to the distributed securities for such time as the general partner (and the other co-investors) shall determine. The ability of the general partner (and the other co-investors) to act in their own interest with respect to such distributed shares creates a conflict of interest between the general partner (and the other co-investors) of the co- investment vehicle and the Private Fund that does not receive a distribution in kind. These conflicts may be exacerbated due to the enhanced knowledge and information the general partner of the co-investment vehicle (or the Adviser) has relative to the investors with respect to such securities (as the general partner/Adviser can generally determine when a distribution occurs). To address conflicts associated with co-investments, the Advisers’ policies and procedures seek to provide that such decisions are made in the best interests of clients, including giving preference to existing clients over prospective clients and without consideration of the Advisers’ pecuniary, investment or other interests. Page | 59  Allocation of Fees and Expenses A conflict of interest will, from time to time, arise with respect to an Adviser’s determination of whether certain costs or expenses (or portions thereof) that are incurred are expenses for which a client Account is responsible, or are expenses that should be borne by one or more other Accounts or the Adviser or its affiliates. For example, an Adviser will have an incentive to allocate expenses to a client Account that does not pay incentive compensation and to classify expenses as borne by a client Account as opposed to the Adviser’s. This conflict of interest is diminished by the terms of the investment management agreement between the client and the Adviser, which generally states which fees and expenses may be charged to the Account versus paid for by the Adviser or its affiliates. In addition, the Advisers seek to allocate shared expenses in a fair and reasonable manner over time among clients in accordance with applicable agreements and policies and procedures. Nonetheless, because such allocations require judgments as to methodology that the Adviser makes in good faith but in its sole discretion, the portion of an expense that the Adviser allocates to a client Account will not necessarily reflect the relative benefit derived by that Account in each instance. Allocation of Adviser Resources The Advisers and their affiliates manage numerous funds and accounts. The Advisers’ services are not exclusive to any of their clients, and the Advisers do render similar or other services to other persons and entities. In order for an Adviser to adhere to applicable fiduciary obligations to its clients as well as to address and/or alleviate conflicts of interest or regulatory issues, it may not be possible or appropriate for an Adviser to allocate to a particular Account all of the resources that might be relevant to make particular investment decisions for such Account. These resource limitations could result in an Adviser making an investment or other decisions for a particular Account that are different from the decisions it would make if there were no limitations. Although an Adviser’s personnel will devote as much time to each investment as deemed appropriate, they may have conflicts in allocating their time and services among each investment and other clients advised by the Adviser or other Advisers. To the extent that an Adviser receives performance fees or incentive allocations from an Account or otherwise receives higher fees than it does with respect to other Accounts generally, the Adviser will have an economic incentive, even if the Adviser does not act on such incentive, to allocate additional resources or investment professionals to such Account and, to the extent such resources are limited, away from other Accounts. In practice, however, allocation of additional resources or investment professionals will generally be guided by the Advisers’ fiduciary duties to act in each Account’s best interests. See Item 6 (“Performance-Based Fees and Side-By-Side Management”) for more details on performance-based fees or incentive allocations. Gifts, Entertainment and Intangible and Other Benefits The Advisers and their personnel receive certain gifts, entertainment and intangible and/or other benefits arising or resulting from their activities on behalf of Accounts. For example, to the extent permitted by Franklin Templeton’s Gift & Entertainment Policy, the Advisers and their personnel and/or other affiliates will, in certain instances, receive meals, tickets to events (such as sports or the theatre), or similar benefits of reasonable value and discounts on products and services provided by broker-dealers or counterparties for the Accounts, service providers to the Accounts and/or companies in which their Accounts are invested, as applicable. In addition, airline travel or hotel stays incurred as fund or operating expenses (although these are typically Adviser expenses) sometimes result in “miles” or “points” or credit in loyalty/status programs. Such gifts, entertainment and other benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to the relevant Adviser and/or such personnel (and not the clients, investors and/or their investments). Conflicts Related to Valuation of Investments The Advisers will, from time to time, value securities or assets in Accounts or provide assistance in connection with such valuation, which at times creates an incentive to influence the valuation of Page | 60  certain investments. For example, an Adviser could be incentivized to employ valuation methodologies or take other actions that: (i) improve an Account’s track record, (ii) minimize losses from investments that have experienced a permanent impairment that must be returned prior to receiving performance-based or incentive fees or allocations or (iii) increase fees payable to the Adviser or its affiliates. Similarly, an Adviser will at times be incentivized to hold onto investments that have poor prospects for improvement in order to receive ongoing fees in the interim and, potentially, additional compensation (for example, performance-based fees or incentive allocations) if such asset’s value appreciates in the future. To address these conflicts of interest, the Advisers’ have implemented policies and procedures that are reasonably designed to determine the fair value of investments in good faith, without consideration of the Advisers’ pecuniary, investment or other interests and in accordance with applicable law. Additionally, the Advisers have established the Valuation Committee to oversee and administer the application of these policies and procedures to the Advisers' Accounts. Trading Restrictions and Other Restrictions on Investment Activity From time to time, the Advisers will be restricted from purchasing or selling, or will otherwise restrict or limit their advice, with respect to securities or other instruments on behalf of their clients. These restrictions may be the result of regulatory or legal requirements applicable to the Advisers, their affiliates or their clients, and/or internal policies, including those related to such regulatory and legal requirements. These restrictions may adversely impact the investment performance of client Accounts. For example, if the Advisers are provided with MNPI with respect to a potential portfolio company as described under the heading “Conflicts Related to Use of Information” above, restrictions or limitations on initiating or recommending certain types of transactions will apply. Accordingly, should an employee come into possession of MNPI with respect to an issuer, such employee, his or her employing Adviser, and any other Advisers (unless separated from the employee and the employee’s Adviser by an information barrier) generally will be prohibited from communicating such information to, or using such information for the benefit of, clients. This prohibition could limit the ability of clients to buy, sell or hold certain investments, thereby limiting the investment opportunities or exit strategies available to clients. Similarly, no employee who is aware of MNPI that relates to any other company or entity in circumstances in which such person is deemed to be an insider or is otherwise subject to restrictions under federal securities laws may buy or sell securities of that company or otherwise take advantage of, or pass on to others, such MNPI in violation of applicable law. An Adviser shall have no obligation or responsibility to disclose such information to, or use such information for the benefit of, any person (including Accounts that it advises). Moreover, the Advisers have implemented procedures, including information barriers in certain cases, that are designed to control the flow of and prohibit the misuse of such information by the Advisers, their employees and on behalf of Accounts. In other circumstances, the Advisers are limited by one or more restricted lists of securities and issuers that are subject to certain trading prohibitions due to the Advisers’ business activities (e.g., service on the board of the applicable company as an outside director by a Franklin Templeton or applicable Fund director, officer or employee) or other regulatory limitations (e.g., trading volume, ownership limitations). An Account will, in most circumstances, be unable to buy or sell certain securities until the restriction is lifted, which could disadvantage the Account. In addition, holdings in the securities or other instruments of an issuer by the Advisers will, in certain situations, affect the ability of an Account that it advises to make certain acquisitions of or enter into certain transactions with such issuer. Similarly, where the Advisers invest in securities issued by companies that operate in certain regulated industries or in certain emerging or international markets, or are subject to corporate or regulatory ownership restrictions, there may be limits on the aggregate amount that the Advisers can invest. For instance, the Advisers may be restricted from investing an amount that would require the grant of a license or other regulatory or corporate consent, or if doing so would violate the Advisers’ internal policies. As a result, an Adviser on behalf of its clients may limit purchases, sell existing investments, or otherwise restrict or limit the exercise of rights (including voting rights) when the Adviser, in its sole discretion, deems it appropriate in light of potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds or investment restrictions. Page | 61  In those circumstances where ownership thresholds or limitations must be observed, the Advisers seek to equitably allocate limited investment opportunities among their Accounts over time. If the Accounts’ holdings of an issuer exceed an applicable threshold and the Advisers are unable to obtain relief to enable the continued holding of such investments, it may be necessary to sell down these positions to meet the applicable limitations, possibly during deteriorating market conditions and/or at a loss to the client. Please see further discussion of allocation of investment opportunities under Item 12 (“Brokerage Practices”). Other ownership thresholds may trigger reporting requirements to governmental and regulatory authorities, and such reports may entail the disclosure of the identity of an Adviser’s client or its intended strategy with respect to such security or asset. Conflicts Related to Voting and Exercise of Proxies The Advisers generally manage proxy voting on behalf of their Accounts in accordance with their fiduciary obligations. Nonetheless, the Advisers will, from time to time, have conflicts with respect to the exercise of proxies, consents and similar rights. For example, the Advisers or their affiliates may receive service fees from companies whose management is soliciting proxies, or the Advisers may have business or personal relationships with participants in proxy contests, corporate directors or candidates for directorships. In addition, an Adviser will at times restrict or otherwise limit its governance or voting rights with respect to an Account’s investment in order to avoid certain regulatory consequences that could result in additional costs and disclosure obligations for, or impose restrictions on, the Adviser, its affiliates and/or other Accounts. This could have a negative impact on the clients whose voting rights are limited. Please refer to Item 17 (“Voting Client Securities”) for additional detail on the Advisers’ proxy voting policy. Conflicts Related to Investment in Select Third-Party Funds In selecting investments for the New Fund Model Portfolios, FAV has an incentive to recommend and give preference to Select Third-Party Funds because affiliates of the Select Third-Party Fund Manager provide sales and marketing support services with respect to the New Fund Model Portfolios in connection with the Model Program. FAV would indirectly benefit from sales and marketing services of the affiliates of the Select Third-Party Fund Manager to the extent that they lead to increased assets in the New Fund Model Portfolios, which in turn would lead to increased assets under management in Affiliated Funds that will comprise a significant portion of the New Fund Model Portfolio. FAV or its affiliates receive investment management fees and other asset-based compensation (including shareholding servicing and transfer agent services) from Affiliated Funds that increase when assets under management in Affiliated Funds grow. This conflict is mitigated by the 50% limit on the portion of each New Fund Model Portfolio that can be allocated to the Select Third-Party Funds at the time of each rebalance, and by FAV’s fiduciary duty to exercise due care and diligence in selecting investments for the New Fund Model Portfolios. FAV - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Cross Trading Note: The following description applies only to trading by legacy Putnam client accounts. Where legally permitted, we and the Putnam Advisers may seek to transfer a security from one legacy Putnam client to another legacy Putnam client or a client account managed by a Putnam Adviser directly through a “cross” trade, which can save commissions and other transaction costs for both clients. Cross trades could involve a potential conflict of interest if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay, or if cross trades result in more attractive investments being allocated to higher-fee or performance fee accounts. To mitigate these potential conflicts, we and the Putnam Advisers engage in cross trades only when the portfolio manager believes they would benefit each participating account. Cross trades typically involve the Putnam Funds and are typically carried out in accordance with the provisions of Rule 17a-7 under the Investment Company Act of 1940 (in addition to any other Page | 62  applicable law) at an independent current market price, and typically do not involve a commission or sales charge (although customary transaction fees such as custody charges may apply). To address the risk of inadvertent or prearranged cross trades involving fixed income securities with potentially limited trading markets and/or relatively few active dealers, we and the Putnam Advisers prohibit (on an automated basis to the extent practicable) the purchase by legacy Putnam client accounts of certain fixed income securities from a dealer on the same or two succeeding trading days following a sale of such securities by one or more legacy Putnam client accounts to that dealer. This prohibition does not apply to equity securities or to classes of fixed income securities that in our or the Putnam Advisers’ judgment are more liquid or less susceptible to inadvertent or disguised cross-trading. The prohibition also does not apply to certain creation or redemption orders placed for the Putnam fixed income exchange-traded funds. The classes of securities subject to this prohibition may be adjusted from time to time by the Chief Compliance Officer based on changes in this assessment. Repurchases that would be subject to this prohibition are eligible for approval by senior Fixed Income professionals or the Chief Compliance Officer if they meet certain specified exception criteria that are intended to require demonstration that the repurchase should not be viewed as an inadvertent cross trade. This prohibition may cause us to forego purchase opportunities that we may otherwise believe are attractive, even if an exception to the prohibition is potentially available, to defer a purchase until the prohibition period has elapsed or to attempt to purchase the applicable security from a different dealer at a higher (or lower) price than might have been available from the dealer to which the legacy Putnam client accounts had previously sold the security. Trade and Guideline Errors; Compliance Review Investment management is complex. On occasion, we may make an error in executing securities transactions or in complying with a client's guidelines – for example, by buying a position where we intended to sell it, or by purchasing an ineligible security for an account. Where a client suffers a loss and the Putnam Adviser believes the error is one for which we should make the client whole, we generally correct the error by placing the client account, to the extent practical, in the same position (net of any associated gains) as it would have been if there had been no error. Depending on the circumstances, and subject to applicable law and client agreements, we may take various steps, including cancelling the trade, correcting an allocation, or buying or selling a position, to achieve this result. We do not maintain an “error account” on our own books with respect to trades by legacy Putnam client accounts, so any relevant corrective trading is done in the client’s account. We generally notify separate account clients (or the relevant governance body in the case of Putnam-sponsored or Putnam-branded investment funds) of any material error correction that involves a guideline breach and/or reimbursement to the client, but the form and timing of this notification may differ based on the particular account and the facts and circumstances. While most errors are straightforward, and we routinely reimburse client accounts for most trade and guideline errors (to the extent they result in a loss) when they do arise, not all mistakes require compensation by Franklin Templeton. In some cases, a third party such as the broker on the trade may take responsibility for a particular error. In addition, in some cases, an element of subjective judgment is required to determine whether an error has taken place, whether it requires compensation, and how to calculate the loss involved. With the assistance of the Compliance Department and other relevant professionals, we carefully review errors to determine whether we have breached our standard of care and, if so, what compensation may be due. In cases where a correction of an error results in a net gain, the client retains that gain. Clients should also be aware that the need to review a guideline or relevant portfolio restriction (including an applicable law) carefully may in some cases create a potential opportunity cost. Franklin Templeton and its affiliates sometimes choose, as a prudential matter, to limit certain accounts from trading in a particular instrument while reviewing and interpreting relevant law or contractual limitations or, where necessary, notifying the client and, in certain cases, obtaining client consent, and this delay could cause some accounts to miss investment opportunities. In certain situations where we are unable to confirm with confidence that a particular account is permitted to invest in a particular opportunity, or where client notification or consent is needed, but cannot practically be arranged in a timely manner, we may be unable to proceed with the investment for that account, even if other Page | 63  clients do participate. Because any such delay or missed investment opportunity arises from the need to ensure guideline compliance, we do not regard these situations as errors. Item 12 Brokerage Practices BEST EXECUTION The Advisers have adopted policies and procedures that address best execution with respect to equity and fixed income investments and provide guidance on brokerage allocation. The policies and procedures are reasonably designed to ensure (i) that execution services meet the quality standards established by the Advisers’ trading teams and are consistent with established policies, (ii) the broadest flexibility in selecting which broker-dealers can provide best execution, (iii) evaluation of the execution capabilities of, and the quality of execution services received from, broker-dealers effecting portfolio transactions for the Advisers’ clients, and (iv) the identification and resolution of potential conflicts of interest. The policies and procedures for equity transactions outline the criteria that the trading team at each global location uses to determine which broker-dealer(s) have provided the highest quality execution services over a particular time period. These include a periodic review of brokerage allocations, the rationale for selecting certain broker-dealers, and a review of historical broker- dealer transactions to test application of the Advisers’ best execution procedures. While the Advisers generally seek competitive commission rates for equity transactions, they do not necessarily pay the lowest commission or commission equivalent; nor will they select broker- dealers solely on the basis of purported or posted commission rates or seek competitive bidding for the most favorable commission rate in advance. In an effort to maximize value for their clients, the Advisers will seek to obtain the best combination of low commission rates relative to the quality of execution and other brokerage services received. Transactions involving specialized services or expertise on the part of the broker-dealer may result in higher commissions or their equivalents. The policies and procedures for fixed income transactions reflect the same general fiduciary principles that are covered in the equity transaction policies and procedures, but also address the special considerations for executing transactions in fixed income securities. Since trading fixed income securities is fundamentally different from trading in equity securities in that the Advisers will generally deal directly with market makers, the Advisers consider different factors when assessing best execution. In these transactions, the Advisers typically effect trades on a net basis, and do not pay the market maker any commission, commission equivalent or markup/markdown other than the spread. The Advisers’ traders for both fixed income and equity investments are responsible for determining which qualified broker-dealers will provide best execution, taking into account the best combination of price and intermediary value given the client’s strategies and objectives. The Advisers may also engage in derivative transactions that are entered into under a negotiated agreement with a counterparty or futures commission merchant, including, but not limited to, swaps, futures, forwards and options. The agreements to trade these instruments must be in place prior to effecting a transaction. If the Advisers are unable to negotiate acceptable terms with a counterparty or are restricted from engaging certain counterparties for an Account, for example, based on an Adviser’s assessment of a counterparty’s creditworthiness and financial stability at any given time, the universe of counterparties that the Advisers can choose from will be limited and the standard for best execution may vary with the type of security or instrument involved in a particular transaction. The policies and procedures for equity and fixed income transactions also address the aggregation and allocation principles established by the Advisers for derivatives trading. BROKERAGE FOR CLIENT REFERRALS If consistent with their duty to seek best execution, the Advisers will, from time to time, use broker- dealers that refer account clients to the Advisers or an affiliate. To the extent that these referrals result in an increase in assets under management, the Advisers or their affiliates will likely benefit. Page | 64  Therefore, a potential conflict exists that an Adviser could have an incentive to select or recommend a broker-dealer based on its interest in receiving client referrals rather than obtaining best execution on behalf of its clients. In order to manage this potential conflict of interest, the Advisers do not enter into agreements with, or make commitments to, any broker-dealer that would bind the Advisers to compensate that broker-dealer through increased brokerage transactions for client referrals or sales efforts; nor will the Advisers use step-out transactions or similar arrangements to compensate selling brokers for their sales efforts. In addition, the U.S. Registered Funds have adopted procedures pursuant to Rule 12b-1(h) under the 1940 Act (“Prohibition on the Use of Brokerage Commissions to Finance Distribution”), which provide that neither such funds nor the fund’s Adviser may direct brokerage in recognition of the sale of fund shares. Consistent with those procedures, the Advisers do not consider the sale of mutual fund shares in selecting broker-dealers to execute portfolio transactions. However, whether or not a particular broker or dealer sells shares of the Advisers’ mutual funds neither qualifies nor disqualifies such broker or dealer to execute transactions for those mutual funds. POLICY ON USE OF CLIENT COMMISSIONS When appropriate under their discretionary authority and consistent with their duty to seek best execution, the Advisers or their related persons will, from time to time, direct brokerage transactions for Accounts to broker-dealers that provide the Advisers with research and/or brokerage products and services. The brokerage commissions from client transactions that are used to pay for research or brokerage services in addition to basic execution services are referred to here as “client commissions.” In the United States, broker-dealers typically bundle research with their trade execution services. The research provided can be either proprietary (created and provided by the executing broker- dealer, including tangible research products as well as access to analysts and traders) or third- party (created by a third party but provided by the executing broker-dealer). To the extent permitted by applicable law, the Advisers will, from time to time, use client commissions to obtain both proprietary and third-party research as well as certain brokerage products and services. The receipt of research in exchange for client commissions benefits the Advisers by allowing the Advisers to supplement their own research and analysis and also gain access to specialists from a variety of securities firms with expertise on certain companies, industries, areas of the economy, and market factors without the Advisers having to pay for such services and resources. The Advisers believe that this research provides an overall benefit to their clients. The Advisers become eligible for client commission credits by sending trades and paying trade commissions to broker-dealers (“Commission Sharing Agreement Broker-Dealers”) who both execute the trades and provide the Advisers with research and other brokerage products and services. These products and services come in a variety of forms including: (1) research reports generated by the broker-dealer, (2) conferences with representatives of issuers, and (3) client commission credits that can be used to obtain research reports or services from others. The portion of any trade commission on a particular trade attributable to the client commission research or other brokerage products and services cannot be identified at an individual account level. Listed in alphabetical order below are the 12 Commission Sharing Agreement Broker-Dealers from whom the Advisers, other than K2/D&S Management Co., L.L.C., and certain of their affiliates generated the most client commission credits. Additional Commission Sharing Agreement Broker- Dealers are also used to a lesser degree, and therefore the following list is subject to change periodically. This and the above information are intended to satisfy the alternative reporting option for Form 5500, Schedule C. • Bank of America/Merrill Lynch • Bernstein • Citigroup Global Markets Inc. • Goldman Sachs Instinet / Nomura • Page | 65  Jefferies & Company JP Morgan Securities Inc • Virtu Financial Inc • • • Liquidnet • Morgan Stanley& Co. • RBC Capital Markets • UBS AG Section 28(e) of the U.S. Securities Exchange Act of 1934 provides a safe harbor that allows an investment adviser to pay for research and brokerage services with the client commission dollars generated by account transactions. The Advisers currently acquire only the types of products or services that qualify for the safe harbor. Research and brokerage services acquired with client commissions permitted under the safe harbor include, but are not limited to: • • reports, statistical data, publications and other information on the economy, industries, sectors, individual companies or issuers, which may include research provided by proxy voting services; software and communications services related to the execution, clearing and settlement of securities transactions; software that provides analyses of securities portfolios; • • • • • statistical trade analysis; reports on legal developments affecting portfolio securities; registration fees for conferences and seminars; consultation with analysts, including research conference calls and access to financial models; investment risk analyses, including political and credit risk; investment risk measurement systems and software; analyses of corporate responsibility issues; and • • • • market data services, such as those which provide price quotes, last sale prices and trading volumes. Examples of specific products and services received within the last year include those provided by Bloomberg, Refinitiv, FactSet, MSCI/Barra and Standard and Poor. Services may also include access to information providers who are part of what may be referred to as an “expert network.” Firms providing such a service often facilitate consultations among researchers, investment professionals, and individuals with expertise in a particular field or industry, such as doctors, academics and consultants. Access to expert networks is particularly helpful in understanding sectors of the market that are highly complex or technical in nature. The Advisers have developed controls in support of existing policies and procedures governing the use of expert networks and the information they may provide to the Advisers. If a product or service used by the Advisers provides both research and non-research benefits, the Advisers will generally consider it as a mixed-use item and will pay for the non-research portion with cash from their own resources, rather than client commissions. The Advisers will then allocate the cost of the product between client commissions and cash according to their anticipated use. Although the allocation between client commissions and cash is not a precise calculation, the Advisers make a good faith effort to reasonably allocate such services, and maintain records detailing the mixed-use research, services and products received and the allocation between the research and non-research portions, including payments made by client commissions and cash. It is not ordinarily possible to place an exact dollar value on the special execution or on the research services the Advisers receive from dealers effecting transactions in portfolio securities. The Advisers will typically select a broker-dealer based on their assessment of the broker-dealer’s trade execution services and their belief that the research, information and other services the broker-dealer provides will benefit Accounts. As a result, broker-dealers selected by the Advisers will, from time to time, be paid a commission rate for effecting portfolio transactions for Accounts in excess of amounts other broker-dealers would have charged for effecting similar transactions if the Advisers determine that the commission is reasonable in relation to the value of the brokerage Page | 66  and/or research services provided, viewed either in terms of a particular transaction or the Advisers’ overall duty to their discretionary Accounts. While the Advisers may negotiate commission rates and prices with certain broker-dealers with the expectation that they will be providing brokerage or research services, the Advisers will not enter into any agreement or understanding with any broker-dealer that would obligate the Advisers to direct a specific amount of brokerage transactions or commissions in return for such services. Research services are one of the factors considered when determining the amount of commissions to be allocated to a specific broker-dealer. As a result, the Advisers will have an incentive to select or recommend a broker-dealer based on the Advisers’ interest in receiving research or other products or services, rather than on a client’s interest in receiving the most favorable commission rate. Certain broker-dealers state in advance the amount of brokerage commissions they require for particular services. If the Advisers do not meet the threshold for a desired product, they may either direct accumulated research commissions as part of a commission sharing agreement with an executing broker-dealer to pay the research provider or the Advisers may pay cash. The Advisers, to the extent consistent with best execution and applicable regulations, will, from time to time, direct trades to a broker-dealer with instructions to execute the transaction and have a third-party broker-dealer or research provider provide client commission products and/or services to the Advisers. This type of commission-sharing arrangement allows the Advisers to pay part of the commission on the trade to a broker-dealer that can provide better execution and the other part of the commission to another broker-dealer from which the Advisers receive research or other services. Some clients permit the Advisers to use Commission Sharing Agreement Broker-Dealers but prohibit the Advisers from using the commissions generated by their Accounts to acquire third-party and proprietary research services. While these clients may not experience lower transaction costs than other clients, they are likely to benefit from the research acquired using other clients’ commissions because most research services are available to all investment personnel, regardless of whether they work on Accounts that generate client commissions eligible for research acquisition. The Advisers do not seek to use research services obtained with client commissions solely for the specific Account that generated the client commissions and will, from time to time, share that research with the Advisers’ affiliates. As a result, the Advisers’ Accounts benefit from research services obtained with client commissions generated by client accounts of other advisers within Franklin Templeton. The Advisers do not attempt to allocate the relative costs or benefits of research among Accounts because they believe that, in the aggregate, the research they receive assists the Advisers in fulfilling their overall duty to all clients. In the case of Accounts that are covered by the European Union’s and UK equivalent Markets in Financial Instruments Directive (“MiFID II”), Franklin Templeton currently pays for third-party investment research out of its own resources but may be subject to change based on market practice. To the extent these Accounts’ orders are aggregated with the orders of clients whose commissions pay for research, clients participating in such aggregated orders may not pay a pro rata share of all costs (i.e., research payments) associated with such orders, and these Accounts and other non-research paying clients may realize the price and execution benefits of the aggregated order while benefiting from the research acquired by Franklin Templeton, although all clients will pay the same average security price and execution costs. AGGREGATION AND ALLOCATION OF TRADES Generally, all same day client trades in the same security for Accounts under the management of an Adviser’s portfolio management team will be aggregated in a single order (sometimes called “block trading”) unless aggregation is inefficient or is restricted by client direction, type of Account or other limitation. All Accounts that participate in a block transaction will participate on a pro rata, relative order size, percentage, or other objective basis. Notwithstanding the foregoing, trades for most ETFs are not aggregated as part of a block transaction with non-ETF Accounts; however, trades for an ETF may be blocked with trades for other ETFs. Potential conflicts of interest exist with respect to Page | 67  the aggregation and allocation of client transactions. For example, the Advisers could be viewed as allocating securities that they anticipate will increase in value to certain favored clients, especially those that pay a performance-based fee. Please see Item 6 (“Performance- Based Fees and Side- By-Side Management”) for additional information. Certain Advisers serve as sub-adviser to various Sub-Advised Accounts, some of which have an investment goal and strategy similar to that of other types of client Accounts for which such Advisers serve as investment adviser. Even when there is similarity in investment goal and strategy, investment performance and portfolio holdings may vary between these Accounts, potentially significantly, as a result of, among other things, differences in: (i) inception dates, (ii) cash flows, (iii) asset allocation, (iv) security selection, (v) liquidity, (vi) income distribution or income retention, (vii) fees, (viii) fair value pricing procedures, (ix) diversification methodology, (x) use of different foreign exchange rates, (xi) use of different pricing vendors, (xii) ability to access certain markets due to country registration requirements, (xiii) legal restrictions or custodial issues, (xiv) legacy holdings in the Account, (xv) availability of applicable trading agreements such as ISDAs, futures agreements or other trading documentation, (xvi) restrictions placed on the Account (including country, industry or environmental and social governance restrictions) and (xvii) other operational issues that impact the ability of an Account to trade in certain instruments or markets. There are instances where purchase or sale orders, or both, are placed simultaneously on behalf of the Advisers’ Accounts and by accounts advised by other Advisers or the Advisers’ affiliates. In these instances, the Advisers will aggregate the purchase or sale order in a block trade for execution in accordance with established procedures. Generally, for each participating account, the block transactions are averaged as to price and allocated as to amount in accordance with daily purchase or sale orders actually placed for the account. Orders may be aggregated to facilitate best execution, as well as to aid in negotiating more favorable brokerage commissions beneficial to all accounts. As noted above, most ETF trades are not aggregated as part of a block transaction with non-ETF Accounts, and therefore may pay different prices than Accounts in the block trade. The adviser determines it to be appropriate, trades for an ETF may be blocked with trades for other ETFs, in which case the ETFs will generally share the same average price. Most ETF trades are market-on- close orders and should generally receive the same price as other ETFs also placing market-on- close orders in markets with proper mechanisms in place to process such orders. In markets where such mechanisms do not exist, the Advisers seek to have the executing broker(s) place the trades as near to the close of the trading day as reasonably practicable, but the Advisers cannot guarantee the actual trade price will equal the market close price and they could be less favorable. The Advisers will, from time to time, also aggregate orders for clients that permit commission sharing agreements with clients that do not permit such arrangements. In these cases, the Advisers aggregate the orders to obtain best execution and do not seek a research credit for the portion of the trade that is executed for clients that do not permit such arrangements. As noted above, such circumstances may result in the non-research-paying clients (including those covered by MiFID II) realizing the price and execution benefits of the aggregated order while benefiting from the research acquired by Franklin Templeton. Generally, with the exception of those Accounts that are subject to MiFID II, all Accounts whose trades are aggregated will pay the same commission levels. From time to time, aggregation will not be possible because a security or other instrument is thinly traded or otherwise not able to be aggregated and allocated among all clients seeking the investment opportunity, and clients may be limited in, or precluded from, participating in an aggregated trade. Also, an issuer in which clients wish to invest may have threshold limitations on aggregate ownership interests arising from legal or regulatory requirements or company ownership restrictions (e.g., poison pills or other restrictions in organizational documents), which may have the effect of limiting the potential size of the investment opportunity and thus the ability of clients to participate in the opportunity. In making allocations of fixed income and other limited investment opportunities, the Advisers must address specific considerations. For example, the Advisers may not be able to acquire the same security at the same time for more than one Account, may not be able to acquire the amount of the security to meet the desired allocation amounts for each Account, or, alternatively, in order to meet the desired allocation amount for each Account, the Advisers may be required to pay a higher price Page | 68  or obtain a lower yield for the security. As a result, the Advisers will take into consideration one or more factors in making such allocations as part of their standard methodology, including, but not limited to: Investment objectives “Round Lot” limitations when placing orders • • Relative cash position of Accounts • Client tax status • Regulatory restrictions • • Emphasis or focus of particular Accounts • Risk position of the Accounts • Specific overriding client instructions • Existing portfolio composition and applicable industry, sector, or capitalization weightings • Client sensitivity to turnover • Stage in the life cycle of the investment opportunity • Structure of the investment opportunity While pro rata allocation by order size is the most common form of allocation, to help ensure that the Advisers’ clients have fair access to trading opportunities over time, certain trades will be placed by an alternative standard allocation or an objective methodology other than the standard methodology. Other objective methodologies are permissible provided they are employed with general consistency, operate fairly and are properly documented. In situations where orders cannot be aggregated, greater transaction costs may result, and prices may vary among Accounts. See “Client-Directed Brokerage Transactions” below. In addition, certain non-U.S. markets require trades to be executed on an account-by-account basis. As portfolio transactions in such markets cannot be block traded, prices may vary among Accounts. CLIENT-DIRECTED BROKERAGE TRANSACTIONS The Advisers do not routinely recommend, request or require that a client direct trading orders to any specific broker-dealer. However, the Advisers will, in certain circumstances, accommodate special requests from a client directing the Advisers to use a particular broker-dealer to execute portfolio transactions for its Account. This may include the use of expense reimbursement and commission recapture arrangements, where certain broker-dealers rebate a portion of an Account’s brokerage commissions (or spreads on fixed income or principal trades) directly to the client’s Account or apply the amount against an Account’s expenses. Clients may also ask the Advisers to seek reduced brokerage commissions with some or all broker-dealers used to execute their trades. Specific client instructions on the use of a particular broker-dealer limit an Adviser’s discretionary authority, and the Adviser may not be in a position to freely negotiate commission rates or spreads or select broker-dealers on the basis of best price and execution. In addition, transactions for a client that directs brokerage may not be combined or blocked with orders for the same securities for other Accounts managed by the Advisers. These trades will generally be placed at the end of block trading activity for a particular security and executed after discretionary trades. Accordingly, client-directed transactions are vulnerable to price movements, particularly in volatile markets, that may result in the client receiving a price that is less favorable than the price obtained for the block order. Under these circumstances, the client may be subject to higher commissions, greater spreads, or less favorable net prices than might be the case if the Advisers had the authority to negotiate commission rates or spreads, or to select broker-dealers based solely on best execution considerations. Therefore, where a client directs an Adviser to use a particular broker-dealer to execute trades or imposes limits on the terms under which such Adviser may engage a particular broker-dealer, such Adviser will not, in certain circumstances, be able to obtain best execution for such client-directed trades. FOREIGN EXCHANGE TRANSACTIONS Some clients require transactions in currencies other than their base currency to permit the purchase or sale of non-U.S. securities, to repatriate the proceeds of such trades (as well as related dividends, interest payments or tax reclaims) and to convert cash inflows back to their base Page | 69  currency. Typically, these foreign exchange (“FX”) transactions will be conducted either by the client’s custodian bank as part of the FX transaction services offered to its custody clients, or by the client’s investment adviser through a third-party broker. In some cases, a client may require that its custodian bank execute all FX transactions for its Account, or particular markets (or certain instruments in particular markets) may be restricted such that FX transactions in those currencies can only be executed by the client’s custodian bank. Generally, FX transactions related to portfolio trades in unrestricted markets are performed by the Advisers for their clients. FX transactions related to portfolio trades in restricted markets, and for income repatriation, are generally the responsibility of the respective client’s custodian bank. For certain Accounts, the Advisers will be responsible for the repatriation of income (including, for some of these Accounts, the decision whether to repatriate the income or leave it in local currency based on investment outlook) and for arranging FX transactions in one or more restricted markets. The Advisers will typically perform the income repatriation for these Accounts in unrestricted markets and the client’s custodian bank will generally carry out FX transactions and repatriation (through a sub-custodian bank domiciled in the foreign country) in restricted markets. The Advisers do not have the ability to control any FX transactions performed by the client’s custodian bank and assume no responsibility for the execution or oversight of FX transactions conducted by the client’s custodian bank. Whether a market is considered to be restricted will depend on a number of factors, including, but not limited to, country-specific statutory requirements, structural risks, and operational issues. Whether a market is restricted or unrestricted can also change over time and varies depending on the type of transaction. Accordingly, the Advisers will consult from time to time with third parties, including broker-dealers and custodians, to determine, in good faith, whether a market is considered restricted. For certain Funds, including U.S. Registered Funds, where the custodian is appointed by the Fund, the applicable Adviser reviews FX activity performed by the custodian. In its review, the Adviser may rely on information provided by a third-party industry vendor. Typically, the analysis is carried out on a post-trade basis only and seeks to focus on trends over a period of time as an indicator of FX execution quality, rather than on individual transactions in a Fund’s portfolio. However, with respect to Accounts for which FX transactions are performed by the client’s custodian bank, the applicable Adviser does not monitor the execution quality of the FX transactions performed by the client’s custodian bank. In exceptional circumstances, an Adviser will agree with a client to monitor certain FX activity performed by the client’s custodian bank for that Account. In doing so, the Adviser may rely on information provided by a third party. SMA PROGRAM BROKERAGE TRANSACTIONS BEST EXECUTION FAV has been engaged to provide discretionary and non-discretionary sub-advisory investment management services to the SMA Contracting Adviser through SMA Programs. Generally, the all- inclusive wrap fee charged to clients by the Sponsor of the SMA Program (usually a broker-dealer, bank or other financial institution) covers execution charges only when transactions are executed through the Sponsor. With respect to transactions with broker-dealers other than the Sponsor, clients will also be responsible for any and all commissions, commission equivalents, markup/markdown charges, and fees charged by the executing broker-dealer, as well as any trade away fees charged by the Sponsor, in addition to the SMA Program wrap fee. Commissions, commission equivalents, markup/markdown charges, and other fees charged by an executing broker-dealer other than the Sponsor are typically reflected in the total net price for the SMA trade (as opposed to broken out separately for non-SMA orders) to provide a means to compensate the broker-dealer for its services in executing the trade. In this circumstance, these other fees are not separately identified on the trade confirmations the client, or the Sponsor receives. Page | 70  Where FAV has responsibility to execute trades, Franklin Templeton trading personnel consider these SMA arrangements when attempting to secure the best combination of price and intermediary value given the strategies and objectives of the client. This process can be highly subjective because of the inherent difficulties in measuring and assessing execution quality and best execution, especially in SMA Programs. As a result, FAV will, in certain circumstances, only be able to assess patterns of execution quality by evaluating the trading process and trade data over a period of time, rather than on a trade-by-trade basis, which could lead to disparities between execution price and/or quality relative to other accounts managed by FAV or its affiliates. AGGREGATION AND ALLOCATION OF TRADES FOR SMA PROGRAMS With respect to certain SMA Programs with a fixed income strategy, more typically in FAV- implemented municipal strategies, the relevant trading personnel will, in certain circumstances, determine that best execution under the circumstances, favors placing trades through broker- dealers other than the Sponsor, despite the wrap fee only covering execution charges through the Sponsor. In this case, orders for trades executed through broker-dealers other than the Sponsor may be aggregated or blocked for execution in accordance with established procedures. Generally, for each Account, such aggregated transactions are and according to methodologies that take into account, among other possible factors, the date upon which the account was determined to need investment action, liquidity and/or appropriate lot size. However, as discussed above, in such cases clients are generally responsible for, in addition to the SMA Program wrap fee charged to clients by the Sponsor, any and all commissions, commission equivalents, markup/markdown charges, trade away fees and other fees on such trades, whether broken out separately or reflected in the total net price for the trade. Where SMA Program transactions are executed through the Sponsor, such transactions will not be aggregated for execution purposes with orders for the same securities for other accounts managed by the Advisers or their affiliates through other broker-dealers. As discussed above, this method will typically be used where trading personnel determine that it is likely to produce the best execution under the circumstances for the broadest segment of clients, typically measured by assets and/or number of accounts. In these circumstances, it is possible that transactions executed through the Sponsor will be subject to price movements (particularly for large orders or orders in more thinly traded securities) that can result in clients receiving a price that is less (or more) favorable than the price obtained for orders placed without regard to the SMA arrangements or restrictions. COMMUNICATION OF TRADE INSTRUCTIONS AND RECOMMENDATIONS Where FAV provides non-discretionary investment services to a UMA program, such as model portfolios and periodic updates to models, and communicates related recommendations on a simultaneous basis, the UMA Sponsor or its appointed overlay manager is responsible for determining trading activity and completing trades for client accounts. In certain cases, implementation practices of such parties (e.g., accepting instructions or recommendations only once daily or only during particular times of the day) or other operational matters may delay the communication of investment instructions or recommendations. Similarly, required portfolio implementation work may delay communication of trade orders to a program’s designated broker for execution. Due to such potential delays, trades by the UMA Sponsor or its appointed overlay manager could take place contemporaneously or after investment advisory decisions and/or trades are made for similarly situated accounts of FAV and/or its affiliates. As a result, prices would vary among client Accounts, and the first Accounts to trade, including clients in SMA Programs, will, in some cases, receive more or less favorable prices than later-traded Accounts. With respect to SMA Programs employing a taxable fixed income strategy, trades will typically be placed according to an alternating sequence or rotation system (e.g., sequential or random determination of order placement/order execution on the order date) due to the nature of the type of securities involved. This rotation system is intended to provide all clients with fair and equitable access to trading opportunities over time. Notwithstanding the foregoing, under certain circumstances, departures from the rotation system will occur due to one or more specified factors. Moreover, the ability to seek best execution in certain investment strategies (e.g., fixed-income bond strategies) may not be reasonably compatible with the rotation system. In these circumstances, FAV may seek to aggregate trades among applicable Accounts in accordance with Page | 71  its procedures, taking into account relevant considerations. Departures from the rotation system, however, could result in the Accounts departing from the rotation receiving prices that are more or less favorable than if the rotation was followed. FAV’s Brokerage Practices pertaining to Legacy Putnam Accounts We place orders for the purchase and sale of portfolio investments for legacy Putnam client accounts through a substantial number of brokers and dealers. In seeking the best execution reasonably available under the circumstances, and having in mind its clients' best interests, we select broker-dealers to execute trades considering all factors we believe to be relevant. These can include factors such as:  transaction price  the size and type of the transaction  the nature of the market for the security or other investment  the amount of the commission  research and brokerage products and services provided by a broker-dealer the timing of the transaction (taking into account market prices and trends, the reputation, experience and financial stability of the broker-dealer involved)  the benefit of any capital committed by a broker or dealer to facilitate the efficient execution of the transaction, and  the quality of service rendered by the broker-dealer in other transactions. We do not execute portfolio transactions for client accounts with any “affiliated” broker-dealers (as defined under relevant securities laws). For more information, see “Conflicts of Interest” in Item 10. Transactions on global stock exchanges, commodities markets and futures markets and other agency transactions involve the payment of negotiated brokerage commissions. Commissions vary among different brokers and different trading platforms. A particular broker may charge different commissions according to factors such as the difficulty and size of the transaction and the trading venue. Although client accounts do not typically pay commissions for principal transactions in the over-the-counter markets, including the markets for most fixed income securities and some derivatives, an undisclosed amount of profit or “mark-up” is included in the price the client pays. In underwritten offerings, the price paid by the client includes a disclosed, fixed commission or discount retained by the underwriter or dealer. Where practicable, we place orders to purchase and sell securities on an aggregated basis for all legacy Putnam clients, including clients of the Putnam Advisers. Client account trades may also be aggregated with trades for Franklin Templeton affiliated accounts on terms no less advantageous than those of the affiliated accounts or other clients. Putnam accounts may pay a “bundled” or “full service” rate. We may aggregate trades with other legacy Putnam or Putnam Adviser accounts that pay a bundled rate so long as all participating accounts pay the same execution rate. Fixed Income Allocation Policies Our fixed income allocation procedures for legacy Putnam client accounts are designed to ensure fairness and objectivity across all funds and accounts while recognizing differences in objectives, sector target weights, cash flows, and investment guidelines. The allocation procedures generally require legacy Putnam clients within an “investment mandate” (consisting only of legacy Putnam client accounts) to receive ratable allocations, based on their respective assets, of securities in each trade in which those accounts participate, taking into consideration the accounts’ respective investment objectives, sector target weights, benchmarks, risk profiles, guideline restrictions, current holdings, sizes and cash flows. Accounts or dedicated portions of accounts with broadly similar investment objectives, sector target weights, policies, risk profiles and benchmarks are grouped together as having the same investment mandate. A mandate may consist of only one account. Typically, the portfolio managers for the accounts comprising an investment mandate will determine a target weight for a security or sector to be Page | 72  purchased or sold, meaning that the managers determine a percentage of the accounts’ assets that the security or sector should represent. Target weights for a particular security or sector may be set for more than one investment mandate. If the target weight for a security exceeds the amount of the security available for purchase, the amount purchased will normally be allocated pro rata among the participating accounts, regardless of which investment mandate the accounts are in, based on the accounts’ respective target weights. Where the portfolio managers are unable to sell sufficient amounts of a security to achieve the target weight, pro-ration across participating investment mandates, and among the accounts in an investment mandate, will be effected in a similar fashion. For investment mandates that invest in private mortgage loans, which are generally purchased as “whole loans,” loans are allocated pro rata to target based on the unpaid principal balance of all whole loans across the mandates taking into consideration the characteristics of each whole loan, including relevant financial and credit data about the loan and the borrower. Under this allocation process, each loan is allocated only to one client. Whole loan allocations may also take into consideration distance from the target, along with the applicability of the loan type to each mandate. Target weights for a security or sector may vary from mandate to mandate and allocations will normally reflect these varying target weights and any client limitations and guidelines. Participating accounts that have a specialized investment strategy may be given priority in the allocation process, which is reflected in their target weights, with respect to some securities that are included in their investment mandate. Tactical (or opportunistic) trades, which result from the identification of an attractive bid or offer, are allocated pro rata based on assets (for purchases) and pro rata based on holdings (for sales) across appropriate portfolios, rather than to a specific target weight. There may be times when some accounts do not participate in trades due to guideline constraints, account or transaction size, risk tolerance, or cash flow considerations. A portfolio manager may allocate a security only to clients in one investment mandate if the portfolio manager believes that, as an investment matter, the security should only be allocated to clients in that mandate. In addition, if the allocation process results in a very small allocation (generally less than $5,000 par) to one or more accounts, in order to save administrative expense and avoid charges for tiny positions, these small amounts can be reallocated to other clients. Putnam’s Compliance Department monitors trading activity for client accounts for consistency with Putnam’s allocation procedures. Derivative instruments and their underlying securities may be used to manage target weights for portfolio characteristics such as duration, for hedging strategies, as a substitute for cash investments, or for other investment purposes. Any of the foregoing procedures could in some circumstances adversely affect the price we pay or receive or the size of the position we purchase or sell (including prohibiting us from purchasing a position) or may limit the rights that we may exercise with respect to an investment. Foreign Currency Transactions Legacy Putnam client accounts that invest outside their base currency (such as U.S. client accounts that invest outside the U.S.) typically require the execution of foreign currency exchange (FX) transactions. In some cases, where two legacy Putnam client accounts have matching currency needs (for example, one client must purchase $10 million in Euro, and another must sell $15 million in Euro) and the other details of the required trades match, we will execute a net transaction by submitting only one order (to sell $5 million in Euro) to the relevant broker-dealer. Net transactions of this type do not constitute a cross-trade as described in Item 11. We execute most material FX transactions for legacy Putnam clients, including trades required to complete security purchases and sales as well as standalone FX trades, with third party brokers through its currency desk. These trades are subject to our best execution policies, which are described in this Item 12. In some circumstances described below, we do not perform FX trading for legacy Putnam clients due to practical and legal impediments. First, local currency controls or other regulations in some countries, primarily in emerging markets, permit only a locally licensed firm such as a local sub-custodial bank to execute FX transactions, or otherwise make it impracticable for us to execute FX transactions. In these countries, we do not provide FX trading Page | 73  of any kind. Instead, the client’s custodial bank (through a sub-custodial affiliate or third-party sub- custodian) generally executes the necessary FX transactions. A current list of these countries is available from us on client request. Second, for operational and administrative reasons, we will direct a legacy Putnam client’s custodian bank to repatriate all non-U.S. dollar portfolio income (such as dividends or bond interest payments), regardless of the country or market of origin, to the operating currency of the account. Income transactions are typically not material to a client account, and these transactions may as a general matter benefit from aggregation with other small transactions by a custodial bank. In each of these cases, because the counterparty executing FX trades is the client’s custodian, the client generally negotiates fees/commission rates on transactions executed by such custodian, and, unless otherwise discussed and agreed with the client, we do not evaluate the FX execution services provided by the custodian to its client. Clients interested in more information on FX execution should speak with their Franklin Templeton client service manager. Currency Allocation Policies To ensure that all legacy Putnam client accounts with an active currency management strategy are treated fairly, all trades that share a common currency and direction are traded as a block regardless of account strategy or base currency of the account. Typically, allocations are based on the initial client order. A general exception to block trading occurs in the instance of particular accounts that have restrictions in place limiting trading activity to specific counterparties. In general, the largest trading block, which is comprised of accounts with no counterparty restrictions, is traded first. Smaller blocks, which are comprised of accounts that cannot trade with the large block counterparty but are allowed to trade with multiple counterparties, are traded second. The final accounts to be traded are those restricted to a single counterparty. These single counterparty accounts are rotated in order of execution on a reasonable effort’s basis. Futures and Swaps -- Allocation Policies Under CFTC rules, we maintain procedures and policies on allocation of bunched orders on behalf of legacy Putnam clients for futures and swaps subject to the CFTC’s jurisdiction (which include certain swaps, options and foreign exchange forwards). When we wish to place parallel orders for futures or swaps transactions for multiple legacy Putnam clients, we normally submit combined or “bunched” orders instead of separate orders on behalf of each client. Doing so generally increases the efficiency and timeliness of order placement, thereby facilitating best execution. Our procedures are designed to ensure that no eligible client account is favored over any other client. We allocate any purchases or sales in a bunched order on behalf of legacy Putnam clients on a pro-rata basis based on order size to the client accounts in proportion to the size of the order placed for each account. If more than one execution is required, it may be possible to average price the fills. If the fills are average priced, each account participating in the order will receive the same price for the day. If it is not possible to average price, Putnam allocates the fills pro-rata to ensure equitable distribution of prices. Except in limited cases, trades are allocated at the time of execution. We submit the specific allocation to the futures commission merchant clearing trades (or the counterparty, or swap execution facility, as applicable) by the end of the day or as otherwise required by CFTC rules. In accordance with applicable CFTC regulations permitting post execution notification to the futures commission merchant or trade counterparty of allocation of bunched orders, legacy Putnam clients whose accounts use futures or swaps are entitled to review the general nature of the allocation methodology, whether any interested accounts are included in such orders, and summary or composite data to compare a client’s results on bunched order transactions with those of other clients participating in such transactions. This information is available to clients upon request. Item 13 Review of Accounts The Advisers manage investment portfolios for each of their clients. Generally, the portfolios under an Adviser’s management are reviewed by one or more portfolio managers who are responsible to their respective Chief Investment Officer (or other, similar senior investment professional), either directly or indirectly. Such review may be made with respect to an Adviser’s clients’ investment Page | 74  objectives and policies, limitations on the types of instruments in which each of its clients may invest and concentration of investments in particular industries or types of issues. There is no general rule regarding the number of Accounts assigned to a portfolio manager. The frequency, depth, and nature of Account reviews are often determined by negotiation with individual clients pursuant to the terms of each client’s investment management agreement or by the mandate selected by the client and the particular needs of each client. Written reports of portfolio breakdown, transactions and performance are typically provided to clients no less frequently than quarterly. Additional trade reports may be available upon request. Item 14 Client Referrals and Other Compensation The Advisers or a related person, from time to time, enter into referral fee arrangements to compensate affiliated and non-affiliated persons for referring or otherwise recommending its investment advisory services to potential clients. To the extent required, such arrangements would be governed by the policy on the use of solicitors and client referrals adopted by the Advisers and entered into in accordance with Rule 206(4)-1 under the Advisers Act and other applicable law. The compensation paid may consist of a cash payment computed as a flat fee; a percentage of an Adviser’s (or an affiliate’s) advisory fee, performance fee or carried interest; or some other method of computation agreed upon between the parties. For some Accounts, primarily certain Private Funds, a third-party distributor will be compensated by way of a retrocession that is specified in the applicable selling or referral agreement. Retrocession is a term used to describe an on-going fee payable by the Adviser to the third-party distributor so long as such assets placed by the third-party distributor remain invested in the Account. To the extent allowed under applicable law, the Advisers’ Code of Ethics and the policies and procedures (including the Anti-Corruption Policy) of the Advisers, their affiliates, and/or a particular broker-dealer, the Advisers or a related person will, from time to time, (i) pay broker-dealer sponsors for training seminars, conferences and other educational events, (ii) pay travel and lodging expenses relating to financial advisers’ attendance at an Adviser’s due diligence meetings, (iii) give certain business-related gifts or gratuities and/or pay reasonable expenses relating to meals and/or entertainment for financial advisers, and (iv) make a contribution in connection with a charitable event or to a charitable organization sponsored, organized or supported by a broker-dealer or its representatives, on behalf of such broker-dealer or its representatives, or to which such broker-dealer or its affiliates provides professional services. With respect to certain Advisers that serve SMA Program clients, such Advisers receive fees, directly or indirectly, from the sponsor of the SMA Program for all services rendered by such Advisers to the SMA Program clients including, on occasion, out of the sponsor’s own resources. As such, these Advisers may be considered to receive cash compensation from a non-client in connection with giving advice to SMA Program clients. Similarly, in certain cases where an Adviser serves as a sub-adviser, the Adviser will, from time to time, receive advisory fees from the primary investment manager rather than directly from the investment advisory client. In certain arrangements, including in model delivery programs offered by Sponsors of SMA Programs, the applicable Adviser or its affiliate pays the Sponsor or its affiliate various fees in connection with the model delivery program, such as model set up, onboarding and maintenance fees, tax-related analysis fees and data analytics fees allowing for the delivery of the model portfolio on the Sponsor’s platform. For details regarding economic benefits provided to the Advisers by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) above. Item 15 Custody For certain Separate Account clients that retain FTCI to act as custodian for the Accounts and/or authorize an Adviser to receive its advisory fees out of the assets in such clients’ Accounts by sending invoices to the respective custodians of those Accounts, the Adviser will be deemed by the SEC to have custody of the assets in those Accounts. As a result, such clients, where required, will receive account statements directly from FTCI or their third-party custodians, as applicable, for the Accounts, which should be carefully reviewed. In addition to account statements delivered by these custodians, the applicable Adviser may provide such clients with separate reports or account Page | 75  statements containing information about the Accounts. Clients should compare these carefully to the account statements received from the custodian and report any discrepancies to their Adviser and custodian immediately. An Adviser, if it advises Private Funds, will also be deemed to have custody of the assets of certain Private Funds for which it or its related person serves as general partner (or in a comparable position for other types of pooled investment vehicles). Investors in these pooled investment vehicles that receive the fund’s annual audited financial statements in accordance with the Advisers Act should review these statements carefully and should contact their Adviser immediately if they do not receive audited financial statements in a timely manner. To the extent that a pooled investment vehicle for which an Adviser or its related person serves as general partner (or in a comparable position) does not provide investors with its annual audited financial statements as described above, such fund’s custodian will deliver to the investor a quarterly statement as required under the Advisers Act, which should be carefully reviewed by the investor, and the pooled investment vehicle will be subject to an independent examination in accordance with the Advisers Act. Item 16 Investment Discretion Generally, the Advisers have discretionary authority to supervise and direct the investment of the assets under their management, without obtaining prior specific client consent for each transaction. This investment discretion is granted by written authority of the client in the investment management agreement between the client and an Adviser and is subject to such limitations as a client may impose by notice in writing and as agreed to by the Adviser. To the extent an Adviser has discretionary authority over assets of a Sub-Advised Account, such authority is granted in an advisory agreement between the Adviser and the Sub-Advised Account and/or the manager of such Sub-Advised Account. Under their discretionary authority, the Advisers will generally make the following determinations in accordance with the investment management agreement, the client’s investment restrictions, the Advisers’ internal policies, commercial practice, and applicable law, without prior consultation or consent before a transaction is effected: The total amount of securities or other instruments to buy or sell; The broker-dealer or counterparty used to buy or sell securities or other instruments; and/or The prices and commission rates at which transactions are effected. • Which securities or other instruments to buy or sell; • • • When an Adviser believes engagement will be beneficial, it may, in the Adviser’s sole discretion unless otherwise agreed, submit a shareholder proposal to, or otherwise actively engage with, the issuer of securities held in one or more Accounts. An Adviser may also delegate its discretionary authority to a sub-adviser where the Adviser believes, in its sole discretion, that such delegation would be beneficial unless it is prohibited under the investment management agreement or under applicable law. The Advisers will consider a variety of factors including, but not limited to, costs when considering whether to engage in such activities. The Advisers may, in an Adviser’s sole discretion, accept the initial funding of an Account with one or more securities in-kind. Subject to the terms of the investment management agreement and applicable law, the Advisers will use good faith efforts to liquidate any such securities that the Advisers do not elect to keep as part of such Account and shall not be liable for any investment losses or market risk associated with such liquidation. LIMITATIONS ON DISCRETION Certain Advisers provide non-discretionary services to Accounts, pursuant to which the Advisers provide a client with research, model portfolios or advice with respect to purchasing, selling, or holding, particular investments. Accounts for which the Advisers do not have investment discretion may or may not include the authority to trade for the Account and are subject to any additional limitations that are imposed by a client in writing. For certain Accounts where the Advisers do not have investment discretion or trading authority, a conflict of interest will exist for the Advisers to delay a recommendation to buy or sell if the Advisers believe that the execution of such Page | 76  recommendation could have a material impact on pending trades for Accounts for which the Advisers hold investment discretion. Conversely, trades may be executed for discretionary clients in advance of executions for non-discretionary clients, potentially disadvantaging the non- discretionary clients where there is a timing difference related to the provision of advice to a non- discretionary client for consideration and that client’s determination of whether or not to act on the advice. The Advisers may, in an Adviser’s sole discretion, accept one or more categories of investment restrictions requested in writing by clients. In the case of investment restrictions based on social, environmental or other criteria, unless otherwise agreed to with a client, the Advisers’ compliance with such restrictions will be based on good faith efforts and can be satisfied by using either a third- party service to screen issuers against such restrictions, or a combination of other market data services (such as Bloomberg and FactSet) and internal research. The investment guidelines applicable to an Account are typically based on the Account being fully funded. During funding or transition phases, or where there are unusual market conditions, an Adviser’s inability to comply with restrictions related to holding limitations, sector allocations and similar restrictions shall not, unless otherwise agreed with a client, be considered a breach of the investment management agreement between such Adviser and its client. Moreover, investment restrictions are looked to at the time of investment unless otherwise agreed with the client in writing, and variances to the investment guidelines such as market movements (including exchange rates), the exercise of subscription rights, late settlement as a result of custodial action or inaction, a material increase or reduction in assets due to contributions or withdrawals by the client, or a change in the nature of an investment are generally not considered to be a breach of the investment management agreement unless specifically agreed to in writing. SWEEP VEHICLES Generally, uninvested cash held in an Account will be automatically moved or “swept” temporarily by the client’s custodian into one or more money market mutual funds or other short-term investment vehicles offered by such custodian. Sweep arrangements are typically made between the client and the client’s custodian, and the client is responsible for selecting the sweep vehicle. The Advisers’ sole responsibility in this regard, unless specifically directed otherwise in the client’s investment management agreement or by separate agreement, is to issue standing instructions to the custodian to automatically sweep excess cash in the Account into the sweep vehicle. In circumstances where the client has not made prior arrangements with its custodian, the Advisers upon the client’s request, may consult with the client to discuss a sweep vehicle from those made available by the client’s custodian; however, the client will ultimately be the one responsible for selecting the desired sweep vehicle. In exceptional circumstances, the Advisers will agree to select the appropriate sweep vehicle from those made available by the custodian at the client’s request. However, the Advisers do not actively manage the residual cash in Accounts and will not be responsible for monitoring the sweep vehicle into which such residual cash is swept. Whether sweep arrangements are made between the client and its custodian or in consultation with the Advisers, any client whose assets are swept into an unaffiliated money market mutual fund or other short-term investment vehicle will continue to pay the Adviser’s regular advisory fee on the entire Account, plus the client will pay fees and expenses associated with that investment including typically a management fee to the manager of such fund or short- term investment vehicle on the portion of the Account’s assets invested in the money market mutual fund or short-term investment vehicle. In the event client consent is granted to allow the use of affiliated money market funds for cash management purposes, certain fees are waived either at the Account or the affiliated fund level to avoid double charging of fees on those assets. FAV’S INVESTMENT DISCRETION IN DIGITAL PROGRAMS FAV is granted investment discretion when the Digital Program Client enters into an agreement to begin using a Digital Program. Page | 77  Digital Program Clients are able to impose reasonable investment restrictions on the purchase of U.S. Registered Funds for their discretionary Accounts. However, such clients are not able to restrict specific asset classes included in the overall GOE Portfolio. If a particular U.S. Registered Fund is restricted from purchase, FAV will provide an alternative fund for the discretionary Account in lieu of the restricted fund. Restrictions of more than three U.S. Registered Funds are deemed to be unreasonable for restriction purposes, due to the impact on the GOE Portfolio construction and the investment strategy of the Account. PARTICIPATION IN LEGAL PROCEEDINGS Funds Unless otherwise noted in an Adviser’s brochure, with respect to the Funds that the Advisers manage, advise, or sub-advise, the Advisers, through their delegates (which include, without limitation, personnel of an affiliate, a law firm, custodian or other claim filing service), use good faith efforts to file proofs of claim on behalf of the Funds in class action lawsuit settlements or judgments and regulatory recovery funds pending in the United States and Canada (the “Claim Service”). These United States and Canadian class action lawsuits involve issuers of securities presently or formerly held in the Funds’ portfolios, or related parties of such issuers, of which the Advisers learn and for which the Funds are eligible during the term of the investment management agreement. Infrequently, such class action lawsuits require investors affirmatively to “opt in” to the class and may subject investors to public identification and to participation in discovery (“Opt-In Actions”). The Advisers have complete discretion to determine, on a case-by-case basis, whether to file proofs of claim and any other required documentation for the Funds in any Opt-In Actions of which the Adviser learns, and shall not be required, or be liable for any failure, to do so. While the Claim Service is focused on recovery opportunities in the United States and Canada (the jurisdictions in which class action lawsuits and regulatory recovery funds predominate), it is possible that, as class action laws in legal systems in jurisdictions outside of the United States and Canada continues to evolve, the Advisers may learn of recovery opportunities in those other jurisdictions that similarly require only the filing of a proof of claim or its equivalent to recover (“Foreign Actions”). The Advisers do not assume any obligation to identify, research, or file proofs of claim in any Foreign Actions. In the event that the Advisers do learn of any Foreign Actions, the Advisers have complete discretion to determine, on a case-by-case basis, whether to file proofs of claim for the Funds in such Foreign Actions. In addition, from time to time, Advisers to Funds will recommend that one or more of such Funds pursue litigation against an issuer or related parties (whether, for example, by opting out of an existing class action lawsuit, participating in a representative action in a foreign jurisdiction, or otherwise). In addition, unless otherwise noted in an Adviser’s brochure, the Advisers or the Funds they advise will also, from time to time, participate in bankruptcy proceedings involving issuers of securities presently or formerly held in such Funds’ portfolios, or related parties of such issuers, and join official or ad hoc committees of creditors or other stakeholders. Similarly, the Adviser’s affiliates will, from time to time, recommend that the Funds they manage participate in litigation, bankruptcy proceedings or committees of creditors or other stakeholders. Separate Account/Sub-Advised Account Clients With respect to Separate Accounts and Sub-Advised Accounts that an Adviser manages, unless otherwise specifically agreed, the Adviser shall not be required, or be liable for any failure to, but may, without undertaking any obligation to do so, (i) provide the Claim Service, (ii) file proofs of claim in Foreign Actions, and/or (iii) file any required documentation in any Opt-In Actions, as described above. Foreign Actions do not include any other type of collective action outside of the United States and Canada, such as representative actions, as those other actions require individual analysis as to whether participation is in an Account’s best interest and often require participants to agree to funding agreements or to pay the costs of the litigation directly, to enter into agreements with representative organizations, to commit to participation in discovery, and may require participants to be identified publicly as plaintiffs in the action (such offshore collective or representative actions, “Foreign Litigation Actions”). The Advisers do not assume any obligation to identify or take any action with respect to such Foreign Litigation Actions for their Separate Accounts or Sub-Advised Accounts. Page | 78  Neither the Adviser nor the Adviser’s affiliates will provide notice of, or the opportunity to participate in, any litigation against an issuer or related parties to the Adviser’s Separate Account and Sub- Advised Account clients. Further, unless otherwise specifically agreed, an Adviser shall not be required or be liable for any failure to, but may, participate in any bankruptcy proceedings involving issuers of securities presently or formerly held by Separate Account or Sub-Advised Account clients or related parties of such issuers. Without limiting the foregoing, unless otherwise specifically agreed, an Adviser shall not be required or be liable for any failure to but may in its discretion: (i) file proofs of claim in bankruptcy proceedings, (ii) notify Separate Account or Sub-Advised Account clients of any applicable deadlines or other events relating to bankruptcy proceedings, or (iii) participate in any committees of creditors or other stakeholders on behalf of Separate Account or Sub-Advised Account clients. In connection with the Claim Service and an Adviser’s involvement in bankruptcy proceedings on behalf of Separate Account and Sub-Advised Account clients, where applicable, the Adviser will, from time to time, disclose information about a Separate Account or Sub-Advised Account client, whether by including such information in any proofs of claim or otherwise disclosing such information in any related manner. By filing a proof of claim on behalf of a Separate Account or Sub-Advised Account client, the Adviser will, from time to time, waive the Separate Account or Sub- Advised Account client’s right to pursue separate litigation with respect to the subject matter of the class action lawsuit or regulatory recovery fund, or the right to a jury trial in a bankruptcy proceeding, as applicable. Where an Adviser does provide the Claim Service or agrees to participate in bankruptcy proceedings on behalf of a Separate Account or Sub-Advised Account, such Adviser may (subject to the investment management agreement) at any time terminate provision of such services by giving notice of such termination to the Separate Account or Sub- Advised Account client (by any method such Adviser chooses, including electronic mail), and such services will, if not sooner terminated, automatically terminate upon the termination of the investment management agreement. In addition, with respect to all Accounts, Accounts that are currently or were formerly investors in, or were otherwise involved with, investments that are the subject of a legal action will, under certain circumstances, be parties to the particular legal action with the result that an Account may participate in an action in which not all Accounts with similar investments participate. In these instances, non-participating Accounts will benefit from the results of such action without becoming or otherwise being subject to the associated fees, costs, expenses and liabilities. Item 17 Voting Client Securities PROXY VOTING POLICIES & PROCEDURES The Advisers have delegated their administrative duties with respect to voting proxies for client equity securities to the proxy group within Franklin Templeton Services, LLC (the “Proxy Group”), an affiliate and wholly-owned subsidiary of Franklin Resources. All proxies received by the Proxy Group will be voted based upon the Advisers’ instructions and/or policies. To assist it in analysing proxies, the Advisers subscribe to one or more unaffiliated third- party corporate governance research services that provide in-depth analyses of shareholder meeting agendas, vote recommendations, recordkeeping and vote disclosure services (each a “Proxy Service”). Although Proxy Service analyses are thoroughly reviewed and considered in making a final voting decision, the Advisers do not consider recommendations from a Proxy Service or any other third party to be determinative of an Adviser’s ultimate decision (except as otherwise discussed in an Adviser’s brochure). Rather, the Advisers exercise their independent judgment in making voting decisions. The Advisers vote proxies solely in the best interests of the client, the Fund investors or, where employee benefit plan assets subject to ERISA are involved, in the best interests of plan participants and beneficiaries (collectively, “Advisory Clients”) unless (i) the power to vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed an Adviser or (ii) the documents otherwise expressly prohibit an Adviser Page | 79  from voting proxies. As a matter of policy, the officers, directors and Access Persons of the Advisers and the Proxy Group will not be influenced by outside sources whose interest’s conflict with the interests of Advisory Clients. The Advisers are affiliates of a large, diverse financial services firm with many affiliates and each Adviser makes its best efforts to mitigate conflicts of interest. However, conflicts of interest can arise in a variety of situations, including where an Adviser has a material business relationship with an issuer or a proponent, a direct or indirect pecuniary interest in an issuer or a proponent, or a significant personal or family relationship with an issuer or proponent. However, as a general matter, the Advisers take the position that relationships between certain affiliates that do not use the “Franklin Templeton” name (“Independent Affiliates”) and an issuer (e.g., an investment management relationship between an issuer and an Independent Affiliate) do not present a conflict of interest for an Adviser in voting proxies with respect to such issuer because: (i) the Advisers operate as an independent business unit from the Independent Affiliate business units, and (ii) informational barriers exist between the Advisers and the Independent Affiliate business units. Material conflicts of interest are identified by the Proxy Group based upon analyses of various sources. The Proxy Group gathers and analyzes this information on a best-efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties. In situations where a material conflict of interest is identified, the decision on how to resolve the conflict will be made in accordance with the Proxy Group’s conflict of interest procedures, and the Proxy Group will, under certain circumstances, vote consistently with the voting recommendation of a Proxy Service or send the proxy directly to the relevant Advisory Clients with the Adviser’s voting recommendation. In certain circumstances, Separate Accounts are permitted to direct their votes in a particular solicitation pursuant to the applicable investment management agreement. A client that wishes to direct its vote in a particular solicitation shall give reasonable prior written notice to the relevant Adviser indicating such intention and provide written instructions directing the Adviser or the Proxy Group to vote in regard to the particular solicitation. Where such prior written notice is received, the Proxy Group (or the Adviser if applicable) will vote proxies in accordance with such written instructions received from the client. The Advisers will inform clients that have not delegated voting responsibility to the Advisers, but that have requested voting advice, about the Adviser’s views on such proxy votes. In certain SMA Programs, typically where the Sponsor has not elected for the applicable Adviser to do so or where the applicable Adviser only provides non-discretionary management services to the SMA Program, the relevant Adviser will not be delegated the responsibility to vote proxies held by the SMA Program accounts. Instead, the SMA Program sponsor or another service provider will generally vote for these proxies. Clients in SMA Programs should contact the SMA Program sponsor for a copy of the SMA Program Sponsor’s proxy voting policies. Each issue is considered on its own merits, and the Advisers will not support the position of the company’s management in any situation where they deem that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares. Certain of the Advisers’ separate accounts or funds (or a portion thereof) are included under FTIS, a separate investment group within Franklin Templeton, and employ a quantitative strategy. For such accounts, FTIS’s proprietary methodologies rely on a combination of quantitative, qualitative, and behavioural analysis rather than fundamental security research and analyst coverage that an actively managed portfolio would ordinarily employ. Accordingly, absent client direction, in light of the high number of positions held by such Accounts and the considerable time and effort that would be required to review proxy statements and ISS or Glass Lewis recommendations, the Advisers may review ISS’ non-US Benchmark guidelines, ISS’ specialty guidelines (in particular, ISS’ Sustainability guidelines), or Glass Lewis’ US guidelines and determine, consistent with the best interest of their clients, to provide standing instructions to the Proxy Group to vote proxies according to the recommendations of ISS or Glass Lewis. Permitting the Advisers of these accounts to defer Page | 80  their judgment for voting on a proxy to the recommendations of ISS or Glass Lewis may result in a proxy related to the securities of a particular issuer held by an account being voted differently from the same proxy that is voted on by other funds managed by other Advisers. The Proxy Group is part of Franklin Templeton Services, LLC. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst(s) that follows the security and will provide the analyst(s) with the agenda, Proxy Service analyses, recommendations and any other information provided to the Proxy Group. Except in situations identified as presenting material conflicts of interest or as otherwise discussed in an Adviser’s brochure (if applicable), the Advisers’ research analyst(s) and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, Proxy Service analyses, proxy statements, their knowledge of the company and any other information publicly available. In the case of a material conflict of interest, the final voting decision will be made in accordance with the conflict procedures, as described above. Except in cases where the Proxy Group is voting consistently with the voting recommendations of an independent third-party service provider, the Proxy Group must obtain voting instructions from the Advisers’ research analyst(s), relevant portfolio manager(s), legal counsel and/or an Advisory Client prior to submitting the vote. The Advisers will attempt to process every proxy they receive for all U.S. and non-U.S. securities. However, there may be situations in which the Advisers are unable to successfully vote a proxy, or choose to not vote a proxy, such as where: (i) a proxy ballot was not received from the custodian bank, (ii) a meeting notice was received too late, (iii) there are fees imposed upon the exercise of a vote and the Account’s Adviser has determined that such fees outweigh the benefit of voting, (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if the Account’s Adviser votes a proxy or where such Adviser is prohibited from voting by applicable law, economic or other sanctions or other regulatory or market requirements, including, but not limited to, effective powers of attorney, (v) additional documentation or the disclosure of beneficial owner details is required, (vi) the Account’s Adviser held shares on the record date but has sold them prior to the meeting date, (vii) the Account held shares on the record date, but the client closed the Account prior to the meeting date, (viii) proxy voting service is not offered by the custodian in the market, (ix) due to either system error or human error, the Account’s Adviser’s intended vote is not correctly submitted, (x) the Account’s Adviser believes it is not in the best interests of the Advisory Client to vote the proxy for any other reason not enumerated herein or (xi) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. Even if the Advisers use reasonable efforts to vote a proxy on behalf of their Advisory Clients, such vote or proxy may be rejected because of (i) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions, (ii) changes in the process or agenda for the meeting by the issuer for which the Account’s Adviser does not have sufficient notice, or (iii) the exercise by the issuer of its discretion to reject the vote of an Account’s Adviser. In addition, despite the best efforts of the Proxy Group and its agents, there may be situations where the Advisers’ votes are not received, or properly tabulated, by an issuer or the issuer’s agent. On behalf of one or more of the proprietary registered investment companies advised by the Adviser or its affiliates, where an Adviser or its affiliates (a) learn of a vote on an event that may materially affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes, the Advisers will make efforts to recall any security on loan. The ability to timely recall shares is not entirely within the control of the Adviser. Under certain circumstances, the recall of shares in time for such shares to be voted may not be possible due to applicable proxy voting record dates or other administrative considerations. The Proxy Group is responsible for maintaining the documentation that supports the Advisers’ voting decision. Such documentation typically includes, but is not limited to, any information provided by Proxy Services and, with respect to any issuer that presents a potential conflict of interest, any board or audit committee memoranda describing the position it has taken. The Proxy Group will, from time to time, use an outside service such as a Proxy Service to support this recordkeeping function. All records will be retained in either hard copy or electronically for at least five years, the first two of which will be on-site at the offices of Franklin Templeton Services, LLC. Page | 81  Advisory Clients may view an Adviser’s complete proxy voting policies and procedures on- line at www.franklintempleton.com, request copies of their proxy voting records and the Advisers’ complete proxy voting policies and procedures by calling the Proxy Group at 1-954-847-2413 or send a written request to: Franklin Templeton Services, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. For U.S. Registered Funds, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.com no later than August 31 of each year. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the U.S. Registered Funds are made available as required by law and is responsible for overseeing the filing of such U.S. Registered Fund voting records with the SEC. FAV’S PROXY VOTING IN MANAGER-OF-MANAGERS ARRANGEMENTS AND DIGITAL PROGRAMS In the case of a Manager-of-Managers arrangement, each Underlying Manager will typically exercise proxy voting authority over the securities in the Sleeve managed by such Underlying Manager. FAV is expected to exercise proxy voting authority over the securities in any Sleeve that it manages. In the Digital Programs, FAV will not vote proxies (or give advice about how to vote proxies) relating to securities held in a Digital Program Client’s Account. Each Digital Program Client has the right to vote, and is solely responsible for voting, proxies for any securities and other property in their Account. The custodian for such Accounts will send electronic notifications to Digital Program Clients of proxies or similar action requests. Item 18 Financial Information Not applicable. Page | 82 

Form ADV Disclosure Brochure December 5, 2025 Franklin Templeton Private Portfolio Group, LLC One Madison Avenue New York, NY 10010 +1 (212) 805-2000 ClearBridge Investments, LLC One Madison Avenue New York, NY 10010 +1 (212) 805-2000 www.clearbridge.com ClearBridge Investment Management Limited 5 Morrison Street Level 2 Edinburgh, EH3 8BH United Kingdom +44 (0) 131 229 5252 ClearBridge Investments (North America) Pty Limited Level 13, 35 Clarence Street Sydney, 2000 Australia +612 9397 7300 www.clearbridgeinvestments.com.au Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, NJ 07078 +1 (973) 912-2000 Franklin Advisers, Inc. One Franklin Parkway Building 970, 1st Floor San Mateo, CA 94403 +1 (650) 312-3000 Franklin Templeton Institutional, LLC 280 Park Avenue New York, NY 10017 +1 (212) 632-3000 O’Shaughnessy Asset Management, LLC 100 First Stamford Place Stamford, CT 06902 +1 (203) 975-3333 Franklin Templeton Investment Management Limited Cannon Place, 78 Cannon Street London, EC4N 6HL United Kingdom +44 (20) 7073-8500 Franklin Templeton Investments Corp. 200 King Street West Suite 1400 Toronto (Ontario) M5H 3T4 Canada +1 (416) 957-6000 Putnam Investment Management, LLC 100 Federal Street Boston, MA 02110 +1 (617) 292-1000 Royce & Associates, LP One Madison Avenue New York, NY 10010 +1 (212) 508-4500 www.royceinvest.com Templeton Asset Management Ltd. 7 Temasek Blvd., Suntec Tower 1 #26-03 Singapore, 038987 Singapore +65 6241 0777 Templeton Investment Counsel, LLC 300 Southeast 2nd Street Ft. Lauderdale, FL 33301 +1 (954) 527-7500 Western Asset Management Company, LLC 385 East Colorado Boulevard Pasadena, CA 91101 +1 (626) 844-9400 www.westernasset.com Templeton Global Advisors Limited Templeton Building Lyford Cay Nassau, 7759 The Bahamas +1 (242) 362-4600  This brochure is a Form ADV disclosure document of Franklin Templeton Private Portfolio Group, LLC (“FTPPG”) and the following affiliated subadvisers of FTPPG (each, a “Subadviser” and collectively, the “Subadvisers”): ClearBridge Investments, LLC (“ClearBridge”) ClearBridge Investment Management Limited (“CIML”)* ClearBridge Investments (North America) Pty Limited (“CINA”) Franklin Advisers, Inc. (“FAV”) Franklin Mutual Advisers, LLC (“FMA”) Franklin Templeton Institutional, LLC (“FTILLC”) Franklin Templeton Investment Management Limited (“FTIML”) Franklin Templeton Investments Corp. (“FTIC”) O’Shaughnessy Asset Management, LLC (“OSAM”)** Putnam Investment Management, LLC (“Putnam”) Royce & Associates, LP (“Royce”)*** Templeton Asset Management Ltd. (“TAML”) Templeton Global Advisors Limited (“TGAL”) Templeton Investment Counsel, LLC (“TICLLC”) Western Asset Management Company, LLC (“Western Asset”) *Replaced Martin Currie Inc. as a Subadviser to FTPPG effective September 30, 2025. **Franklin Managed Options Strategies, LLC will become a part of O’Shaughnessy Asset Management effective December 31, 2025. References to OSAM will describe OSAM’s services as a Subadviser to FTPPG and may not be accurate for other OSAM offerings. ***Royce primarily conducts business using the name “Royce Investment Partners.” FAV, FMA, FTILLC, FTIML, FTIC, TAML, TGAL and TICLLC are sometimes referred to in this brochure individually as a “Franklin Investment Adviser” and collectively as the “Franklin Investment Advisers”. FTPPG and the Subadvisers are all direct or indirect wholly-owned or majority-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”). FTPPG and certain of the Subadvisers became part of the Franklin Resources organization in connection with Franklin Resources’ acquisition of Legg Mason, Inc. (“Legg Mason”) in a transaction that closed on July 31, 2020. Putnam became part of the Franklin Resources organization on January 1, 2024, in connection with the acquisition of Putnam U.S. Holdings I, LLC by a subsidiary of Franklin Resources. This brochure is for clients that select, or are considering selecting, investment management portfolios and strategies that FTPPG, together with its Subadvisers, makes available in investment programs sponsored by certain unaffiliated financial firms (“Sponsor Firms”). This brochure is also for entity clients that are affiliated managers of FTPPG who wish to utilize the investment management portfolios described herein in providing investment advisory services to such entities’ own clients. This brochure provides information about the qualifications and business practices of FTPPG and its Subadvisers. It also provides information about the investment management portfolios and strategies for which the Subadvisers provide investment subadvisory services to FTPPG. 2  This brochure provides information about the qualifications and business practices of Franklin Templeton Private Portfolio Group, LLC and its Subadvisers: ClearBridge Investments, LLC, ClearBridge Investment Management Limited, ClearBridge Investments (North America) Pty Limited, Franklin Advisers, Inc., Franklin Mutual Advisers, LLC, Franklin Templeton Institutional, LLC, Franklin Templeton Investment Management Limited, Franklin Templeton Investments Corp., O’Shaughnessy Asset Management, LLC, Putnam Investment Management, LLC, Royce & Associates, LP, Templeton Asset Management Ltd., Templeton Global Advisors Limited, Templeton Investment Counsel, LLC, and Western Asset Management Company, LLC. If you have questions about the contents of this brochure, please contact us at (212) 805-2000. The information in this brochure has not been approved or verified by the U.S. Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Franklin Templeton Private Portfolio Group, LLC and each Subadviser is available on the SEC’s website at www.adviserinfo.sec.gov. Investment adviser registration does not imply a certain level of skill or training. 3  Item 2 MATERIAL CHANGES While not deemed material, this brochure reflects the following significant updates since its last annual update (December 6, 2024): Items 5, 7 and 8 of the brochure were updated to reflect certain strategy additions, removals and name changes • as follows: Additions o Franklin Small-Mid Cap Growth o Franklin Templeton U.S. Core Equity Direct Implementation Portfolios o Franklin Templeton Custom Asset Allocation Models o Franklin Core o Franklin Core Plus o Franklin Templeton Multi-Manager Dynamic Income ETF Models o Franklin Mutual Small-Mid Cap Value o Royce Smaller-Companies Growth o Royce SMid-Cap Total Return o Western Asset Tax Aware Bond Ladders Removals o Franklin Concentrated Core o Franklin Core Multi-Manager Index Series Models o Franklin Templeton Core Allocation ETF models o Franklin Templeton Core Allocation Hybrid Models o Franklin Templeton Multi-Manager HNW ESG Equity o Martin Currie Sustainable International Equity o Western Asset Municipal ESG Ladders o Western Asset Flexible Maturity Ladders o Franklin Templeton – Global Balanced ESG and Franklin Templeton – Global Balanced ESG with Munis (MDA portfolios) Name Changes o Franklin Templeton Dynamic Core Allocation Models (Global Fixed Income Model Co-Managed with FTIC) changed to Franklin Templeton Dynamic Core Models 4  o Franklin Templeton Dynamic Core Allocation with Liquid Alternative Models changed to Franklin Templeton Dynamic Core with Liquid Alternative Models o Franklin Templeton Core Multi-Manager changed to Franklin Templeton Core Multi-Manager ESG Models o Franklin Templeton Multi-Manager Hybrid Models changed to Franklin Templeton Core Multi-Manager Models o Franklin Templeton Multi-Manager Mutual Fund Models changed to Franklin Templeton Core Multi- Manager Mutual Fund Models o Martin Currie Emerging Markets changed to Clearbridge Emerging Markets o Putnam International Durable Equity (ADR Only) changed to Putnam International ADR o Franklin Templeton Multi-Manager HNW Portfolios changed to Franklin Templeton Mutli-Manager HNW Models o Franklin MOST Risk Managed Equity Option Strategy changed to OSAM Canvas Risk Managed Equity Option Strategy o Franklin MOST Managed Call Selling Option Strategy changed to OSAM Canvas Managed Call Selling Option Strategy Items 5 and 7 of the brochure were also updated to reflect changes in fee rates and minimums with respect to • certain investment strategies. In Item 8, the strategy description of Franklin Templeton Mutli-Manager HNW Models was updated to allow for • allocation to liquid and semi-liquid alternative investments and the strategy description of Western Asset Municipal Bond Ladders was updated to reflect the addition of new ladders and the ability to customize the ladders to incorporate additional taxable securities. • In Items 7 and 8 of the brochure, with respect to the Western Asset Municipal Bond Ladders portfolios that are known by different strategy names in Passport Series SMA and Momentum Pathways UMA Programs sponsored by Hilltop Securities, Inc., the following updates were made: HTSPM Intermediate Municipal Ladder now refers to Western Asset Municipal Bond Ladders (1-17 Year); and HTSPM Flexible Maturity Strategy now refers Western Asset Municipal Bond Ladders (Flexible Maturity). • The individual discussions of Performance-Based Fees and Side-by-Side Management of FTPPG and its subadvisers in Item 6 of the brochure were consolidated into one common discussion due to significant and substantial similarities in the policies and practices across all sixteen advisers. Item 11 of the brochure was updated by Western Asset to reflect its adoption of Franklin Templeton’s Code of Ethics. • • In Item 12, Franklin Advisers, Inc., Putnam Investment Management, LLC and Royce & Associates, LP made certain enhancements and clarifications in their respective disclosures regarding their respective brokerage and trade communication practices. • Various Items of the brochure were updated to reflect that (1) Franklin Managed Options Strategies, LLC will become a part of O’Shaughnessy Asset Management, LLC effective December 31, 2025 and (2) ClearBridge Investment Managed Limited (“CIML”) replaced Martin Currie Inc. (“MC Inc.”) as a subadviser to FTPPG effective September 30, 5  2025, following MC Inc.’s operational integration with ClearBridge Investments LLC, another subadviser to FTPPG (“ClearBridge”). • CIML’s discussion of proxy voting policy and process in Item 17 of the brochure was updated to reflect CIML moving onto ClearBridge’s proxy voting policies and procedures following CIML’s operational integration with ClearBridge. • Appendix A (Explanation of Certain Investment Risks) was updated to add a discussion of the Illiquidity of Underlying Funds Risk relevant to one of the newly added strategies in the brochure. In addition, Item 9 of the brochure was updated to include certain material disciplinary information relating to Western Asset Management Company, LLC (“Western Asset”) pertaining to regulatory investigations surrounding certain past trade allocations involving treasury derivatives and certain related legal proceedings involving Mr. Kenneth Leech, the former co-chief investment officer of Western Asset. 6  Item 3 TABLE OF CONTENTS Item 1 – COVER PAGE ......................................................................................................................................................................................... 1 Item 2 – MATERIAL CHANGES ......................................................................................................................................................................... 4 Item 3 – TABLE OF CONTENTS ........................................................................................................................................................................ 7 Item 4 – ADVISORY BUSINESS .......................................................................................................................................................................10 A. Ownership Structure .....................................................................................................................................................................10 B. FTPPG ..................................................................................................................................................................................................10 C. ClearBridge .......................................................................................................................................................................................11 D. CIML .....................................................................................................................................................................................................14 E. CINA ....................................................................................................................................................................................................15 F. The Franklin Investment Advisers (FAV, FMA, FTILLC, FTIML, FTIC, TAML, TGAL, and TICLLC) .......................17 G. OSAM ..................................................................................................................................................................................................28 H. Putnam ...............................................................................................................................................................................................29 I. Royce ...................................................................................................................................................................................................30 J. Western Asset ..................................................................................................................................................................................32 K. Wrap Fee Programs .......................................................................................................................................................................34 L. Individual Client Needs ................................................................................................................................................................35 Item 5 – FEES AND COMPENSATION .........................................................................................................................................................36 A. Compensation of FTPPG and the Subadvisers ..................................................................................................................36 B. Other Fees and Expenses ............................................................................................................................................................48 Item 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ...............................................................................50 A. Performance-Based Fees and Side-by-Side Management ............................................................................................50 B. Additional Side-by-Side Management Information .........................................................................................................51 Item 7 – TYPES OF CLIENTS ............................................................................................................................................................................52 A. Clients .................................................................................................................................................................................................52 B. Investment Minimums..................................................................................................................................................................52 Item 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ................................................................59 A. Investment Management Portfolios: Descriptions and Main Risks ............................................................................59 B. Custom Asset Management .................................................................................................................................................... 126 C. Certain Additional Information .............................................................................................................................................. 129 Item 9 – DISCIPLINARY INFORMATION .................................................................................................................................................. 132 Item 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ................................................................................ 134 7  A. Certain Arrangements and Relationships with Affiliates ............................................................................................. 134 B. FTPPG and the Subadvisers: Commodity Law-Related Status .................................................................................. 135 C. Additional Information Relating to Certain of the Subadvisers ................................................................................ 136 Item 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS ................................................... 140 AND PERSONAL TRADING A. FTPPG ............................................................................................................................................................................................... 140 B. ClearBridge .................................................................................................................................................................................... 140 C. CIML ................................................................................................................................................................................................. 141 D. CINA ................................................................................................................................................................................................. 141 E. The Franklin Investment Advisers (FAV, FMA, FTILLC, FTIML, FTIC, TAML, TGAL, and TICLLC) and Putnam ............................................................................................................................................................................................ 142 F. OSAM ............................................................................................................................................................................................. 143 G. Royce ................................................................................................................................................................................................ 144 H. Western Asset ............................................................................................................................................................................... 145 I. Discussion of Potential Conflicts of Interest Associated with Employee Personal Trading ........................... 145 J. Discussion of Potential Conflicts of Interest Associated with Proprietary Accounts ........................................ 146 K. Additional Information Relating to FAV’s and FTIC’s Model Portfolio Services ................................................. 146 L. Other Potential Conflicts of Interest .................................................................................................................................... 146 Item 12 – BROKERAGE PRACTICES............................................................................................................................................................ 147 A. FTPPG ............................................................................................................................................................................................... 147 B. Communication of Investment Instructions for Equity Investment Strategies to FTPPG by Subadvisers .................................................................................................................................................................................... 152 C. Western Asset ............................................................................................................................................................................... 158 D. FAV .................................................................................................................................................................................................... 162 E. OSAM ............................................................................................................................................................................................... 165 F. Error Policies .................................................................................................................................................................................. 166 Item 13 – REVIEW OF ACCOUNTS ............................................................................................................................................................. 167 A. FTPPG ............................................................................................................................................................................................... 167 B. ClearBridge .................................................................................................................................................................................... 167 C. CIML .................................................................................................................................................................................................. 167 D. CINA ................................................................................................................................................................................................. 168 E. The Franklin Investment Advisers (FAV, FMA, FTILLC, FTIML, FTIC, TAML, TGAL, and TICLLC) .................... 168 8  F. OSAM ............................................................................................................................................................................................... 169 G. Putnam ............................................................................................................................................................................................ 169 H. Royce ................................................................................................................................................................................................ 169 I. Western Asset ............................................................................................................................................................................... 169 Item 14 – CLIENT REFERRALS AND OTHER COMPENSATION ....................................................................................................... 171 Item 15 – CUSTODY ........................................................................................................................................................................................ 173 Item 16 – INVESTMENT DISCRETION....................................................................................................................................................... 174 Item 17 – VOTING CLIENT SECURITIES .................................................................................................................................................. 175 A. FTPPG ............................................................................................................................................................................................... 175 B. ClearBridge .................................................................................................................................................................................... 175 C. CIML .................................................................................................................................................................................................. 177 D. CINA ................................................................................................................................................................................................. 178 E. The Franklin Investment Advisers (FAV, FMA, FTILLC, FTIML, FTIC, TAML, TGAL, and TICLLC) .................... 179 F. OSAM ............................................................................................................................................................................................... 182 G. Putnam ............................................................................................................................................................................................ 182 H. Royce ................................................................................................................................................................................................ 184 I. Western Asset ............................................................................................................................................................................... 185 Item 18 – FINANCIAL INFORMATION ...................................................................................................................................................... 187 Appendix A – EXPLANATIONS OF CERTAIN INVESTMENT RISKS ................................................................................................ 188 9  Item 4 ADVISORY BUSINESS A Note about Terminology. In their disclosures in Item 4 and other sections of this brochure, a Subadviser may sometimes refer to: (i) “Sponsor Firms” as “SMA Sponsors” or “Sponsors” (ii) Sponsor Firm investment programs as “SMA Programs”; (iii) the Sponsor Firm for a Non-Discretionary Model Program (defined below) as a “UMA Sponsor”; and (iv) the model investment portfolios that it provides under Discretionary Model Programs (defined below) and under Non-Discretionary Model Programs as “Model Portfolios.” A. Ownership Structure FTPPG and the Subadvisers are all direct or indirect wholly-owned or majority-owned subsidiaries of Franklin Resources, Inc. (‘Franklin Resources”). FTPPG and certain of the Subadvisers became part of the Franklin Resources organization in connection with Franklin Resources’ acquisition of Legg Mason, Inc. (“Legg Mason”) in a transaction that closed on July 31, 2020. Putnam became part of the Franklin Resources organization on January 1, 2024, in connection with the acquisition of Putnam U.S. Holdings I, LLC by a subsidiary of Franklin Resources. B. FTPPG Firm Description. FTPPG has provided separate account investment advisory services since April 2007. Before April 2007, the business now conducted by FTPPG was conducted by certain other Legg Mason subsidiaries and, prior to December 2005, by certain Citigroup Inc. affiliates. FTPPG, Legg Mason and Franklin Resources are not affiliated with Citigroup Inc. Types of Advisory Services. FTPPG, together with the Subadvisers, provides investment advisory services primarily in investment programs offered or sponsored by Sponsor Firms. The investment advisory services FTPPG and the Subadvisers provide differ depending on the type of Sponsor Firm investment program in which a client participates. • FTPPG-Implemented Programs. In these programs, FTPPG has investment discretion and responsibility for implementing Subadviser investment advice to client accounts. FTPPG delegates its investment discretion to the Subadviser(s) for the investment management portfolio selected for the client’s account. FTPPG may also delegate its responsibility to implement investment advice for client accounts to such Subadviser(s). • Discretionary Model Programs. In these programs, FTPPG has investment discretion, which it delegates to the applicable Subadviser(s), but not responsibility for implementing investment advice for client accounts. FTPPG forwards Subadviser investment advice to the Sponsor Firm, which agrees to implement the advice for client accounts. • Non-Discretionary Model Programs. In these programs, FTPPG forwards Subadviser investment advice to the Sponsor Firm, which exercises discretion over client accounts and decides whether to implement this investment advice for the Sponsor Firm’s client accounts. FTPPG does not have investment discretion or responsibility for implementing investment advice for client accounts and does not have an investment advisory relationship with clients in these programs. In all types of programs, Subadviser investment advice is consistent with the selected investment management portfolio or strategy. FTPPG Assets Under Management.* As of September 30, 2025, FTPPG managed approximately $139,884.8 million in assets, including the following: approximately $87,428.1 million in assets on a discretionary basis, and • 10  approximately $52,456.7 million in assets on a non-discretionary basis. • *These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis are client assets for which FTPPG provides investment advisory services in FTPPG- Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis are client assets for which FTPPG provides investment advisory services in Non-Discretionary Model Programs and to certain of its affiliated managers who may utilize investment management portfolios described herein in providing investment advisory services to their own clients. Neither category of managed assets includes client assets for which FTPPG provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. The relevant portions of FTPPG’s assets under management disclosed herein are also reported by each Subadviser in its Form ADV filings as well as by certain of its other affiliated managers that have retained FTPPG to provide investment sub-advisory services with respect to their clients. C. ClearBridge Firm Description. ClearBridge is a leading global equity manager committed to delivering long-term results through authentic active management, as it has for more than 60 years, by offering investment solutions that emphasize differentiated, bottom-up stock selection. Owned by Franklin Resources, ClearBridge operates with investment autonomy from headquarters in New York and offices in Baltimore, Calgary, Edinburgh, Fort Lauderdale, Leeds, London, Melbourne, and Sydney. ClearBridge’s active approach combines the market knowledge of long-tenured portfolio managers with the original research of a specialized group of sector and portfolio analysts and the deep diligence of a dedicated risk management team. The firm offers strategies focused on three primary client objectives in its areas of proven expertise: high active share, income solutions and low volatility. As described in more detail below, ClearBridge integrates ESG factors into its fundamental research process across all strategies. ClearBridge maintains a centralized research group that supports the portfolio management function, as well as portfolio analysts who support specific strategies. ClearBridge performs research on an ongoing basis for the maintenance of existing investments, and to identify new investment opportunities. Its bottom-up, fundamental research1 targets companies with: • Differentiated business models • High sustainable returns Strong financial characteristics • Seasoned management teams • Research materials are shared among ClearBridge’s analysts and portfolio managers through a common technology platform, providing simultaneous access to past and current proprietary research as well as aggregated market intelligence from outside sources. Both internally-generated research and externally-generated research are available to ClearBridge’s portfolio managers. The sources of information on which internal research may be based include, but are not limited to: • Meetings with company managements • Public company filings (10Ks, 10Qs, 8Ks, etc.) • On-site company visits 1 Fundamental Research is the analysis of factors that affect a company’s underlying value such as revenues, cash flow, supply and demand of the company’s products etc., as opposed to technical analysis which involves using historical price and trading data. 11  Services such as FactSet, Bloomberg, etc. • Third-party research • External research may include research from across the spectrum of sell-side financial industry firms, as well as research and expertise from research boutiques and other firms. In addition, depending on the topic, ClearBridge may obtain external research such as proprietary surveys, industry-specific legal advice and other specialized research services from consultants. ClearBridge may also obtain external research from independent research institutes and established think tanks. ClearBridge’s portfolio managers each have their own distinct investment processes and priorities when managing client portfolios, but they all share a fundamental approach to security selection and valuation analysis. The investment teams employ various methods of analysis, which may include charting, cyclical, fundamental, technical and quantitative modeling. Integration of ESG Factors.2 One of ClearBridge’s hallmarks is its Environmental, Social and Governance approach, which integrates ESG principles, active company engagement and shareholder advocacy across the majority of its investment platform. ClearBridge has a long history of managing ESG mandates. A ClearBridge predecessor firm opened its first ESG account in 1975 and, in 1987, established one of Wall Street’s first structured social investment programs. The ESG investment approach has remained consistent in its basic tenets of integrating material, sector specific ESG factors into the research and stock-selection process but has continually evolved and grown. The process of assigning a proprietary ESG rating to a company is a policy for the firm’s analysts to measure and track their ESG integration and engagement. ClearBridge offers ESG products for both institutional and individual investors. ClearBridge sources investment ideas and constructs portfolios by integrating ESG analysis into the fundamental research performed by analysts on ClearBridge’s centralized sector analyst team as well as analysts dedicated to specific portfolios. Its analysts and portfolio managers examine the ESG issues relevant to a company’s business activities, measure and evaluate their impact on both qualitative and quantitative bases and suggest ways for companies to improve their ESG practices. This integrated approach results in a thorough and detailed evaluation of a company’s risks and opportunities related to the specific ESG issues that are relevant to its business. ClearBridge believes ESG is rapidly evolving into an integral part of the way investors analyze companies. At ClearBridge, ESG is not merely a screen or an overlay; it is part of how the firm conducts fundamental research and it defines how it thinks about companies considered for investment. The firm’s clients, whether or not they desire an explicit ESG mandate, all have long-term investment goals. ClearBridge believes companies that plan carefully for what’s ahead and operate sustainably in relation to their customers, communities and the environment should have a long-term competitive advantage over their peers. We believe our clients are well-served by investing in such companies. Analysts and portfolio managers typically use an established proprietary research and engagement process to determine a company’s profile on ESG issues. This includes generating an ESG rating, through its ESG ratings system, by assessing ESG factors both quantitatively and qualitatively. This system has four rating levels: AAA, AA, A & B, assigned to companies based on performance on key ESG issues (such as health & safety, gender diversity, climate risk, corporate governance risk and data security), including performance relative to the companies’ industry peer set. ESG factors may also include, but are not necessarily limited to, environmentally-friendly product initiatives, labor audits of overseas supply chains and strong corporate governance. The choice of ESG factors for any particular company generally reflects the specific industry. Not every investment is assessed for ESG factors and, when it is, not every ESG factor may be identified or evaluated. 2 A Note about Terminology: There are many ways to describe strategies for investing consistent with environmental, social and governance best practices. These include “sustainable investing,” “socially responsible investing” and more recently “impact investing,” among others. The term “ESG” represents the latest stage in the evolution away from merely screening out certain industries or companies. 12  This overall stock selection process lends itself well to ESG integration, which ensures a more holistic approach to sustainability that measures progress and promotes improvement over time. Analysts rate companies on all three areas - Environmental, Social & Governance - based on how relevant these issues are to their industry, along a codified internal ratings scale. ClearBridge does not employ an exclusionary approach that avoids certain sectors entirely, but rather a continuous evaluation of a company’s performance on ESG issues is made over time and relative to its peers. Companies in the coverage universe earn a proprietary ESG rating. ClearBridge also works with companies to improve their ESG performance through direct engagement and proxy voting. The analysts continuously review their ESG ratings and monitor their scoring methodology. Throughout a given year, analysts may upgrade or downgrade their ESG ratings if the analyst believes such action is warranted. Otherwise, the research analysts’ ESG ratings will be reviewed formally at least once a year. Furthermore, ClearBridge regularly engages with companies to drive impact in ESG areas that are material to their businesses. These engagements occur in various ways, including one-on-one meetings with senior management and through active participation in ESG organizations. As a firm, ClearBridge hosts around 1,000 company meetings every year. The firm’s high-conviction, concentrated approach to portfolio construction coupled with its large asset base and ESG expertise, puts ClearBridge in a very unique position. Analysts communicate to managements as long-term shareowners on material and relevant ESG matters towards driving change within corporations. Proxy voting is another tool we utilize to signal confidence in the companies we own or suggest the need for a change in policies, disclosures or related business practices. While ClearBridge actively examines and votes proxies in line with a thoughtfully constructed proxy voting guideline, it also focuses on the impact it can have during conversations with Chief Executive Officers and Chief Financial Officers over long periods of time. ClearBridge has found that sometimes just asking the right questions as a large institutional money manager, whether about gender equality, energy efficiency, better board governance or disclosure, can result in positive changes in the mindset and eventually the operations of large public companies. As long-term oriented investors who also happen to be among the largest shareholders of many companies it owns, ClearBridge can get a seat at management’s table and emphasize material issues that are of concern to ourselves and clients. Types of Advisory Services. ClearBridge provides investment advisory services in multiple formats, including institutional and retail separate accounts and mutual funds and other commingled investment vehicles. This brochure is the applicable ClearBridge Form ADV disclosure document only for the separate account investment advisory services ClearBridge provides as a Subadviser to FTPPG. ClearBridge Assets Under Management.* As of September 30, 2025, ClearBridge managed approximately $184,809.8 million in assets, including the following: approximately $141,544.3 million in assets on a discretionary basis, and • approximately $43,265.5 million in assets on a non-discretionary basis. • *These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis include client assets for which ClearBridge, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which ClearBridge, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs and to certain of its affiliated managers who may utilize investment management portfolios described herein in providing investment advisory services to their own clients. In addition, both categories of managed assets include client assets for which ClearBridge provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which ClearBridge provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. ClearBridge’s assets under management disclosed herein may include assets that affiliated managers of ClearBridge may 13  also be reporting in their Form ADV filings due to such affiliated managers and ClearBridge retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. D. ClearBridge Investment Management Limited (CIML) Firm Description. On September 30, 2025, the business and operations of Martin Currie, Inc. (“MC Inc.”), a previous sub- adviser to FTPPG, and its affiliate, Martin Currie Investment Management Limited (“MCIM”) were integrated with those of ClearBridge, another FTPPG Subadviser. As part of this process, MCIM, the primary operating entity from which Martin Currie provides investment advisory and management services to clients and that employs all investment personnel, replaced MC Inc. as a sub-adviser to FTPPG effective September 30, 2025, and was renamed ClearBridge Investment Management Limited (CIML). CIML is an asset management company with $9.8 billion of assets under management (AUM) for clients worldwide, including financial institutions, pension funds, family offices, government agencies and investment funds. The firm’s headquarters are in Edinburgh, Scotland. Martin Currie Inc. was de-registered as an investment adviser with the SEC following the integration with ClearBridge. CIML is a directly owned subsidiary of Franklin Resources, a global asset management firm headquartered in the USA. The common stock of Franklin Resources is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “BEN,” and is included in the Standard & Poor’s 500 Index. CIML is authorized and regulated by the Financial Conduct Authority in the UK and is a registered investment adviser with the SEC in the U.S. CIML’s investment solutions are specifically designed to meet clients’ needs. Whether this is matching return objectives, risk tolerance, liability profiles or income requirements, CIML’s differentiated suite of risk- adjusted solutions are underpinned by the benefits of active management and integrated ESG analysis. We have distilled and refined our offering into three distinctive strategy types, each defined by their own risk framework and the outcomes they provide to our clients: Growth, Accumulation, or Income. Significant resources are invested to build a deep understanding of companies. The investment and research structure and processes are designed to deliver high-conviction stock ideas based on bottom-up stock driven, fundamental analysis. There is a distinct structure at CIML, in that investment team members have dual roles as portfolio managers and analysts and every member of the team has specific research responsibilities. This dual role approach is replicated across all of CIML’s regional equity investment teams, helping to facilitate the sharing of research ideas, discussing findings from company meetings and reviewing corporate announcements. Stewardship and ESG As active equity specialists, CIML builds global, stock-driven portfolios based on bottom-up fundamental research. CIML recognizes that, while analysis of near-term prospects for a company will always be important, the majority of a company’s value lies in its ability to generate sustainable long-term returns. Through CIML’s environmental, social and governance (ESG) analysis, CIML develops a deeper understanding of the companies it invests in and builds stronger conviction in their ability to outperform over the long term for CIML’s clients. Effective stewardship of capital is at the heart of CIML’s client proposition. CIML’s commitment to this is evident in how it embeds ESG analysis at every stage of its investment process, which it does through its corporate engagement, and in the responsible management of its own business. Responsibility for day-to-day stewardship and sustainability analysis lies with those who know the companies best – CIML’s portfolio managers and analysts. They consider the material and relevant ESG factors that could impact the ability of the company to generate sustainable returns. 14  Types of Advisory Services CIML offers a range of segregated or pooled accounts, each driven by one of three principal strategy types. CIML also offers non-discretionary model portfolio delivery to institutional clients. This brochure is the applicable CIML Form ADV disclosure document only for the separate account investment advisory services CIML provides as a Subadviser to FTPPG. CIML Assets Under Management.* As of September 30, 2025, CIML managed approximately $9,892.9 million in assets, including the following: approximately $9,239.8 million in assets on a discretionary basis, and • approximately $653.1 million in assets on a non-discretionary basis. • *These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis include client assets for which CIML, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non- discretionary basis include client assets for which CIML, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs and to certain of its affiliated managers who may utilize investment management portfolios described herein in providing investment advisory services to their own clients. In addition, both categories of managed assets include client assets for which CIML provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which CIML provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. CIML’s assets under management disclosed herein may include assets that affiliated managers of CIML may also be reporting in their Form ADV filings due to such affiliated managers and CIML retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. E. CINA Firm Description. A. Ownership Structure ClearBridge Investments (North America) Pty Limited (“CINA”) was founded in 2009 as a subsidiary of ClearBridge Investments Limited (CIL) which was founded in 2006. CINA is one of two related investment managers that operate out of Australia (collectively, “ClearBridge Australia”). ClearBridge Australia is wholly indirectly owned by Franklin Resources. ClearBridge Australia is an investment manager that primarily specializes in the rapidly growing and increasingly recognized asset class of global listed infrastructure. This asset class consists of securities of major infrastructure projects and developments, such as airports, gas, electricity, water and roads, which provide essential ongoing services to communities in both developed countries and emerging markets. We are dedicated to identifying and investing in the best listed infrastructure assets, with the goal of delivering strong absolute returns over an investment cycle. In 2019, ClearBridge Australia and ClearBridge (described above) determined to optimize certain efficiencies by operationally integrating their businesses. This integration now includes the following arrangements: 1) the CEO for ClearBridge is also the CEO for the ClearBridge Australia Boards. 2) a 24/6 trading desk in Sydney and New York with a single order management system. 15  3) functional reporting from ClearBridge Australia senior leadership into ClearBridge across each of the Investments, Trading, Operations and Technology, Legal, Risk & Compliance, Finance, Marketing, Distribution and Client Service teams. 4) Centralized ClearBridge oversight and management of operational services, including: a. Daily cash and stock reconciliations b. Broker standard settlement instruction management c. Institutional client management fee calculation and invoicing d. Corporate action monitoring and processing e. Client cash flow transaction processing f. Client account setup g. Trade data management h. Certain additional administrative functions as required. 5) Quarterly portfolio risk management review. 6) Proxy Voting management. 7) Soft commission management. While each of the entities in ClearBridge Australia and ClearBridge continue to maintain separate corporate, licensing and regulatory registration arrangements, globally, they are recognized as a single brand, “ClearBridge Investments”. This brochure is the applicable CINA Form ADV disclosure document only for the separate account investment advisory services CINA provides as a Subadviser to FTPPG. CINA Assets Under Management.* As of September 30, 2025, CINA managed approximately $2,228.2 million in assets, including the following: approximately $2,187.2 million in assets on a discretionary basis, and • approximately $41.0 million in assets on a non-discretionary basis. • *These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis include client assets for which CINA, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non- discretionary basis include client assets for which CINA, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs and to certain of its affiliated managers who may utilize investment management portfolios described herein in providing investment advisory services to their own clients. In addition, both categories of managed assets include client assets for which CINA provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which CINA provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. CINA’s assets under management disclosed herein may include assets that affiliated managers of CINA may also be reporting in their Form ADV filings due to such affiliated managers and CINA retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. 16  F. The Franklin Investment Advisers (FAV, FMA, FTILLC, FTIML, FTIC, TAML, TGAL, and TICLLC) Franklin Advisers (FAV) Firm Description. FAV is a California corporation formed on October 31, 1985 and is based in San Mateo, California. FAV is a wholly-owned subsidiary of Franklin Resources. Franklin Resources, through current and predecessor subsidiaries, has been engaged in the investment management and related services business for more than 70 years. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. FAV acts as sub-adviser to one or more affiliated registered investment advisers, including, but not limited to, FTPPG with respect to clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, FTPPG-Implemented Programs and discretionary SMA programs as described below. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, FAV provides investment advisory and portfolio management services to U.S. Registered Funds (including ETFs) and Non-U.S. Registered Funds, Private Funds, Separate Accounts, certain Sub-Advised Accounts, as well as through model delivery programs and electronic advisory programs. FAV also offers multi-asset class portfolios structured as “Manager-of-Managers” arrangements, where various portions of an Account (a “Sleeve”) are managed by underlying managers selected by FAV, who may include FAV, FAV’s affiliates or an unaffiliated investment manager (“Underlying Managers”). All or a portion of the assets in a Sleeve may be invested in a Fund by the Sleeve’s Underlying Manager. These multi-asset class portfolios are from time to time offered to clients through SMA Programs as well as outside of SMA Programs. FAV and the other Franklin Investment Advisers provide investment management services under agreements with or with respect to each of their SMA Program Clients, Fund, Sub-Advised Account, Separate Account and other types of clients referenced herein (collectively, “Franklin Adviser Accounts”) as applicable. Further information about FAV’s non-SMA Program advisory services is discussed in its Non-SMA Program Brochure, which is available upon request. In certain instances, the investment management services FAV provides in connection with SMA Programs are discretionary. In discretionary SMA Programs, FAV has authority and is generally responsible for causing the portion of each SMA Program client’s account that is managed by FAV to engage in transactions that are appropriate for the selected strategy. FAV also provides non-discretionary services, as sub-adviser to FTPPG, through UMA programs where FAV generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than FTPPG or the applicable Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios will, in certain circumstances, consist of a portfolio comprised entirely or partially of funds (typically U.S. Registered Funds) sponsored by FAV or its affiliates and/or other securities and investment products, including third-party funds; in other instances, Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, FTPPG and the Franklin Investment Adviser receive a fee from the Sponsor for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees FAV and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not FTPPG or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that FAV provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and FAV does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as FTPPG and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither FAV nor FTPPG has control over 17  whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, FAV and FTPPG do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services FAV provides as a Subadviser to FTPPG. FAV Assets Under Management.*, ** As of September 30, 2025, FAV managed approximately $478,525.1 million in assets, including the following: approximately $475,509.2 million in assets on a discretionary basis, and • • approximately $3,015.9 million in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FAV’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets managed on a discretionary basis include client assets for which FAV as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which FAV, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs. In addition, both categories of managed assets include client assets for which FAV provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which FAV provides investment recommendations on a non-discretionary basis without continuous and regular monitoring or holdings in client portfolios or accounts. FAV’s assets under management disclosed herein may include assets that affiliated managers of FAV may also be reporting in their Form ADV filings due to such affiliated managers and FAV retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. 18  Franklin Mutual Advisers (FMA) Firm Description. FMA is a Delaware limited liability company formed on March 31, 1999, and is based in Short Hills, New Jersey. FMA is a wholly-owned subsidiary of Franklin Resources. Franklin Resources, through current and predecessor subsidiaries, has been engaged in the investment management and related services business for more than 70 years. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. FMA acts as sub-adviser to FTPPG with respect to clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, most of FMA’s advisory business consists of providing investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Separate Accounts. FMA also manages, advises or sub-advises certain Sub-Advised Accounts. Further information about these non-SMA Program advisory services is discussed in FMA’s Non-SMA Program Brochure, which is available upon request. FMA also provides non-discretionary services, as sub-adviser to FTPPG, through UMA programs where FMA generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than the FTPPG or the applicable Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, FTPPG and Franklin Investment Adviser receive a fee from the Sponsor for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees FMA and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not FTPPG or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that FMA provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and FMA does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as FTPPG and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither FMA nor FTPPG has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, FMA and FTPPG do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services FMA provides as a Subadviser to FTPPG. FMA Assets Under Management.*, ** As of September 30, 2025, FMA managed approximately $42,539.0 million in assets, including the following: approximately $42,428.2 million in assets on a discretionary basis, and • • approximately $110.8 million in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. 19  ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FMA’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets managed on a discretionary basis include client assets for which FMA, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which FMA, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs. In addition, both categories of managed assets include client assets for which FMA provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which FMA provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. FMA’s assets under management disclosed herein may include assets that affiliated managers of FMA may also be reporting in their Form ADV filings due to such affiliated managers and FMA retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. Franklin Templeton Institutional (FTILLC) Firm Description. FTILLC is a Delaware limited liability company formed on October 9, 2001 and based in New York, NY. FTILLC is a wholly-owned subsidiary of Franklin Resources. Franklin Resources, through current and predecessor subsidiaries, has been engaged in the investment management and related services business for more than 70 years. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. FTILLC acts as sub-adviser to FTPPG with respect to a limited number of clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, FTILLC provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. FTILLC also manages, advises or sub-advises certain Sub-Advised Accounts. FTILLC also serves as investment adviser to certain separately managed account wrap fee programs that are sponsored by non-U.S. third-party broker- dealers and offered only outside of the United States. Further information about these non-SMA Program advisory services is discussed in FTILLC’s Non-SMA Program Brochure, which is available upon request. FTILLC also provides non-discretionary services, as sub-adviser to FTPPG through UMA programs where FTILLC generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than FTPPG or the applicable Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, FTPPG and Franklin Investment Adviser receive a fee from the Sponsor, for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees FTILLC and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not FTPPG or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that FTILLC provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and FTILLC does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as FTPPG and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither FTILLC nor FTPPG has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for 20  the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, FTILLC and FTPPG do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services FTILLC provides as a Subadviser to FTPPG. FTILLC Assets Under Management.*, ** As of September 30, 2025, FTILLC managed approximately $28,192.6 million in assets, including the following: • approximately $28,151.7 million in assets on a discretionary basis, and • approximately $40.9 million in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. **Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FTILLC’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets managed on a discretionary basis include client assets for which FTILLC, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which FTILLC, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs and to certain of its affiliated managers who may utilize investment management portfolios described herein in providing investment advisory services to their own clients. In addition, both categories of managed assets include client assets for which FTILLC provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which FTILLC provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. FTILLC’s assets under management disclosed herein may include assets that affiliated managers of FTILLC may also be reporting in their Form ADV filings due to such affiliated managers and FTILLC retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. Franklin Templeton Investment Management Limited (FTIML) Firm Description. FTIML is a company incorporated in England on April 3, 1985 with a principal place of business in London, England and a branch office conducting investment advisory business in Edinburgh, Scotland. FTIML is a wholly-owned subsidiary of Franklin Templeton Global Investors Limited, which is a wholly-owned subsidiary of Legg Mason Global Holdings Ltd., which is 24% owned by Templeton International, Inc., a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources, and 76% owned by ETP Holdings (Cayman) Ltd., which is a wholly-owned subsidiary of Templeton International, Inc., which is a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. FTIML acts as sub-adviser to FTPPG with respect to clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, FTIML provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. FTIML also manages, advises or sub-advises certain Sub-Advised Accounts. Further information about these non-SMA Program advisory services is discussed in FTIML’s Non-SMA Program Brochure, which is available upon request. 21  FTIML also provides non-discretionary services, as sub-adviser to FTPPG, through UMA programs where FTIML generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than FTPPG or the applicable Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, FTPPG and Franklin Investment Adviser receive a fee from the Sponsor for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees FTIML and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not FTPPG or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that FTIML provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and FTIML does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as FTPPG and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither FTIML nor FTPPG has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, FTIML and FTPPG do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services FTIML provides as a Subadviser to FTPPG. FTIML Assets Under Management.*, ** As of September 30, 2025, FTIML managed approximately $39,795.8 million in assets, including the following: approximately $39,544.0 million in assets on a discretionary basis, and • • approximately $251.8 million in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FTIML’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets managed on a discretionary basis include client assets for which FTIML, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which FTIML, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs. In addition, both categories of managed assets include client assets for which FTIML provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which FTIML provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. FTIML’s assets under management disclosed herein may include assets that affiliated managers of FTIML may also be reporting in their Form ADV filings due to such affiliated managers and FTIML retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. Franklin Templeton Investments Corp. (FTIC) Firm Description. FTIC is a Canadian corporation formed on December 31, 2000 and based in Ontario, Canada. FTIC is a wholly-owned subsidiary of Templeton International, Inc., which is a wholly-owned subsidiary of Templeton 22  Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. FTIC acts as sub-adviser to FTPPG with respect to a limited number of clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, FTIC provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Separate Accounts. FTIC also serves as investment adviser to certain separately managed account wrap fee programs that are sponsored by non-U.S. third-party broker-dealers and offered only outside of the United States. Further information about these non-SMA Program advisory services is discussed in FTIC’s Non-SMA Program Brochure, which is available upon request. FTIC also provides non-discretionary services, as sub-adviser to FTPPG through UMA programs where FTIC generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than FTPPG or the applicable Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. In some cases, the UMA Sponsor will retain FTIC to provide periodic or ongoing advice, research and asset allocation recommendations to update the Model Portfolio. The Model Portfolios will, in certain circumstances, consist of a portfolio comprised entirely or partially of funds (typically U.S. Registered Funds) sponsored by FTIC or its affiliates and/or other securities and investment products, including third-party funds; in other instances, Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, FTPPG and Franklin Investment Adviser receive a fee from the Sponsor for the non- discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees FTIC and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not FTPPG or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that FTIC provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and FTIC does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as FTPPG and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither FTIC nor FTPPG has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, FTIC and FTPPG do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services FTIC provides as a Subadviser to FTPPG. FTIC Assets Under Management.*, ** As of September 30, 2025, FTIC managed approximately $14,985.3 million in assets, including the following: approximately $12,724.3 million in assets on a discretionary basis, and • • approximately $2,261.0 million in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. 23  ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FTIC’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets managed on a discretionary basis include client assets for which FTIC, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which FTIC, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs. In addition, both categories of managed assets include client assets for which FTIC provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which FTIC provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. FTIC’s assets under management disclosed herein may include assets that affiliated managers of FTIC may also be reporting in their Form ADV filings due to such affiliated managers and FTIC retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. Templeton Asset Management (TAML) Firm Description. TAML is a Singaporean corporation formed on September 28, 1992 and based in Singapore. TAML is a wholly-owned subsidiary of Franklin Templeton Capital Holdings Private Limited, which is 74% owned by Templeton International, Inc., a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources, and 26% owned by ETP Holdings (Cayman) Ltd., which is a wholly-owned subsidiary of Templeton International, Inc., which is a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. TAML acts as a sub-adviser to FTPPG with respect to clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, TAML provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. TAML also manages, advises or sub-advises certain Sub-Advised Accounts. Further information about these non-SMA Program advisory services is discussed in TAML’s Non-SMA Program Brochure, which is available upon request. TAML also provides non-discretionary services, as sub-advisers to FTPPG through UMA programs where TAML generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than FTPPG or the applicable Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, the FTPPG and Franklin Investment Adviser receive a fee from the Sponsor for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees TAML and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not FTPPG or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that TAML provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and TAML does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as FTPPG and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither TAML nor FTPPG has control over whether or how 24  the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, TAML and FTPPG do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services TAML provides as a Subadviser to FTPPG. TAML Assets Under Management.*, ** As of September 30, 2025, TAML managed approximately $23,809.2 million in assets, including the following: approximately $23,639.8 million in assets on a discretionary basis, and • • approximately $169.4 million in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of TAML’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets managed on a discretionary basis include client assets for which TAML, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which TAML, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs. In addition, both categories of managed assets include client assets for which TAML provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which TAML provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. TAML’s assets under management disclosed herein may include assets that affiliated managers of TAML may also be reporting in their Form ADV filings due to such affiliated managers and TAML retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. Templeton Global Advisors Limited (TGAL) Firm Description. TGAL is a Bahamian corporation formed on July 17, 1992 and based in Nassau, Bahamas. TGAL is a wholly-owned subsidiary of Templeton Global Holdings Limited, which is a wholly-owned subsidiary of Templeton International, Inc., which is a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. TGAL acts as a sub-adviser to FTPPG, with respect to clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, TGAL provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Separate Accounts. TGAL also manages, advises or sub-advises certain Sub-Advised Accounts. Further information about these non-SMA Program advisory services is discussed in TGAL’s Non-SMA Program Brochure, which is available upon request. TGAL also provides non-discretionary services, as sub-adviser to FTPPG through UMA programs where TGAL generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than FTPPG or the applicable Franklin 25  Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, FTPPG and Franklin Investment Adviser receive a fee from the Sponsor for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees TGAL and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not FTPPG or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that TGAL provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and TGAL does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as FTPPG and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither TGAL nor FTPPG has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, TGAL and FTPPG do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services TGAL provides as a Subadviser to FTPPG. TGAL Assets Under Management.*, ** As of September 30, 2025, TGAL managed approximately $25,779.6 million in assets, including the following: approximately $25,778.1 million in assets on a discretionary basis, and • • approximately $1.5 million in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. **Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of TGAL’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets managed on a discretionary basis include client assets for which TGAL, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which TGAL, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs and to certain of its affiliated managers who may utilize investment management portfolios described herein in providing investment advisory services to their own clients. In addition, both categories of managed assets include client assets for which TGAL provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which TGAL provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. TGAL’s assets under management disclosed herein may include assets that affiliated managers of TGAL may also be reporting in their Form ADV filings due to such affiliated managers and TGAL retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. 26  Templeton Investment Counsel (TICLLC) Firm Description. TICLLC is a Delaware limited liability company formed on December 21, 2000 and based in Fort Lauderdale, Florida. TICLLC is a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. TICLLC acts as a sub-adviser to FTPPG, with respect to a clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, TICLLC provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. TICLLC also manages, advises or sub-advises certain Sub-Advised Accounts. Further information about these non-SMA Program advisory services is discussed in TICLLC’s Non-SMA Program Brochure, which is available upon request. TICLLC also provides non-discretionary services, as sub-adviser to FTPPG, through UMA programs where TICLLC generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than FTPPG or the applicable Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, FTPPG and Franklin Investment Adviser receive a fee from the Sponsor for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees TICLLC and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not FTPPG or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that TICLLC provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and TICLLC does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as FTPPG and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither TICLLC nor FTPPG has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, TICLLC and FTPPG do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services TICLLC provides as a Subadviser to FTPPG. TICLLC Assets Under Management.*, ** As of September 30, 2025, TICLLC managed approximately $4,599.3 million in assets, including the following: approximately $4,586.2 million in assets on a discretionary basis, and • • approximately $13.1 million in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. 27  ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of TICLLC’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets managed on a discretionary basis include client assets for which TICLLC, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which TICLLC, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs and to certain of its affiliated managers who may utilize investment management portfolios described herein in providing investment advisory services to their own clients. In addition, both categories of managed assets include client assets for which TICLLC provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which TICLLC provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. TICLLC’s assets under management disclosed herein may include assets that affiliated managers of TICLLC may also be reporting in their Form ADV filings due to such affiliated managers and TICLLC retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. G. O’Shaughnessy Asset Management (OSAM) Franklin Managed Options Strategies, LLC (“Franklin MOST”) will become a part of O’Shaughnessy Asset Management (“OSAM”) effective December 31, 2025. Franklin MOST’s services will be offered through OSAM as “Canvas Managed Options Strategies”. OSAM is a limited liability company organized in the state of Delaware on April 30, 2007, which became registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”) on July 25, 2007. OSAM’s principal place of business is located at 100 First Stamford Place, Stamford, CT 06902. OSAM is an indirect wholly- owned subsidiary of Franklin Resources, Inc., a holding company with its various subsidiaries that operate under the Franklin Templeton and/or subsidiary brand names. OSAM focuses on innovative and alternative investment solutions with a primary focus of utilizing listed options to attempt to create potentially enhanced, risk adjusted returns. The company is led by a management team with extensive asset management experience. OSAM provides discretionary and non-discretionary portfolio management, supervisory and evaluation services to family offices, institutions and ultra-high-net-worth individuals. OSAM utilizes exchange-traded equity options to provide clients with potentially enhanced returns in certain circumstances with potentially reduced downside exposure. Some examples of typical strategies employed are call writing and the purchase of protective put options. Services Limited to Specific Types of Investments This brochure is the applicable OSAM Form ADV disclosure document only for the separate account investment advisory services OSAM provides as a Subadviser to FTPPG. Franklin MOST Assets Under Management.* As of September 30, 2025, Franklin MOST managed approximately $858.6 million in assets including the following: approximately $696.7 million in assets on a discretionary basis, and • approximately $161.9 million in assets on a non-discretionary basis. • *These numbers are rounded to the nearest 100,000. OSAM Assets Under Management.* As of September 30, 2025, OSAM, which will be the relevant entity through which Franklin MOST’s Canvas Managed Option Strategies will be offered effective December 31, 2025, managed approximately $19,782.2 million in assets, including the following: approximately $19,782.2 million in assets on a discretionary basis, and • 28  approximately $0 in assets on a non-discretionary basis. • *These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis include client assets for which Franklin MOST/OSAM, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which Franklin MOST/OSAM, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs. In addition, both categories of managed assets include client assets for which Franklin MOST/OSAM provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which Franklin MOST/OSAM provides investment recommendations on a non- discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. Franklin MOST/OSAM’s assets under management disclosed herein may include assets that affiliated managers of Franklin MOST/OSAM may also be reporting in their Form ADV filings due to such affiliated managers and Franklin MOST/OSAM retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. H. Putnam Firm Description. Putnam has been registered with the Securities and Exchange Commission as an investment adviser since 1971. Putnam, a Boston-based firm whose history reaches back to 1937, is an active asset manager providing investment advice across all asset classes to individuals and institutions worldwide through separately managed accounts and pooled investment funds. Putnam is a wholly-owned indirect subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, Putnam primarily manages certain of Putnam’s open-end registered investment companies (known as the “Putnam Funds”). Putnam also sub-advises registered investment companies sponsored by other unaffiliated financial firms. Putnam also provides non-discretionary services, as sub-adviser to FTPPG through UMA programs where Putnam generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than FTPPG or Putnam, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, the FTPPG and Putnam receive a fee from the Sponsor, rather than program clients for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees Putnam and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not FTPPG or Putnam, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that Putnam provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and Putnam does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as FTPPG and Putnam advise, under the terms of certain UMA Programs, neither Putnam nor FTPPG has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To 29  the extent consistent with applicable law, Putnam and FTPPG do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Putnam Form ADV disclosure document only for the separate account investment advisory services Putnam provides as a Subadviser to FTPPG. Putnam Assets Under Management.*, ** As of September 30, 2025, Putnam managed approximately $116,979.9 million in assets, including the following: approximately $110,295.8 million in assets on a discretionary basis, and • • approximately $6,684.1 million in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. **Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of Putnam’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets managed on a discretionary basis include client assets for which Putnam, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non- discretionary basis include client assets for which Putnam, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs and to certain of its affiliated managers who may utilize investment management portfolios described herein in providing investment advisory services to their own clients. In addition, both categories of managed assets include client assets for which Putnam provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which Putnam provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. Putnam’s assets under management disclosed herein may include assets that affiliated managers of Putnam may also be reporting in their Form ADV filings due to such affiliated managers and Putnam retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. I. Royce & Associates (Royce) Firm Description. Royce & Associates, LP has been investing in smaller-company securities with a value approach for more than 50 years. Royce & Associates, LP is a Delaware limited partnership that primarily conducts its business under the name Royce Investment Partners and is referred to herein as “Royce.” A majority-owned subsidiary of Franklin Resources, Inc., Royce operates out of its principal office located at One Madison Avenue, New York, NY 10010. Royce uses various methods primarily rooted in the valuation of each stock and an evaluation of each company in managing client accounts. Royce’s security selection process puts primary emphasis on the quality of a company’s balance sheet and other measures of a company’s financial condition and profitability, such as the history and/or potential for improvement in cash flow generation, internal rates of return, and sustainable earnings. Royce may also consider other factors, such as a company’s unrecognized asset values, its future growth prospects, or its turnaround potential following an earnings disappointment or other business difficulties. As part of its investment research process, Royce may meet with management of companies in which it has invested or in which Royce is considering an investment. These meetings may be organized by Royce directly or by a third party, such as an investment research provider. Depending on the venue and context, other parties, often including other investment firms, may be present in these meetings. While having others present can be valuable, in that the meeting may then be more efficient for the companies, multiple points of view can add to the discussion, etc., Royce also recognizes the need in those circumstances to take steps to protect the confidentiality of its investment decisions. Royce’s policies and procedures prohibit Royce’s officers, Board members and employees from disclosing any non-public information relating to Royce or its securities transactions, or plans regarding future securities transactions, to any person outside Royce. These policies and procedures also include specific requirements for managing 30  information transmission risks associated with sharing office space on the same floor with certain affiliated investment advisers. For certain client accounts or segments within client accounts, Royce may also select portfolio securities using a proprietary investment model, which employs quantitative factors similar to those used by Royce in its other accounts to take long positions and to determine when to sell the long positions. These proprietary investment models are refined/adjusted from time to time. Environmental, social, and governance (“ESG”) factors may have a material impact on the business risk and financial performance of portfolio companies held by FTPPG client accounts for which Royce serves as a subadviser. Royce seeks to ensure, to the extent applicable, that material ESG factors are incorporated as inputs to the investment analysis of such portfolio companies. Royce defines material ESG factors as those that it believes may impact a portfolio company’s cash flows, balance sheet, reputation, and/ or enterprise value. Each investment strategy used in connection with such FTPPG client accounts has its own customized ESG due diligence framework that focuses on the ESG factors Royce investment staff members believe to be most material to their respective investment processes. Materiality is the core principle of Royce’s approach to ESG integration, as particular factors may or may not be meaningful to different business models, industries, and regions. No assurance can be given that ESG factors will, in fact, contribute to the long-term investment performance of any particular portfolio company or that Royce’s assessment of material ESG factors in respect of any particular portfolio company will be correct. Evaluation of what Royce believes to be material ESG risks is only one component of Royce’s assessment of a potential investment by a FTPPG client account for which Royce serves as a subadviser and, as with its consideration of other factors and risks, may not be a determinative factor in any instruction or recommendation to purchase, sell, or hold a security. In addition, where such material ESG factors are considered, the importance given to such ESG factors may vary across Royce investment staff members and accounts to which they are assigned and across different types of investments, sectors, industries, regions, and issuers. ESG factors considered, and the importance placed upon those factors, may change over time. Royce may not assess every investment by an FTPPG client for which it serves as subadviser for ESG factors. and when it does, not every ESG factor may be identified or evaluated. The assessment of ESG-related risk(s) for a portfolio company by Royce investment staff members also may vary across the various accounts to which they are assigned, even if such accounts employ identical or substantially similar ESG integration approaches. Royce investment staff members are under no obligation to exclude investments with relatively poor third-party ESG ratings or metrics from an FTPPG client account for which Royce serves as a subadviser. There is also no minimum ESG risk rating for an investment to be held by such FTPPG client accounts. There are no prescribed methods or standards within Royce or among Royce investment staff members for evaluating or assessing third-party or internally generated ESG-related information, data, metrics, and ratings. The assessment of material ESG factors for a portfolio company by Royce investment staff members is subjective and may differ from those of other institutional investors, third-party service providers (e.g., ratings providers), and/or other funds, and may be dependent on the availability of timely, complete, and accurate ESG data and research from issuers and/ or third-party providers, the timeliness, completeness, and accuracy of which is outside of the control of Royce and its investment staff members. ESG factors are often not uniformly measured or defined, which could impact the ability of Royce investment staff members to evaluate a portfolio company. Royce does not assess investments in cash and cash equivalents and securities lending activities if any, by its client accounts for ESG factors. Types of Advisory Services. Royce provides investment advisory services in multiple formats, including institutional and retail separate accounts and mutual funds and other commingled investment vehicles. This brochure is the applicable Royce Form ADV disclosure document only for the separate account investment advisory services Royce provides as a Subadviser to FTPPG. 31  Royce Assets Under Management.* As of September 30, 2025, Royce managed approximately $12,331.5 million in assets, including the following: • approximately $12,270.6 million in assets on a discretionary basis, and • approximately $60.9 million, on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis include client assets for which Royce, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non- discretionary basis include client assets for which Royce, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs and to certain of its affiliated managers who may utilize investment management portfolios described herein in providing investment advisory services to their own clients. In addition, both categories of managed assets include client assets for which Royce provides investment advisory services other than as a Subadviser to FTPPG, but they do not include assets for which Royce provides investment recommendations on a non-discretionary basis without continuous and regular monitoring of holdings in client portfolios or accounts. Royce’s assets under management disclosed herein may include assets that affiliated managers of Royce may also be reporting in their Form ADV filings due to such affiliated managers and Royce retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. J. Western Asset Management Company (Western Asset) Firm Description. Western Asset is one of the world’s leading investment management firms. Its sole business is managing fixed income portfolios, an activity it has pursued for over 50 years. Western Asset was founded in October 1971 by United California Bank (which later became First Interstate) before relocating to Pasadena, California, where it is currently headquartered. In December 1986, Western Asset was acquired by Legg Mason, which was then acquired by Franklin Resources on July 31, 2020, as described above. Western Asset operates as an autonomous investment management company. Pursuant to a revenue-sharing agreement with Franklin Resources, Western Asset retains control over a substantial percentage of its revenues. Investment Philosophy Since Western Asset’s founding, it has adhered to a long-term fundamental value investing approach, utilizing a variety of diversified strategies to achieve our goals. This philosophy has remained a constant throughout Western Asset’s history, and it is consistently applied across all its investment strategies. Western Asset‘s investment decision making process and organizational structure are specifically designed to align with and support this enduring philosophy. By maintaining this steadfast commitment to its core principles, it continues to deliver value to our clients and uphold the high standards that have defined Western Asset throughout the years. Long-term Fundamental Value. ▪ Markets often misprice securities. Prices can deviate from fundamental fair value, but over time they typically adjust to reflect inflation, credit quality fundamentals and liquidity concerns. Consistently investing in undervalued securities may deliver attractive investment returns. ▪ Western Asset has developed a systematic method to pinpoint and take advantage of markets and securities that are priced below their fundamental value. The Firm does this through its disciplined and rigorous research and analysis process. By comparing market prices to the fundamental fair values estimated by their dedicated macroeconomic and credit research teams around the globe, Western Asset can identify potential mispricing. 32  ▪ Western Asset’s investment strategy revolves around emphasizing its highest convictions, which means that it focuses on the areas where we see the most significant potential value opportunities. The greater the difference between Western Asset’s view of fair value and the market's pricing, the bigger the potential value opportunity we identify. This discrepancy allows it to capitalize on what it believes are undervalued or mispriced assets, leading to potentially higher returns for its clients. Furthermore, Western Asset’s confidence in its view of the fundamentals plays a crucial role in shaping its strategies. The more confident Western Asset is in its analysis and understanding of the market, the more it emphasizes those strategies in its portfolios. This approach ensures that Western Asset’s clients' investments are aligned with its most thoroughly researched and strongly held convictions Multiple Diversified Strategies. Western Asset is highly committed to seeking diversified sources of returns for its investors. Its primary objective is to meet or even surpass the performance goals set by its investors, all the while staying within their individual tolerances for risk. To achieve this, Western Asset employs a range of diversified strategies that add value across various dimensions, including interest rate duration, yield curve, sector allocation, security selection, and country and currency strategies. Western Asset believes that by deploying multiple diversified strategies, it can benefit from different market environments. This approach ensures that no single strategy dominates its performance, which ultimately helps us to dampen volatility and provide more stable returns. Sustainable Investing Philosophy Given Western Asset’s alignment with its long-term fundamental value philosophy, sustainable investing is an important element of Western Asset’s investment process and is incorporated across the fixed-income strategies that Western Asset manages. Sustainability considerations are integrated with its general research process and led by its sector specialists, who analyze sustainability factors in conjunction with traditional metrics. Western Asset believes that financially material sustainability factors can affect the creditworthiness of fixed-income issuers’ securities and therefore can impact the performance of fixed-income investment portfolios. To address this, Western Asset has developed comprehensive sustainability frameworks tailored to various sectors such as sovereigns, corporates, securitized credit, and municipal fixed-income sectors. These frameworks are designed to identify material environmental, social, and governance risks and opportunities that could impact financial valuations. Western Asset’s research analysts leverage these frameworks to evaluate financially material sustainability characteristics of issuers, which then informs its overall assessment of the risk and opportunity profiles for these issuers. Types of Advisory Services. Western Asset provides investment advisory services in multiple formats, including separate accounts and mutual funds and other commingled investment vehicles. This brochure is the applicable Western Asset Form ADV disclosure document only for the separate account investment advisory services Western Asset provides as a Subadviser to FTPPG. Western Asset Assets Under Management.* As of September 30, 2025, Western Asset managed approximately $184,988.3 million in assets, including the following: approximately $181,382.2 million in assets on a discretionary basis, and • approximately $3,606.1 million in assets on a non-discretionary basis. • *These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis include client assets for which Western Asset, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which Western Asset, as Subadviser to FTPPG, provides investment advisory 33  services in Non-Discretionary Model Programs. In addition, both categories of managed assets include client assets for which Western Asset provides investment advisory services other than as a Subadviser to FTPPG. Western Asset’s assets under management disclosed herein may include assets that affiliated managers of Western Asset may also be reporting in their Form ADV filings due to such affiliated managers and Western Asset retaining one another from time to time to provide investment sub-advisory services in connection with their respective clients. K. Wrap Fee Programs Certain Sponsor Firm investment programs for which FTPPG and the Subadvisers provide investment advisory services are wrap fee programs in which FTPPG receives (from the Sponsor Firm) a portion of the wrap fees clients pay to the Sponsor Firm. FTPPG typically pays all or part of the compensation it receives to the Subadvisers as compensation for the investment advisory services they provide for the program. For additional information on FTPPG and Subadviser compensation, see Item 5 in this brochure. The investment advisory services the Subadvisers provide in Sponsor Firm investment programs, including wrap fee and non-wrap fee programs, generally differ from the investment advisory services the Subadvisers provide to clients outside such programs in one or more of the following ways: 1. The Subadvisers’ investment advisory services for clients in Sponsor Firm investment programs generally involve investments only in publicly-traded equity securities, fixed income securities, and/or cash equivalents, while their investment advisory services for other clients may involve additional strategies and investments, such as short selling, privately-offered securities and derivatives (e.g., options, futures, currency forward contracts and swaps). 2. The Subadvisers’ investment advisory services for clients in Sponsor Firm investment programs generally do not involve investments in initial or secondary offerings of equity securities because, as a practical matter, it is unlikely FTPPG would be able to obtain allocations in such offerings for FTPPG-Implemented Program clients (a Subadviser may invest assets of its non-FTPPG clients in such offerings); 3. The Subadvisers’ investment advisory services for clients outside of Sponsor Firm investment programs may involve different investment strategies or investments in a larger or smaller number of securities than the Subadvisers include in the investment management portfolios they provide to clients in Sponsor Firm investment programs. 4. For separately managed accounts outside of Sponsor Firm investment programs, the Subadvisers may be able to tailor the investment advisory services they provide more closely to client needs and preferences, as reflected in client investment guidelines and client restrictions. 5. A Subadviser may provide regular reports to clients outside of Sponsor Firm investment programs. As described in Item 13 below, FTPPG and the Subadvisers typically do not provide such reports to clients in Sponsor Firm investment programs. 6. Royce’s investment advisory services for clients in Sponsor Firm investment programs do not involve investments in non-U.S. traded securities but may involve investments in U.S. traded American Depositary Receipts. (Royce may invest assets of its non-FTPPG clients in non-U.S. traded securities.) A Subadviser may make available certain of its investment strategies and investment advisory services only (i) in a closed- end or open-end fund or other commingled investment vehicle, and/or (ii) to clients that meet the Subadviser’s requirements for entering into an investment advisory agreement directly with the Subadviser (including, potentially, minimum investment and client qualification requirements). 34  L. Individual Client Needs In addition to making available investment management portfolios that reflect a wide range of investment strategies, FTPPG and the Subadvisers may tailor the investment advisory services they provide more closely to the individual needs of clients as described below. Client Restrictions. For client accounts in FTPPG-Implemented Programs, FTPPG accepts client-imposed restrictions on the investment management of such client accounts if both FTPPG and the applicable Subadviser, in their discretion, determine that implementation of the proposed restriction is reasonably practical as an investment and operational matter. Subject to this standard, clients in FTPPG-Implemented Programs may impose restrictions on investments in specific securities (e.g., stock of Company ABC) or on investments in certain categories of securities (e.g., tobacco company stocks). Where a client restricts investment in a category of securities, FTPPG and the applicable Subadviser will identify in their discretion, and implement limitations on investment, in the specific securities within the restricted category. FTPPG relies on the client’s Sponsor Firm to notify FTPPG of any restrictions desired by clients. In FTPPG-Implemented Programs, FTPPG applies client account restrictions it accepts (other than for accounts that select ESG investment management portfolios – see Item 8 below) only at the time of purchase, and does not apply these restrictions to securities transferred into the account, securities already held in the account at the time the restriction is imposed, securities that first come within a restriction following purchase of such securities, and securities acquired as a result of corporate actions (e.g., stock splits and stock dividends). Client Directed Sales and Temporary ETF Investments. A client in a FTPPG-Implemented Program may direct FTPPG to sell particular securities or types of securities held in the client’s account by contacting his or her Sponsor Firm. FTPPG seeks to begin implementing sell directions no later than the close of business on the business day after FTPPG receives the direction in proper form from the client’s Sponsor Firm. FTPPG will determine, in its sole discretion, what constitutes proper form for these purposes. FTPPG generally does not implement sell directions immediately upon receipt. As a result, the proceeds from a directed sale may be more or less than the client would have received had FTPPG implemented the sell direction immediately. In connection with a client-directed sale of securities, FTPPG, in its sole discretion, may accept and implement a client direction to temporarily invest the sale proceeds in an exchange-traded fund (“ETF”). Such directions involve an increased risk of loss (or missed gains) to the client relative to client accounts for which such directions are not given. Neither FTPPG nor any of its affiliates, including the Subadvisers, have any responsibility for the suitability or performance of any client- directed ETF investments. FTPPG will be responsible only for implementing any directions it accepts to make such investments, subject to any account-, security- or tax lot-level realized loss or gain minimums FTPPG establishes from time to time. ETFs are exchange-traded funds that typically represent U.S. securities markets, industry and market capitalization sectors, non-U.S. country and regional markets, and other types of non-U.S. securities markets and market sectors (e.g., emerging markets). ETFs generally are subject to the same investment risks associated with the underlying securities held by the ETF. Refer to Appendix A to this brochure for explanations of certain types of investment risks. Also, in addition to fees charged at the account level, a client will bear a proportionate share of the separate fees and expenses incurred by any ETF held in the client’s account. Custom Services. FTPPG and ClearBridge may agree to further tailor to client needs the investment advisory services they provide, including as part of the Custom Asset Management services described in Item 8 of this brochure. In addition, FTPPG and certain of its Subadvisers may agree to provide customized investment management services or a customized version of a particular investment management portfolio described in Item 8 of this brochure upon the request of a client or a Sponsor Firm. 35  Item 5 FEES AND COMPENSATION A. Compensation of Franklin Templeton Private Portfolio Group, LLC and the Subadvisers How FTPPG is compensated for the services FTPPG and the Subadvisers provide in an investment program depends on whether the program is a Single-Contract Program or a Dual-Contract Program. In Single-Contract Programs and Dual-Contract Programs, FTPPG pays the Subadvisers all or a portion of the fees FTPPG receives as compensation for the Subadvisers’ services. FTPPG Compensation in Single-Contract Programs. In a Single-Contract Program, the client does not enter into an agreement directly with FTPPG. Instead, the client enters into an agreement with the client’s Sponsor Firm that covers investment advisory services FTPPG and one or more Subadvisers provide and also certain investment services the Sponsor Firm provides. The client pays the Sponsor Firm fees for all the services under such agreement. The Sponsor Firm, in turn, compensates FTPPG for the investment advisory services FTPPG and the applicable Subadviser(s) provide. The fees agreed to by FTPPG and a Sponsor Firm under a Single-Contract Program are dependent upon a variety of factors, including without limitation the size of the program, the portfolio selected by the client, Sponsor Firm administrative requirements and administrative charges, Sponsor Firm parameters for compensation of participating managers or advisers, and the nature and extent of the responsibilities of and services provided by each of the Sponsor Firm, FTPPG and FTPPG’s Subadvisers under the program. Based on such factors, FTPPG and a Sponsor Firm may agree to a fee rate under a particular Single-Contract Program that is different from the fee rate or outside of the fee range indicated below. A Sponsor Firm and FTPPG may agree to a fee rate with respect to a particular account under a Single-Contract Program that is lower than the standard fee rate at which FTPPG is compensated by the Sponsor Firm under such Single-Contract Program. Such fee concessions are very unusual and agreed to by FTPPG only in special circumstances, e.g. in the case of accounts with unusually large asset levels. In addition, a Sponsor Firm and FTPPG may agree to a fee rate with respect to a particular account under a Single-Contract Program that is higher than the fee rate at which FTPPG is compensated under such Single- Contract Program based on such account’s unique servicing needs and compliance requirements. The fees paid to FTPPG in FTPPG-Implemented Programs, where FTPPG is responsible for providing full discretionary portfolio management, implementation and trade placement services with respect to client accounts, generally are higher than the fees paid to FTPPG in Discretionary Model Programs, where FTPPG and its Subadvisers have investment discretion but the Sponsor Firm is responsible for implementing Subadviser investment advice forwarded to it by FTPPG for client accounts, and Non- Discretionary Model Programs, where the Sponsor Firm has investment discretion and decides whether to implement Subadviser investment advice, in whole or in part, forwarded to it by FTPPG for client accounts. 36  • In the case of FTPPG-Implemented Programs, FTPPG generally receives, or anticipates receiving, fees from the Program Sponsor within the following ranges depending upon the portfolio selected by the client: Portfolios Subadvised by ClearBridge Fee Rates or Ranges All ClearBridge Equity Portfolios (See Item 8) 0.32% - 0.50% Fee Rates or Ranges Balanced/Specialty Portfolios Subadvised by ClearBridge and Western Asset or FAV All Balanced (other than MDA Balanced)/Specialty Portfolios (See Item 8) 0.30% - 0.45% Portfolios Subadvised by CINA Fee Rates or Ranges ClearBridge Global Infrastructure Income 0.42% - 0.45% Portfolios Subadvised by FAV Fee Rates or Ranges 0.00% - 0.40% 0.07% 0.09% 0.15% - 0.25% 0.20% 0.20% - 0.40% 0.25% Franklin Templeton Multi-Asset Class Portfolios (See Item 8) Franklin Corporate Ladder Portfolios Franklin Municipal Ladder Portfolios Franklin U.S. Government Ladder Portfolios Franklin Municipal Ladder-Tax Managed Portfolios Franklin Intermediate Fixed Income Franklin Intermediate Government Bond Franklin Intermediate Investment Grade Credit Franklin Intermediate Municipal Franklin Limited Maturity Municipal Franklin Long Maturity Municipal Franklin Municipal Green Bond Franklin Custom Muni Franklin High Yield Municipal Franklin Intermediate High Yield Municipal Franklin Intermediate Municipal - Tax Managed Franklin Templeton Low Volatility High Dividend Equity Franklin Core Franklin Core Plus Franklin Municipal Enhanced Income* 0.34% 0.40% - 0.45% 0.18% 0.42%-0.45% Franklin Growth Franklin Income Franklin DynaTech Franklin Equity Income Franklin Growth Opportunities Franklin Rising Dividends Franklin U.S. Focused Growth Putnam Ultra Short Duration Income Managed Account Franklin Small-Mid Cap Growth Franklin Technology 37  Portfolios Subadvised by FAV Fee Rates or Ranges 0.50% Franklin Small Cap Growth * Also known as “Franklin Multi-Strategy Municipal” by certain clients of Managed Account Advisors LLC in Merrill Lynch Investment Advisory Program. Portfolios Subadvised by FMA Fee Rates or Ranges 0.42% Franklin Mutual Beacon Franklin Mutual International Value Franklin Mutual Small-Mid Cap Value Franklin Mutual U.S. Large Cap Value Franklin Mutual U.S. Mid Cap Value Franklin Small Cap Value 0.50% Portfolios Subadvised by FTILLC Fee Rates or Ranges Franklin International Growth Equity ADR 0.40% - 0.42% Portfolios Subadvised by FTIML and FTIC (CO-MANAGED) Fee Rates or Ranges Templeton International Climate Change 0.43% Portfolios Subadvised by FTIML and TAML (CO-MANAGED) Fee Rates or Ranges Templeton Emerging Markets 0.50% Portfolios Subadvised by CIML Fee Rates or Ranges 0.50% - 0.60% ClearBridge Emerging Markets* *Known as Martin Currie Emerging Markets prior to September 30, 2025. Portfolios Subadvised by Putnam Fee Rates or Ranges 0.42% Putnam International ADR ** Putnam Sustainable Future Putnam Sustainable Leaders Putnam U.S. Core Equity Concentrated Putnam U.S. Large Cap Growth Equity Concentrated Putnam U.S. Large Cap Value Equity Concentrated Putnam U.S. Small Cap Growth Equity Putnam U.S. Small Cap Value Equity **Known as Putnam International Durable Equity (ADR Only) prior to December 31, 2025. 38  Portfolios Subadvised by Royce Fee Rates or Ranges 0.35% Royce Smaller-Companies Growth Royce SMid-Cap Total Return Royce SMID Dividend Value 0.38% 0.45% Royce Concentrated Value Royce Premier Royce Small-Cap Total Return Portfolios Subadvised by TICLLC Fee Rates or Ranges 0.45% - 0.60% Templeton Global ADR Equity Templeton International ADR Equity Portfolios Subadvised by Western Asset Fee Rates or Ranges All Western Asset Fixed Income Portfolios (See Item 8) 0.10% - 0.32% Additional Investment Management Portfolios and Strategies (See Item 8) Fee Rates or Ranges 0.30% - 0.50% ClearBridge Dynamic MDA Franklin Templeton Custom MDA Franklin Templeton MDA Balanced Franklin Templeton MDA Equity OSAM Canvas Managed Options Strategies 0.40% - 0.55% • Risk Managed Equity Option Overlay Strategy (overlay on select investment management portfolios)Managed Call Selling Option Strategy (overlay on select investment management portfolios) o ClearBridge Appreciation-Enhanced Income o ClearBridge Dividend Strategy – Enhanced Income The fees FTPPG receives for managing certain custom accounts may fall outside of the above ranges. • In the case of Discretionary Model Programs, FTPPG generally receives, or anticipates receiving, fees from the Program Sponsor within the following range depending upon the portfolio selected by the client: Portfolios Subadvised by ClearBridge Fee Rates or Ranges All ClearBridge Equity Portfolios (See Item 8) 0.28% - 0.35% Portfolios Subadvised by CINA Fee Rates or Ranges ClearBridge Global Infrastructure Income 0.30% - 0.32% 39  Portfolios Subadvised by FAV Fee Rates or Ranges Franklin Templeton Multi-Asset Class Portfolios (See Item 8) 0.00% - 0.40% Franklin Templeton Low Volatility High Dividend Equity 0.20% - 0.40% 0.28% Franklin Equity Income Franklin Growth Franklin U.S. Focused Growth 0.28% - 0.30% Franklin Growth Opportunities Franklin Rising Dividends Franklin DynaTech 0.28% - 0.31% 0.25% 0.35% Franklin Core Franklin Core Plus Putnam Ultra Short Duration Income Managed Account Franklin Small-Mid Cap Growth Franklin Technology Franklin Small Cap Growth 0.40% Portfolios Subadvised by FMA Fee Rates or Ranges Franklin Mutual U.S. Large Cap Value 0.28% 0.30% 0.35% Franklin Mutual Beacon Franklin Mutual International Value Franklin Mutual U.S. Mid Cap Value Franklin Mutual Small-Mid Cap Value Franklin Small Cap Value Portfolios Subadvised by FTILLC Fee Rates or Ranges Franklin International Growth Equity ADR 0.30% Portfolios Subadvised by FTIML and FTIC (CO-MANAGED) Fee Rates or Ranges Templeton International Climate Change 0.33% Portfolios Subadvised by FTIML and TAML (CO-MANAGED) Fee Rates or Ranges Templeton Emerging Markets 0.45% Portfolios Subadvised by CIML Fee Rates or Ranges ClearBridge Emerging Markets* 0.50% *Known as Martin Currie Emerging Markets prior to September 30, 2025. 40  Portfolios Subadvised by Putnam Fee Rates or Ranges 0.30% 0.35% Putnam Sustainable Leaders Putnam U.S. Core Equity Concentrated Putnam U.S. Large Cap Growth Equity Concentrated Putnam U.S. Large Cap Value Equity Concentrated Putnam International ADR** Putnam Sustainable Future Putnam U.S. Small Cap Growth Equity Putnam U.S. Small Cap Value Equity ** Known as Putnam International Durable Equity (ADR Only) prior to December 31, 2025. Portfolios Subadvised by Royce Fee Rates or Ranges 0.35% Royce Smaller-Companies Growth Royce SMid-Cap Total Return Royce SMID Dividend Value Royce Small-Cap Total Return 0.32%-0.42% 0.42% - 0.45% Royce Concentrated Value Royce Premier Portfolios Subadvised by TGAL Fee Rates or Ranges Templeton Foreign ADR Only 0.30% Portfolios Subadvised by TICLLC Fee Rates or Ranges Templeton International ADR Equity 0.25% - 0.40% Templeton Global ADR Equity 0.30% • In the case of Non-Discretionary Model Programs, FTPPG generally receives, or anticipates receiving, fees from the Program Sponsor within the following ranges or at the following rates depending upon the portfolio selected by the client: Portfolios Subadvised by ClearBridge Fee Rates or Ranges All ClearBridge Equity Portfolios (See Item 8) 0.28% - 0.45% Fee Rates or Ranges Balanced/Specialty Portfolios Subadvised by ClearBridge and Western Asset or FAV All Balanced / Specialty Portfolios (See Item 8) 0.30% Portfolios Subadvised by CINA Fee Rates or Ranges ClearBridge Global Infrastructure Income 0.30% - 0.32% 41  Portfolios Subadvised by FAV Fee Rates or Ranges Franklin Templeton Multi-Asset Class Portfolios (See Item 8) 0.00% - 0.40% Franklin Templeton Low Volatility High Dividend Equity 0.20% - 0.40% 0.28% Franklin Equity Income Franklin Growth Franklin U.S. Focused Growth 0.28% - 0.30% Franklin Growth Opportunities Franklin Rising Dividends Franklin DynaTech 0.28% - 0.31% Franklin Templeton Digital Assets Core 0.60% - 1.50% 0.75% - 1.50% Franklin Templeton Digital Assets Core Capped Franklin Templeton Digital Assets Dynamic BTC/ETH 0.25% 0.35% Franklin Core Franklin Core Plus Putnam Ultra Short Duration Income Managed Account Franklin Small-Mid Cap Growth Franklin Technology Franklin Small Cap Growth 0.40% Portfolios Subadvised by FMA Fee Rates or Ranges Franklin Mutual U.S. Large Cap Value 0.28% 0.30% Franklin Mutual Beacon Franklin Mutual International Value Franklin Mutual U.S. Mid Cap Value 0.35% Franklin Mutual Small-Mid Cap Value Franklin Small Cap Value Portfolios Subadvised by FTILLC Fee Rates or Ranges Franklin International Growth Equity ADR 0.30% Portfolios Subadvised by FTIML and FTIC (CO-MANAGED) Fee Rates or Ranges Templeton International Climate Change 0.33% Portfolios Subadvised by FTIML and TAML (CO-MANAGED) Fee Rates or Ranges Templeton Emerging Markets 0.45% 42  Portfolios Subadvised by CIML Fee Rates or Ranges ClearBridge Emerging Markets* 0.50% *Known as Martin Currie Emerging Markets prior to September 30, 2025. Portfolios Subadvised by Putnam Fee Rates or Ranges 0.30% 0.35% Putnam Sustainable Leaders Putnam U.S. Core Equity Concentrated Putnam U.S. Large Cap Growth Equity Concentrated Putnam U.S. Large Cap Value Equity Concentrated Putnam International ADR ** Putnam Sustainable Future Putnam U.S. Small Cap Growth Equity Putnam U.S. Small Cap Value Equity ** Known as Putnam International Durable Equity (ADR Only) prior to December 31, 2025. Portfolios Subadvised by Royce Fee Rates or Ranges 0.35% Royce Smaller-Companies Growth Royce SMid-Cap Total Return Royce SMID Dividend Value Royce Small-Cap Total Return 0.32%-0.42% 0.42% - 0.45% Royce Concentrated Value Royce Premier Portfolios Subadvised by TGAL Fee Rates or Ranges Templeton Foreign ADR Only 0.30% Portfolios Subadvised by TICLLC Fee Rates or Ranges Templeton International ADR Equity 0.25% - 0.40% Templeton Global ADR Equity 0.30% Portfolios Subadvised by Western Asset Fee Rates or Ranges All Western Asset Fixed Income Portfolios (See Item 8) 0.10% - 0.32% Additional Investment Management Portfolios (See Item 8) Fee Rates or Ranges 0.30%-0.33% ClearBridge Dynamic MDA Franklin Templeton MDA For Single-Contract Program client fee information, clients should refer to their Sponsor Firm’s Form ADV disclosure document or contact their Sponsor Firm representative. 43  FTPPG Compensation in Dual-Contract Programs. In a Dual-Contract Program, the client enters into an investment management agreement directly with FTPPG and a separate agreement with the client’s Sponsor Firm. The client pays an investment management fee directly to FTPPG as compensation for the investment advisory services FTPPG and the applicable Subadviser(s) provide. The client typically pays a separate fee to the Sponsor Firm for services the Sponsor Firm provides pursuant to its separate agreement with the client. FTPPG may receive higher compensation in Dual-Contract Programs than in Single-Contract Programs. FTPPG Standard Fee Rates for Dual-Contract Programs. For Dual-Contract Programs, FTPPG’s standard fee rates for the investment management portfolios described in Item 8 of this brochure are set forth below. Portfolios Subadvised by ClearBridge Fee Rates or Ranges All ClearBridge Equity Portfolios (See Item 8) 0.50% Balanced (other than MDA Balanced)/Specialty Portfolios 0.50% 0.35% ClearBridge Non-Taxable Fixed Income Management ClearBridge Taxable Fixed Income Management ClearBridge Fixed Income ETF Models 0.30% Portfolios Subadvised by CINA Fee Rates or Ranges ClearBridge Global Infrastructure Income 0.50% Portfolios Subadvised by FAV Fee Rates or Ranges Franklin Templeton Custom Asset Allocation Models 0.00% 0.20% 0.00% - 0.40% 0.07% Franklin Templeton U.S. Core Equity Direct Implementation Portfolios Franklin Templeton Multi-Asset Class Portfolios (See Item 8) Franklin Corporate Ladder Portfolios* Franklin Municipal Ladder Portfolios Franklin U.S. Government Ladder Portfolios Franklin Municipal Ladder-Tax Managed Portfolios 0.09% 0.15% 0.25% 0.50% Franklin Intermediate Fixed Income Franklin Intermediate Government Bond Franklin Intermediate Investment Grade Credit Franklin Intermediate Municipal Franklin Limited Maturity Municipal Franklin Long Maturity Municipal Franklin Municipal Green Bond Franklin Core Franklin Core Plus Franklin Municipal Enhanced Income** Putnam Ultra Short Duration Income Managed Account Franklin Growth Franklin Small-Mid Cap Growth Franklin Technology Franklin Templeton Low Volatility High Dividend Equity 44  Portfolios Subadvised by FAV Fee Rates or Ranges 0.20% Franklin High Yield Municipal Franklin Intermediate High Yield Municipal Franklin Intermediate Municipal -Tax Managed Franklin Custom Muni 0.30% on first $5 million 0.25% on next $5 million 0.20% on next $40 million 0.15% on assets over $50 million 0.60% on first $1 million 0.55% on next $2 million 0.50% on next $7 million 0.45% on assets over $10 million Franklin DynaTech Franklin Equity Income Franklin Growth Opportunities Franklin Income Franklin Rising Dividends Franklin U.S. Focused Growth Franklin Small Cap Growth 0.90% on first $10 million 0.85% on next $40 million 0.80% on next $50 million 0.75% on assets over $100 million *Available at one Sponsor Firm where contracted fees are paid to FTPPG by the Sponsor Firm and not its clients invested in the strategy. See Section 10 of the Brochure. **Also known as “Franklin Multi-Strategy Municipal” by certain clients of Managed Account Advisors LLC in Merrill Lynch Investment Advisory Program. Portfolios Subadvised by FMA Fee Rates or Ranges 0.50% Franklin Mutual Beacon Franklin Mutual International Value Franklin Mutual Small-Mid Cap Value Franklin Mutual U.S. Large Cap Value Franklin Mutual U.S. Mid Cap Value Franklin Small Cap Value Portfolios Subadvised by FTILLC Fee Rates or Ranges Franklin International Growth Equity ADR 0.60% on first $1 million 0.55% on next $2 million 0.50% on next $7 million 0.45% on assets over $10 million Portfolios Subadvised by FTIML and FTIC (CO-MANAGED) Fee Rates or Ranges Templeton International Climate Change 0.50% Portfolios Subadvised by FTIML and TAML (CO-MANAGED) Fee Rates or Ranges Templeton Emerging Markets 0.50% 45  Portfolios Subadvised by CIML Fee Rates or Ranges ClearBridge Emerging Markets* 0.60% *Known as Martin Currie Emerging Markets prior to September 30, 2025. Portfolios Subadvised by Putnam Fee Rates or Ranges 0.50% Putnam International ADR ** Putnam Sustainable Future Putnam Sustainable Leaders Putnam U.S. Core Equity Concentrated Putnam U.S. Large Cap Growth Equity Concentrated Putnam U.S. Large Cap Value Equity Concentrated Putnam U.S. Small Cap Growth Equity Putnam U.S. Small Cap Value Equity **Known as Putnam International Durable Equity (ADR Only) prior to December 31, 2025. Portfolios Subadvised by Royce Fee Rates or Ranges 0.50% Royce Concentrated Value Royce Premier Royce Small-Cap Total Return Royce Smaller-Companies Growth Royce SMid-Cap Total Return Royce SMID Dividend Value Portfolios Subadvised by TICLLC Fee Rates or Ranges 0.50% Templeton Global ADR Equity Templeton International ADR Equity 46  Portfolios Subadvised by Western Asset Fee Rates or Ranges 0.30% on first $25 million 0.25% on assets over $25 million Western Asset Active Bond Western Asset Gov/Corp* Western Asset Gov/Corp ESG Western Asset GSM 3-Year, 5-Year and 7-Year Western Asset Intermediate Corporate Bond 0.30% on first $1 million 0.26% on next $4 million 0.22% on assets over $5 million Western Asset Current Market Muni** Western Asset Current Market Muni ESG Western Asset Custom Muni Western Asset Short-Term Muni 0.20% Western Asset Tax Aware Western Asset Municipal Opportunities 0.32% Western Asset Core Western Asset Core Plus Western Asset Core Plus (Global Client) Western Asset Managed Municipals 0.28% 0.20% Western Asset Enhanced Cash Constrained SMA Western Asset Enhanced Cash SMA Western Asset Tax-Aware Enhanced Cash SMA 0.10% Western Asset Corporate Bond Ladders 0.16% Western Asset Municipal Bond Ladders Western Asset Tax Aware Bond Ladders * These portfolios are referred to as “Taxable Fixed Income” for Raymond James clients. ** These portfolios are referred to as “Western Asset U.S Tax Exempt” for Ameriprise clients. Fee Rates or Ranges 0.50% Additional Investment Management Portfolios and Strategies (See Item 8) Franklin Templeton Multiple Discipline Accounts (MDAs) ClearBridge Dynamic MDA OSAM Canvas Managed Options Strategies 0.55% - 0.75% • Risk Managed Equity Option Overlay Strategy (overlay on select investment management portfolios) • Managed Call Selling Option Strategy (overlay on select investment management portfolios) o ClearBridge Dividend Strategy – Enhanced Income o ClearBridge Appreciation – Enhanced Income FTPPG generally considers client requests to negotiate investment management fee rates lower than the above fee rates. However, FTPPG in its sole discretion may refuse to agree to lower fee rates for any one or more clients. In addition, FTPPG may establish fee rates that are lower than the above fee rates for certain accounts in a particular Dual-Contract Program, 47  based on expectations as to future aggregate asset levels from clients of one or more particular Sponsor Firm representatives. FTPPG may establish fee rates that are higher than the above fee rates for accounts that have unique servicing needs or compliance requirements. In addition, FTPPG may establish fee rates that are different from the above fee rates for accounts in a particular Dual-Contract Program due to Sponsor Firm operational constraints, such as an inability to calculate and process fees under a tiered fee schedule. For client accounts in Dual-Contract Programs, FTPPG typically charges its investment management fee quarterly in advance. Following one of the approaches set forth below, the client’s Sponsor Firm typically deducts FTPPG’s fee from the client’s account and forwards the fee to FTPPG: 1. The Sponsor Firm calculates FTPPG’s fee based on the client’s agreed FTPPG fee rate and the value of the client account assets; or 2. The Sponsor Firm relies on FTPPG’s calculation of FTPPG’s fee based on the client’s agreed FTPPG fee rate and the value of the client account assets, as set forth in fee invoices FTPPG sends to the Sponsor Firm. Under both approaches, FTPPG’s fees typically are calculated in accordance with procedures, including those applicable to account additions and withdrawals, established by the client’s Sponsor Firm so that FTPPG’s fee is calculated following a methodology that is similar to that used in calculating the Sponsor Firm’s fee. For any one or more client accounts in a Dual-Contract Program, FTPPG may in its sole discretion agree to bill the client directly for its investment management fee instead of having the client’s Sponsor Firm follow one of the above fee-deduction approaches. In addition, FTPPG may in its sole discretion agree to charge its fee in arrears (instead of in advance) or more or less frequently than quarterly. FTPPG Fee Refunds in Dual-Contract Programs. If FTPPG’s management of a client’s Dual-Contract Program account is terminated during a period for which the client pre-paid FTPPG’s investment management fee, FTPPG will calculate the appropriate refund amount and send this amount to the client’s Sponsor Firm for forwarding to the client or deposit into an account the client maintains at the Sponsor Firm. FTPPG calculates refunds in these circumstances by: 1. dividing the number of days left (after termination) in the period for which the client paid the fee by the total number of days in the period; and 2. multiplying the result by the dollar amount of the pre-paid fee. FTPPG sends termination-related fee refunds to Sponsor Firms on a quarterly basis. Accordingly, there may be a delay of up to approximately ninety days between the time FTPPG’s management of a Dual-Contract Program account is terminated and the time FTPPG sends the related fee refund to the client’s Sponsor Firm. For single-contract program fee refund information, clients should refer to their Sponsor Firm’s Form ADV disclosure document or contact their Sponsor Firm representative. B. Other Fees and Expenses In addition to the investment management fees FTPPG receives for the investment advisory services FTPPG and the Subadvisers provide, a client generally will incur brokerage and trade execution costs for securities transactions FTPPG and the Subadvisers recommend or effect for the client’s account. These costs generally are imposed by the broker-dealer firms used to execute such transactions. For securities transactions executed by the client’s Sponsor Firm or by a broker-dealer the Sponsor Firm designates, these costs often are included in the fee the client pays to the client’s Sponsor Firm (in both Single-Contract Programs and Dual-Contract Programs). For securities transactions executed by another broker-dealer firm, these costs are in addition to fees the client pays to the client’s Sponsor Firm. For more information on brokerage and 48  transaction costs in investment programs for which FTPPG or a Subadviser selects broker-dealers to execute securities transactions for client accounts, clients should refer to Item 12 of this brochure. A client may also incur any one or more of the costs listed below. The costs described in items 1, 2 and 3 below, as well as the costs of trade execution by a client’s Sponsor Firm or designated broker-dealer (see above), typically are covered by the fees clients pay to their Sponsor Firms. 1. Fees for account custody services and related services such as security transfers and wire transfers. 2. Fees for investment advisory services a Sponsor Firm or other person or firm (other than FTPPG or a Subadviser) provides to the client. These may include services such as evaluation, recommendation and monitoring of investment managers, financial planning services and asset allocation advice. 3. Fees for account reporting by the client’s Sponsor Firm – for example, preparation of periodic account statements. 4. Any SEC fees, transfer taxes or other governmental charges based on securities transactions. 5. Conversion and foreign exchange fees and charges associated with purchases and sales of American Depositary Receipts (“ADRs”) in non-U.S. markets for ordinary shares underlying the ADRs. See Item 12 of this brochure for more information. 6. Ongoing custody or service fees charged by ADR depository banks for inventorying the underlying non-U.S. shares and performing related administrative services. 7. Internal fees and expenses of any mutual fund or ETF purchased or held for the client’s account, as part of the investment management portfolio the client selects or at the client’s direction. Mutual fund and ETF prospectuses, which should be available from Sponsor Firms, include descriptions of these fees and expenses. Clients should contact their Sponsor Firms and any other service providers for information on the costs associated with the services these firms provide, including the potential costs noted in items 1–4 above. The compensation FTPPG and the Subadvisers receive does not cover any of the potential costs noted in items 1–7 above. 49  Item 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT A. Performance-Based Fees and Side-by-Side Management Performance-based fees are investment advisory fees that are based on a share of capital gains on, or capital appreciation of, client assets. Performance-based fees do not include fees that are based merely on a percentage of client account assets managed or advised. FTPPG does not charge performance-based fees, but instead charges fees based on the amount of client account assets for which FTPPG, together with one or more of the Subadvisers, provides investment advisory services. The Subadvisers also do not charge performance-based fees for FTPPG client accounts. See Item 5 of this brochure for FTPPG/Subadviser fee information applicable to FTPPG client accounts. Each Subadviser may charge performance-based fees for certain client accounts that do not access its investment advisory services through FTPPG – i.e., non-FTPPG client accounts. These performance-based fees typically are based on account performance relative to a benchmark index agreed on by the Subadviser and the client. While performance fees are intended to reward the Subadviser for the successful pursuit of client investment goals, they could create an incentive for portfolio managers to take risks in managing client assets that they would not otherwise take. Each Sub-Adviser, including any of its portfolio management teams, may simultaneously manage or otherwise provide investment advice for non-FTPPG client accounts that are subject to performance-based fees and for non-performance fee FTPPG client accounts. As noted in Section B below, management of non-FTPPG client accounts, including those subject to performance-based fees, may differ from the management of FTPPG client accounts based on the particular needs and circumstances of client accounts. The side-by-side management or provision of investment advice for non-FTPPG client accounts that are subject to performance-based fees and for non-performance fee FTPPG client accounts could involve potential conflicts of interest by providing a Subadviser and the applicable portfolio management team with an incentive to favor such non-FTPPG client accounts over FTPPG client accounts in order to maximize the Subadviser’s performance fee revenues and to increase the compensation of portfolio management team members. The application of tax laws affecting performance-based fees or allocations can also create incentives and affect the behavior of portfolio managers. These potential conflicts of interest could involve: • Allocating the most attractive investment opportunities to performance fee accounts. Favoring the trading of performance fee accounts as to timing and execution price. • Timing the trading of non-performance fee accounts to benefit performance fee accounts (e.g. front running). • • Portfolio management team members disproportionately focusing their time and resources on performance fee accounts. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Potential Conflicts Relating to Advisory and Other Activities – Allocation of Investment Opportunities”) for more information regarding conflicts of interest related to allocation of investment opportunities. The Subadvisers seek to conduct their respective businesses by treating all clients equally and by appropriately managing potential conflicts of interest that arise when conducting transactions involving multiple clients. Each Subadviser addresses these potential conflicts of interest by: • maintaining policies and procedures that are designed to ensure that investment opportunities are allocated fairly and equitably to client accounts, including FTPPG client accounts and non-FTPPG client accounts; 50  • generally communicating investment decisions and recommendations that apply to FTPPG client accounts and non-FTPPG client accounts, that employ the same or substantially similar investment strategies, including performance-based fee accounts, at the same time, as described in Item 12 of this brochure; • regularly reviewing and comparing the performance of FTPPG client accounts with the performance of non-FTPPG client accounts that employ the same or substantially similar investment strategies (As noted in Item 4 and Item 8 of this brochure, a Subadviser’s management of FTPPG client accounts and non-FTPPG client accounts that employ the same or substantially similar investment strategies may differ based upon the particular needs and circumstances of the relevant client accounts); and • maintaining trade allocation policies and procedures designed to ensure that no client participating in an aggregated trade order is favored over another participating client account when, to the extent applicable, a Subadviser aggregates trades for FTPPG client accounts and non-FTPPG client performance-based fee accounts. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for further discussion on conflicts arising from clients investing alongside other clients and conflicts of interest related to valuation of investments; and Item 12 (“Brokerage Practices – Aggregation and Allocation of Trades”) for further discussion on aggregation and allocation of trades. B. Additional Side-by-Side Management Information Portfolio managers of each Subadviser may determine, in light of a client account’s available cash, investment objectives, restrictions, permitted investment techniques and other relevant considerations, that an investment opportunity is appropriate for only some of the client accounts under their management or that they should take differing positions with respect to a particular security on behalf of certain client accounts. Each Subadviser may give advice and take action in the performance of its duties to certain client accounts that differs from advice given, and/or the timing and nature of action taken, with respect to other client accounts. The timing and nature of action taken for one or more client accounts may positively or negatively impact one or more other client accounts. For example, the value of a security held in client accounts may be positively affected by purchases, and negatively affected by sales, of the same security for other client accounts. CINA Other types of side-by-side management can cause conflicts of interest. For instance, CINA’s portfolio managers, research analysts and traders (front office employees) aggregate orders for the clients of its parent, CIL. Their interest may be a direct ownership interest in a CIL managed fund (or a fund that invests in the fund or a separate account) or an indirect interest in a CIL managed fund, for example as a participant in a deferred compensation plan that invests in the fund. The discretionary and deferred bonus awarded to front office employees may be based on fund performance. Western Asset In the case of Western Asset, it may have conflicts of interest relating to its management of accounts, including commingled investment vehicles, in which Western Asset, its affiliate and/or its employees have a significant proprietary interest. The interest of Western Asset, its affiliate and/or its employees in an account may provide an incentive for Western Asset to favor such account over other client accounts. As noted above, Western Asset has adopted policies and procedures that are designed to ensure that investment opportunities are allocated fairly and equitably to client accounts. In addition, Western Asset monitors the trading activity in, and the performance of, accounts in which Western Asset, its affiliates and/or its employees have a significant proprietary interest to ensure that such accounts are not being favored over other client accounts. 51  Item 7 TYPES OF CLIENTS A. Clients FTPPG, together with the Subadvisers, provides investment advisory services for a wide range of clients in Sponsor Firm investment programs, including individuals, pension and profit-sharing plans, endowments, foundations, unions and state and local governmental entities. Sponsor Firms, which include broker-dealer firms, banks and investment advisory firms, are another type of client to which FTPPG and the Subadvisers may provide investment advisory services (for use by such Sponsor Firms or their designees in managing accounts on behalf of clients of such Sponsor Firms). B. Investment Minimums For new client accounts, FTPPG generally imposes the investment minimums listed below. FTPPG, in its sole discretion and in consultation with the applicable Subadvisers, may waive any one or more of these minimums for any one or more client accounts. In addition, for certain investment programs, FTPPG and a Sponsor Firm may establish investment minimums for particular investment management portfolios that are higher or lower than those indicated below. FTPPG, in its sole discretion and in consultation with the applicable Subadvisers, may freeze management of a client account in the event that the value of such account falls below the applicable investment minimum for the selected investment management portfolio. Equity Portfolios Subadvised by ClearBridge Investment Minimum $50,000 ClearBridge Appreciation* ClearBridge Dividend Strategy* ClearBridge Global Value ADR ClearBridge Growth* ClearBridge International Growth ADR* ClearBridge International Value ADR* ClearBridge Large Cap Growth* ClearBridge Large Cap Value* ClearBridge Mid Cap ClearBridge Mid Cap Growth ClearBridge Small Cap ClearBridge Small Cap Growth ClearBridge Sustainability Leaders ClearBridge Tactical Dividend Income ClearBridge Value* ClearBridge All Cap Growth* $75,000 $100,000 ClearBridge Global Growth ADR ClearBridge SMID Cap Growth 52  Balanced and Specialty Portfolios Subadvised by ClearBridge and Western Investment Minimum Asset or FAV $100,000 Balanced Franklin Templeton Appreciation* Franklin Templeton Balanced Income Franklin Templeton Dividend Strategy* Franklin Templeton Global Value ADR Franklin Templeton International Value ADR Franklin Templeton Large Cap Growth* Franklin Templeton Large Cap Value* Franklin Templeton Value* $125,000 Balanced Franklin Templeton All Cap Growth* $200,000 Balanced - Tax Favored Franklin Templeton All Cap Growth* Franklin Templeton Appreciation* Franklin Templeton Balanced Income with Municipals Franklin Templeton Dividend Strategy* Franklin Templeton Global Value ADR Franklin Templeton International Value ADR Franklin Templeton Large Cap Growth* Franklin Templeton Large Cap Value* Franklin Templeton Value *These strategies also may be available as part of ESG portfolios that integrate environmental, social and governance criteria. Portfolios Subadvised by CINA Investment Minimum ClearBridge Global Infrastructure Income $50,000 Portfolios Subadvised by FAV Investment Minimum Franklin Templeton Custom Asset Allocation Models $5,000 to $500,000 depending on implementation type Franklin Templeton Multi-Asset Class (See Item 8) $25,000 Franklin Templeton Core Multi Manager + Digital Assets ETF Franklin Equity Income $50,000 Franklin Rising Dividends Franklin Small Cap Growth Franklin Small-Mid Cap Growth Franklin Templeton Digital Assets Core Franklin Templeton Digital Assets Core Capped Franklin Templeton Digital Assets Dynamic BTC/ETH 53  Portfolios Subadvised by FAV Investment Minimum Franklin Templeton Low Volatility High Dividend Equity Franklin Corporate Ladder 1-3 Year $100,000 Franklin Corporate Ladder 1-5 Year Franklin Corporate Ladder 1-10 Year Franklin DynaTech Franklin Growth Franklin Growth Opportunities Franklin Intermediate Fixed Income Franklin Intermediate Government Bond Franklin Technology Franklin U.S. Government Ladder 1-5 Year Franklin U.S. Government Ladder 1-10 Year Franklin U.S. Government Ladder 5-20 Year Franklin Core $150,000 Franklin Core Plus Franklin U.S. Focused Growth Franklin Income $175,000 Franklin Intermediate Investment Grade Credit Franklin Intermediate Municipal Franklin Intermediate Municipal – Tax Managed Franklin Limited Maturity Municipal Franklin Municipal Ladder 1-3 Year Franklin Municipal Ladder 1-7 Year Franklin Municipal Ladder 1-15 Year Franklin Municipal Ladder 1-3 Year – Tax Managed Franklin Municipal Ladder 1-7 Year – Tax Managed Franklin Municipal Ladder 1-15 Year – Tax Managed Franklin Long Maturity Municipal $250,000 Franklin Municipal Enhanced Income* Franklin Municipal Ladder 5-20 Year Franklin Municipal Ladder 5-20 Year – Tax Managed Franklin Templeton U.S. Core Equity Direct Implementation Portfolios Putnam Ultra Short Duration Income Managed Account Franklin Municipal Green Bond $500,000 Franklin Custom Muni $3,000,000 Franklin High Yield Municipal $3,000,000 Franklin Intermediate High Yield Municipal $3,000,000 *Also known as “Franklin Multi-Strategy Municipal” by certain clients of Managed Account Advisers LLC in Merrill Lynch Investment Advisory Program. 54  Portfolios Subadvised by FMA Investment Minimum $50,000 Franklin Mutual Beacon Franklin Mutual International Value Franklin Mutual U.S. Large Cap Value Franklin Mutual U.S. Mid Cap Value Franklin Small Cap Value $100,000 Portfolios Subadvised by FTILLC Investment Minimum Franklin International Growth Equity ADR $100,000 Portfolios Subadvised by FTIML and FTIC (CO-MANAGED) Investment Minimum Templeton International Climate Change $50,000 Portfolios Subadvised by FTIML and TMAL (CO-MANAGED) Investment Minimum Templeton Emerging Markets $50,000 Portfolios Subadvised by CIML Investment Minimum ClearBridge Emerging Markets* $50,000 *Known as Martin Currie Emerging Markets prior to September 30, 2025. Portfolios Subadvised by Putnam Investment Minimum $50,000 Putnam U.S. Large Cap Value Equity Concentrated Putnam U.S. Large Cap Growth Equity Concentrated $100,000 Putnam International ADR ** Putnam Sustainable Future Putnam Sustainable Leaders Putnam U.S. Core Equity Concentrated Putnam U.S. Small Cap Growth Equity Putnam U.S. Small Cap Value Equity ** Known as Putnam International Durable Equity (ADR Only) prior to December 31, 2025. Portfolios Subadvised by Royce Investment Minimum $50,000 Royce Concentrated Value Royce Premier Royce Small-Cap Total Return Royce Smaller-Companies Growth Royce SMid-Cap Total Return Royce SMID Dividend Value Portfolios Subadvised by TGAL Investment Minimum Templeton Foreign ADR Only $100,000 55  Portfolios Subadvised by TICLLC Investment Minimum $100,000 Templeton Global ADR Equity Templeton International ADR Equity Portfolios Subadvised by Western Asset Investment Minimum Western Asset Corporate Bond Ladders $100,000 Western Asset GSM 3-Year Western Asset GSM 5-Year Western Asset GSM 7-Year Western Asset Gov/Corp* Western Asset Gov/Corp ESG Western Asset Intermediate Corporate Bond Western Asset Current Market Muni** Western Asset Current Market Muni ESG Western Asset Short-Term Muni Western Asset Core $150,000 Western Asset Core Plus Western Asset Core Plus (Global Client) Western Asset Managed Municipals $250,000 Western Asset Municipal Bond Ladders (1-5 Year)*** Western Asset Municipal Bond Ladders (1-10 Year)**** Western Asset Municipal Bond Ladders (1-15 Year)Western Asset Municipal Bond Ladders (1-17 Year)***** Western Asset Municipal Bond Ladders (1-30 Year)******* Western Asset Municipal Bond Ladders (Flexible Maturity)******* Western Asset Tax Aware Bond Ladders (1-5 Year) Western Asset Tax Aware Bond Ladders (1-10 Year) Western Asset Tax Aware Bond Ladders (1-15 Year) Western Asset Tax Aware Bond Ladders (1-17 Year) Western Asset Tax Aware Bond Ladders (1-30 Year) Western Asset Tax Aware Bond Ladders (Flexible Maturity) $500,000 Western Asset Municipal Opportunities Western Asset Tax Aware Western Asset Active Bond $1,000,000 $5,000,000 $20,000,000 Western Asset Custom Western Asset Custom Muni Western Asset Enhanced Cash SMA Western Asset Enhanced Cash Constrained SMA Western Asset Tax-Aware Enhanced Cash SMA $50,000,000 *These portfolios are referred to as “Taxable Fixed Income” for Raymond James clients. **These portfolios are referred to as “Western Asset U.S. Tax Exempt” for Ameriprise clients. ***These portfolios are referred to as “HTSPM Short Municipal Ladder” for Hilltop clients. 56  ****These portfolios are referred to as “HTSPM Short-Intermediate Municipal” for Hilltop clients. *****These portfolios are referred to as “HTSPM Intermediate Municipal Ladders” for Hilltop clients. ******These portfolios are referred to as “HTSPM Full Curve Municipal” for Hilltop clients. *******These portfolios are referred to as “HTSPM Flexible Maturity Strategy” for Hilltop clients. Additional Investment Management Portfolios and Strategies: FRANKLIN TEMPLETON MULTIPLE DISCIPLINE ACCOUNT®** Investment Management Portfolio Investment Minimum Franklin Templeton MDA0, MDA1, MDA2, MDA3 and MDA4 $150,000 Franklin Templeton – Multi-Cap Blend I and II Franklin Templeton – Global Mid-Large Cap Blend Franklin Templeton MDA5, MDA6, MDA7 and MDA8 $250,000 Franklin Templeton MDA0 – MDA4 Balanced $250,000 Franklin Templeton – Balanced Global Mid-Large Cap Blend Franklin Templeton MDA5 – MDA8 Balanced $350,000 Franklin Templeton MDA0 – MDA8 Balanced Tax-Favored $350,000 **For alternative names of certain Franklin Templeton Multiple Discipline Account portfolios, see the description of such portfolios contained in Item 8 of this brochure. Multiple Discipline Account® is a trademark of Morgan Stanley Smith Barney LLC (doing business as “Morgan Stanley Wealth Management”). FTPPG, which is not affiliated with Morgan Stanley Smith Barney, LLC, uses this trademark under license. 57  CLEARBRIDGE DYNAMIC MDAs Investment Management Portfolio Investment Minimum Global Dividend Balanced $300,000 Global Growth Global Growth and Value Global Growth and Value ESG U.S. Dividend Balanced U.S. Growth CUSTOM ASSET MANAGEMENT Investment Management Portfolio Investment Minimum Custom MDA $500,000 Custom Portfolios/ClearBridge Private Client Management $1,000,000 ClearBridge Taxable Fixed Income Management $250,000 ClearBridge Non-Taxable Fixed Income Management $250,000 ClearBridge Fixed Income ETF Models $50,000 OSAM CANVAS MANAGED OPTIONS STRATEGIES Investment Management Portfolio Investment Minimum OSAM Canvas Managed Options Strategies $250,000 • Risk Managed Equity Option Overlay Strategy (overlay on select investment management portfolios) • Managed Call Selling Option Overlay Strategy (overlay on select investment managed portfolios) o ClearBridge Dividend Strategy-Enhanced Income o ClearBridge Appreciation-Enhanced Income 58  Item 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS FTPPG and the Subadvisers make available a broad range of investment strategies, which may be referred to in this brochure as “investment management portfolios”, “portfolios”, “Model Portfolios” or “strategies”, and are listed and described below in Section A of this Item 8. Such descriptions include descriptions of how the Subadvisers formulate the investment advice reflected in the portfolios, including the Subadvisers’ methods of investment analysis. Each investment management portfolio involves risk of loss, which clients should be prepared to bear. The portfolio descriptions set forth below in Section A of this Item 8 identify the main risks for such portfolios. Appendix A to this brochure explains these risks. It is not practical to list all possible risks and one or more risks that this brochure does not identify for a portfolio nevertheless may result in losses for clients. For all portfolios, there is no assurance or guarantee that client investment objectives will be met. Section B of this Item 8 describes Custom Asset Management services FTPPG, ClearBridge and Western Asset may make available. Section C of this Item 8 sets forth certain additional information relating to the investment management portfolios that FTPPG and the Subadvisers make available. A. Investment Management Portfolios: Descriptions and Main Risks The investment management portfolios FTPPG and the Subadvisers may make available in Sponsor Firm investment programs include the portfolios listed below, which are grouped by Subadvisers. One or more of the Subadvisers makes investment decisions or (where another firm has investment discretion) recommendations for each portfolio, as indicated below. For portfolios that are branded “Franklin Templeton,” including balanced portfolios and Multiple Discipline Account portfolios, the portfolio description set forth below or separately provided to the client indicates which Subadviser is responsible for each investment style represented in the portfolio. Clients should check with their Sponsor Firm representatives for portfolio availability. Certain portfolios may be referred to by different names at particular Sponsor Firms. Some of those naming differences are identified below, but FTPPG has no control over and is often unaware of the naming convention utilized by a Sponsor Firm. Portfolios for which the Subadvisers provide investment subadvisory services to FTPPG include the following: Portfolios Subadvised by ClearBridge Single Style Equity • ClearBridge All Cap Growth1 • ClearBridge Appreciation1 • ClearBridge Dividend Strategy1 • ClearBridge Global Growth ADR1 • ClearBridge Global Value ADR1 • ClearBridge Growth • ClearBridge International Growth ADR • ClearBridge International Value ADR1 • ClearBridge Large Cap Growth1 • ClearBridge Large Cap Value1 • ClearBridge Mid Cap • ClearBridge Mid Cap Growth • ClearBridge Small Cap • ClearBridge Small Cap Growth 59  • ClearBridge SMID Cap Growth • ClearBridge Sustainability Leaders • ClearBridge Tactical Dividend Income • ClearBridge Value1 ESG (including Faith-Based) ClearBridge Value ESG1 Franklin Templeton Multiple Discipline Account 1 ESG1 • ClearBridge All Cap Growth ESG1 • ClearBridge Appreciation ESG1 • ClearBridge Dividend Strategy ESG1 • ClearBridge Dividend Strategy ESG Catholic • ClearBridge Growth ESG • ClearBridge International Growth ADR ESG • ClearBridge International Growth ADR ESG Catholic • ClearBridge International Value ADR ESG • ClearBridge International Value ADR ESG Catholic • ClearBridge Large Cap Growth ESG1 • ClearBridge Large Cap Growth ESG Catholic • ClearBridge Large Cap Value ESG1 • ClearBridge Large Cap Value ESG Catholic • • ClearBridge Value ESG Catholic • Specialty/Multi-Style • • Franklin Templeton Balanced Income (Fixed Income portion of portfolio managed by Western Asset) Franklin Templeton Balanced Income with Municipals (Fixed Income portion of portfolio managed by Western Asset) Custom Asset Management (See Item 8.B.) • ClearBridge Fixed Income ETF Models • ClearBridge Non-Taxable Fixed Income Management • ClearBridge Taxable Fixed Income Management • Custom MDA • Custom Portfolios/ClearBridge Private Client Management Portfolios Subadvised by CINA • ClearBridge Global Infrastructure Income Portfolios Subadvised by FAV FAV – Equity/Specialty Franklin DynaTech Franklin Equity Income Franklin Growth Franklin Growth Opportunities Franklin Income Franklin Rising Dividends • • • • • • 60  Franklin Small Cap Growth Franklin Small-Mid Cap Growth Franklin Technology Franklin Templeton U.S. Core Equity Direct Implementation Portfolios Franklin Templeton Digital Assets Core Franklin Templeton Digital Assets Core Capped Franklin Templeton Digital Assets Dynamic BTC/ETH Franklin Templeton Low Volatility High Dividend Equity Franklin U.S. Focused Growth • • • • • • • • • FAV – Fixed Income Franklin Core Franklin Core Plus Franklin Corporate Ladder 1-10 Year2 Franklin Corporate Ladder 1-3 Year2 Franklin Corporate Ladder 1-5 Year2 Franklin Custom Muni Franklin High Yield Municipal Franklin Intermediate Fixed Income Franklin Intermediate Government Bond Franklin Intermediate High Yield Municipal Franklin Intermediate Investment Grade Credit2 Franklin Intermediate Municipal Franklin Intermediate Municipal – Tax Managed Franklin Limited Maturity Municipal Franklin Long Maturity Municipal Franklin Municipal Enhanced Income3 Franklin Municipal Green Bond Franklin Municipal Ladder 1- 15 Year – Tax Managed Franklin Municipal Ladder 1-15 Year Franklin Municipal Ladder 1-3 Year Franklin Municipal Ladder 1-3 Year – Tax Managed Franklin Municipal Ladder 1-7 Year Franklin Municipal Ladder 1-7 Year – Tax Managed Franklin Municipal Ladder 5-20 Year Franklin Municipal Ladder 5-20 Year – Tax Managed Franklin U.S. Government Ladder 1-10 Year Franklin U.S. Government Ladder 1-5 Year Franklin U.S. Government Ladder 5-20 Year • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Putnam Ultra Short Duration Income Managed Account FAV – Multi-Asset Class Franklin Custom Income UCITS Model Franklin Templeton Alternative Completion Franklin Templeton Custom Asset Allocation Franklin Templeton Core Multi-Manager ESG Models Franklin Templeton Core Multi-Manager + Digital Assets ETF Models Franklin Templeton Dynamic Core Models • • • • • • 61  • • • • • • • • • • • • • Franklin Templeton Dynamic Core with Liquid Alternatives Models Franklin Templeton Multi-Manager Dynamic Income Models Franklin Templeton Multi-Manager Dynamic Income ETF Models Franklin Templeton Core Multi-Manager ETF Models Franklin Templeton Multi-Manager High Income Model4 Franklin Templeton Multi-Manager HNW Models Franklin Templeton Core Multi-Manager Models Franklin Templeton Core Multi-Manager Mutual Fund Models Franklin Templeton Strategic Real Return FAV and FTIC (co-managed) Franklin Templeton Multi-Manager UCITS Equity Model Franklin Templeton Multi-Manager UCITS Fixed Income Model Franklin Templeton Multi-Manager UCITS ETF Models FMA Franklin Mutual Beacon Franklin Mutual International Value Franklin Mutual Small-Mid Cap Value Franklin Mutual U.S. Large Cap Value Franklin Mutual U.S. Mid Cap Value Franklin Small Cap Value • • • • • • FTILLC Franklin International Growth Equity ADR • FTIML and FTIC (co-managed) • Templeton International Climate Change FTIML and TAML (co-managed) • Templeton Emerging Markets Portfolios Subadvised by CIML • ClearBridge Emerging Markets* *Known as Martin Currie Emerging Markets prior to September 30, 2025. Portfolios Subadvised by Putnam • Putnam International ADR **5 • Putnam Sustainable Future • Putnam Sustainable Leaders • Putnam U.S. Core Equity Concentrated • Putnam U.S. Large Cap Growth Equity Concentrated • Putnam U.S. Large Cap Value Equity Concentrated • Putnam U.S. Small Cap Growth Equity • Putnam U.S. Small Cap Value Equity **Known as Putnam International Durable Equity (ADR Only) prior to December 31, 2025. 62  Portfolios Subadvised by Royce • Royce Concentrated Value • Royce Premier • Royce Small-Cap Total Return • Royce Smaller-Companies Growth • Royce SMid-Cap Total Return • Royce SMID Dividend Value Portfolios Subadvised by TGAL • Templeton Foreign ADR Only Portfolios Subadvised by TICLLC Templeton Global ADR Equity Templeton International ADR Equity • • Portfolios Subadvised by Western Asset Fixed Income – Taxable • Western Asset Active Bond • Western Asset Core • Western Asset Core Plus • Western Asset Core Plus (Global Client) • Western Asset Corporate Bond Ladders • Western Asset GSM 3-Year • Western Asset GSM 5-Year • Western Asset GSM 7-Year • Western Asset Gov/Corp6 • Western Asset Gov/Corp ESG • Western Asset Enhanced Cash SMA • Western Asset Enhanced Cash Constrained SMA • Western Asset Intermediate Corporate Bond • Western Asset Custom Fixed Income – Tax Favored • Western Asset Current Market Muni7 • Western Asset Current Market Muni ESG • Western Asset Short-Term Muni • Western Asset Managed Municipals • Western Asset Municipal Opportunities • Western Asset Tax-Aware Enhanced Cash SMA • Western Asset Municipal Bond Ladders8 • Western Asset Tax Aware • Western Asset Tax Aware Bond Ladders • Western Asset Custom Muni 63  Additional Portfolios Franklin Templeton Multiple Discipline Account1 • • ClearBridge Dynamic MDAs • OSAM Canvas Managed Option Strategies o Risk Managed Equity Option Strategy (overlay on select investment management portfolios) o Managed Call Selling Option Strategy (overlay on select investment management portfolios) ▪ ClearBridge Dividend Strategy – Enhanced Income ▪ ClearBridge Appreciation-Enhanced Income 1May be available in equity and balanced formats. 2FAV has retained its affiliate, FTILLC, as a sub-adviser to assist in managing these strategies. 3Also known as “Franklin Multi-Strategy Municipal” by certain clients of Managed Account Advisors LLC in Merrill Lynch Investment Advisory Program. 4This portfolio is referred to as “Franklin Multi-Manager High Income Model” for AssetMark clients. 5Putnam has retained its affiliate, FTIML, as a sub-adviser to assist in managing this strategy. FTIML subadvises Putnam, not FTPPG, for this strategy, unlike with respect to other FTIML strategies described in this brochure, and investors in this strategy should refer to the Putnam disclosures set forth in this brochure for more information. 6These portfolios are referred to as “Taxable Fixed Income” for Raymond James clients. 7These portfolios are referred to as “Western Asset U.S Tax Exempt” for Ameriprise clients. 8For Hilltop clients, these portfolios are referred to as follows: Western Asset Municipal Bond Ladders (1-5 Year) as “HTSPM Short Municipal Ladder”; Western Asset Municipal Bond Ladders (1-10 Year) as “HTSPM Short-Intermediate Municipal”; Western Asset Municipal Bond Ladders (1-17 Year) as “HTPSM Intermediate Municipal Ladder”; Western Asset Municipal Bond Ladders (1-30 Year) as “HTSPM Full Curve Municipal”; and Western Asset Municipal Bond Ladders (Flexible Maturity) as “HTSPM Flexible Maturity Strategy”. Working with a Sponsor Firm representative, the client typically determines his or her investment strategy based on personal circumstances and objectives and selects one or more investment management portfolios. Clients are responsible for asset allocation decisions when selecting portfolios. Unless otherwise noted, FTPPG and the Subadvisers do not provide asset allocation advice. FTPPG makes available some of the portfolios in multiple formats, including an equity format, a balanced format, which includes equity and fixed income allocations, and a balanced tax-favored format, where municipal securities represent the fixed income portion of the account.3 The following is a description of the investment management portfolios for which the Subadvisers provide investment subadvisory services to FTPPG: Portfolios Subadvised by ClearBridge Single Style Equity ClearBridge All Cap Growth The ClearBridge All Cap Growth portfolios seek long-term capital appreciation by investing in a diversified portfolio of large, mid and small capitalization stocks the portfolio managers believe have the potential for above-average long-term earnings and/or cash flow growth. While most investments are in U.S. companies, the portfolio managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. 3 FTPPG and the Subadvisers do not provide tax advice. Clients should consult their own tax advisers for tax advice. 64  In addition to making the ClearBridge All Cap Growth portfolios available in an equity format, FTPPG may make these portfolios available in a taxable balanced format (in which U.S. Government and/or corporate debt securities represent the fixed income portion of the portfolios) and a tax-favored balanced format (in which municipal securities represent the fixed income portion of the portfolios). Western Asset or FAV (depending on the platform) manages the fixed income portion of balanced portfolios, seeking to add stability and generate income. FTPPG refers to balanced portfolios as Franklin Templeton All Cap Growth Balanced portfolios. and Industry Investment Risk and, Issuer for balanced Risks. The main risks for ClearBridge All Cap Growth portfolios are General Investment Risk, Concentration Risk, Small Cap Risk, Mid Cap Risk, High Volatility Risk, Non-U.S. portfolios, Credit Risk, Interest Rate Risk and Illiquidity Risk. See Appendix A for explanations of these risks. ClearBridge Appreciation The ClearBridge Appreciation portfolios seek long-term capital appreciation by investing primarily in core portfolios of quality large-capitalization companies. The portfolio managers may also invest client portfolios in selected mid and small capitalization companies. The managers seek to create diversified portfolios, believing this approach may help portfolios benefit over time from changes in market and economic cycles and also help reduce overall portfolio volatility. Investments generally include companies the managers believe have superior demonstrated or expected growth characteristics and whose stocks are available at reasonable prices, and/or companies whose assets or earning power the managers believe are either unrecognized or undervalued by the market. While most investments are in U.S. companies, the managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. In addition to making the ClearBridge Appreciation portfolios available in an equity format, FTPPG may make these portfolios available in a taxable balanced format (in which U.S. Government and/or corporate debt securities represent the fixed income portion of the portfolios) and a tax-favored balanced format (in which municipal securities represent the fixed income portion of the portfolios). Western Asset or FAV (depending on the platform) manages the fixed income portion of balanced portfolios, seeking to add stability and generate income. FTPPG refers to balanced portfolios as Franklin Templeton Appreciation Balanced portfolios. Risks. The main risks for ClearBridge Appreciation portfolios are General Investment Risk, Small Cap Risk, Mid Cap Risk and, for balanced portfolios, Credit Risk, Interest Rate Risk and Illiquidity Risk. See Appendix A for explanations of these risks. ClearBridge Dividend Strategy The ClearBridge Dividend Strategy portfolios seek dividend income, growth of dividend income, and long-term capital appreciation. The portfolio managers invest the portfolios primarily in stocks that either pay an existing dividend or that they expect will pay a dividend in the near future. The managers may also make limited investments in non-dividend-paying stocks that are not expected to pay a dividend in the future. The managers seek to maintain diversified portfolios. In addition, the managers seek to invest at reasonable valuations, and they also seek a target dividend yield for portfolios that exceeds the S&P 500’s dividend yield. The managers seek to keep portfolio turnover low to allow for the positive compounding effect of dividends over time, although market, security and other investment considerations may cause turnover to be higher from time to time. While most investments are in large and mid capitalization U.S. companies, the managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets, and in small capitalization companies. In addition to making the ClearBridge Dividend Strategy portfolios available in an equity format, FTPPG may make these portfolios available in a taxable balanced format (in which U.S. Government and/or corporate debt securities represent the fixed income portion of the portfolios) and a tax-favored balanced format (in which municipal securities represent the fixed income portion of the portfolios). Western Asset or FAV (depending on the platform) manages the fixed income portion of 65  balanced portfolios, seeking to add stability and generate additional income. FTPPG refers to balanced portfolios as Franklin Templeton Dividend Strategy Balanced portfolios. Risks. The main risks for ClearBridge Dividend Strategy portfolios are General Investment Risk, Small Cap Risk, Mid Cap Risk, Non-U.S. Investment Risk and, for balanced portfolios, Credit Risk, Interest Rate Risk and Illiquidity Risk. See Appendix A for explanations of these risks. ClearBridge Global Growth ADR The ClearBridge Global Growth ADR portfolios seek long-term growth of capital through investment in U.S. companies and non-U.S. companies in both developed and emerging markets. These investments may include stocks of U.S. companies, ADRs of non-U.S. companies, U.S.-traded stocks that result from the conversion of ADRs and ordinary shares of non-U.S. companies that trade on U.S. exchanges. The portfolio managers employ a research process centered on valuation, high active share and a long-term investment horizon. The strategy invests in companies that the portfolio managers believe will offer above-average growth potential and trade at a discount to the portfolio managers’ assessment of their intrinsic value. ADRs are U.S.-traded securities that represent shares of a foreign-based corporation held by a custodian. ADRs entitle the shareholder to all dividends, net of any applicable local withholding taxes, and capital gains that would be paid on the company’s ordinary shares. In addition to making the ClearBridge Global Growth ADR portfolios available in an equity format, FTPPG may make these portfolios available in a taxable balanced format (in which U.S. Government and/or corporate debt securities represent the fixed income portion of the portfolios) and a tax-favored balanced format (in which municipal securities represent the fixed income portion of the portfolios). Western Asset or FAV (depending on the platform) manages the fixed income portion of balanced portfolios, seeking to add stability and generate additional income. FTPPG refers to balanced portfolios as Franklin Templeton Global Growth ADR Balanced portfolios. Risks. The main risks for ClearBridge Global Growth ADR portfolios are General Investment Risk, Non-U.S. Investment Risk, Small Cap Risk and Mid Cap Risk and, for balanced portfolios, Credit Risk, Interest Rate Risk and Illiquidity Risk. See Appendix A for explanations of these risks. ClearBridge Global Value ADR The ClearBridge Global Value ADR portfolios seek to provide a value-based, global equity strategy that will outperform the MSCI World Index over 3-5 years, with risk similar to the Index. The portfolio managers invest in ADRs drawn from the universe of international companies with ADRs listed on the major U.S. exchanges and that have market capitalizations of greater than $100 million. The managers may also make investments in equity securities of U.S. companies. The managers invest the portfolios primarily in ADRs, but may also make limited investments in U.S.-traded stocks of non-U.S. and U.S. companies engaged in significant non-U.S. business. These limited investments may include U.S.-traded stocks that result from the conversion of ADRs, as well as other U.S.-traded stocks. ADRs are U.S.-traded securities that represent shares of a foreign-based corporation held by a custodian. ADRs entitle the shareholder to all dividends, net of any applicable local withholding taxes, and capital gains that would be paid on the company’s ordinary shares. The portfolios’ investments in non-U.S. companies may include companies in emerging markets as well as companies in developed markets. In addition to making the ClearBridge Global Value ADR portfolios available in an equity format, FTPPG may make these portfolios available in a taxable balanced format (in which U.S. Government and/or corporate debt securities represent the fixed income portion of the portfolios) and a tax-favored balanced format (in which municipal securities represent the fixed income portion of the portfolios). Western Asset or FAV (depending on the platform) manages the fixed income portion of balanced portfolios, seeking to add stability and generate additional income. FTPPG refers to balanced portfolios as Franklin Templeton Global Value ADR Balanced portfolios. 66  Risks. The main risks for ClearBridge Global Value ADR portfolios are General Investment Risk, Non-U.S. Investment Risk, Small Cap Risk and Mid Cap Risk and, for balanced portfolios, Credit Risk, Interest Rate Risk and Illiquidity Risk. See Appendix A for explanations of these risks. ClearBridge Growth The ClearBridge Growth portfolios seek long-term capital appreciation by investing in the stocks of companies the portfolio managers believe have the potential for above-average long-term earnings and/or cash flow growth. The managers may invest in stocks of small, mid and large capitalization companies (all capitalization ranges will not necessarily be represented) and may concentrate large portions of client accounts in individual securities and industries they believe have the potential for earnings and/or cash flow growth in excess of that expected for the market as a whole. While most investments are in U.S. companies, the managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. Risks. The main risks for ClearBridge Growth portfolios are General Investment Risk, Industry and Issuer Concentration Risk, Small Cap Risk, Mid Cap Risk, Non-U.S. Investment Risk and High Volatility Risk. See Appendix A for explanations of these risks. ClearBridge International Growth ADR The ClearBridge International Growth ADR portfolios employ a long-term, bottom-up approach, using proprietary and independent research. The portfolio managers seek long-term growth of capital by investing the portfolios in well-managed businesses whose intrinsic value does not appear to be recognized by the markets. Under normal market conditions, the managers invest at least 80% of a portfolio’s assets in larger companies they believe have strong balance sheets and good management. The managers then complement these core holdings with investments in smaller, less well-known companies that they believe offer unique products or services or have strong niche positions locally or globally. The managers invest the portfolios primarily in ADRs, but may also make limited investments in U.S.-traded stocks of non-U.S. and U.S. companies engaged in significant non-U.S. business. These limited investments may include U.S.-traded stocks that result from the conversion of ADRs, as well as other U.S.-traded stocks. ADRs are U.S.-traded securities that represent shares of a foreign- based corporation held by a custodian. ADRs entitle the shareholder to all dividends, net of any applicable local withholding taxes, and capital gains that would be paid on the company’s ordinary shares. The portfolios’ investments in non-U.S. companies may include companies in emerging markets as well as companies in developed markets. Risks. The main risks for ClearBridge International Growth ADR portfolios are General Investment Risk, Non-U.S. Investment Risk, Small Cap Risk and Mid Cap Risk. See Appendix A for explanations of these risks. ClearBridge International Value ADR The ClearBridge International Value ADR portfolios seek to provide a value-based, international equity strategy that will outperform the MSCI EAFE Index over 3-5 years, with risk similar to the Index. The portfolio managers invest in ADRs drawn from the universe of international companies with ADRs listed on the major U.S. exchanges and that have market capitalizations of greater than $100 million. The managers invest the portfolios primarily in ADRs, but may also make limited investments in U.S.-traded stocks of non-U.S. and U.S. companies engaged in significant non-U.S. business. These limited investments may include U.S.-traded stocks that result from the conversion of ADRs, as well as other U.S.-traded stocks. ADRs are U.S.-traded securities that represent shares of a foreign-based corporation held by a custodian. ADRs entitle the shareholder to all dividends, net of any applicable local withholding taxes, and capital gains that would be paid on the company’s ordinary shares. The portfolios’ investments in non-U.S. companies may include companies in emerging markets as well as companies in developed markets. In addition to making the ClearBridge International Value ADR portfolios available in an equity format, FTPPG may make these portfolios available in a taxable balanced format (in which U.S. Government and/or corporate debt securities represent 67  the fixed income portion of the portfolios) and a tax-favored balanced format (in which municipal securities represent the fixed income portion of the portfolios). Western Asset or FAV (depending on the platform) manages the fixed income portion of balanced portfolios, seeking to add stability and generate additional income. FTPPG refers to balanced portfolios as Franklin Templeton International Value ADR Balanced portfolios. Risks. The main risks for ClearBridge International Value ADR portfolios are General Investment Risk, Non-U.S. Investment Risk, Small Cap Risk and Mid Cap Risk and, for balanced portfolios, Credit Risk, Interest Rate Risk and Illiquidity Risk. See Appendix A for explanations of these risks. ClearBridge Large Cap Growth The ClearBridge Large Cap Growth portfolios seek consistent growth of capital while minimizing volatility. They seek to outperform the Russell 1000 Growth Index over a full market cycle and perform well in rising markets while outperforming the Russell 1000 Growth Index in declining markets. While most investments are in U.S. companies, the portfolio managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. In addition to making the ClearBridge Large Cap Growth portfolios available in an equity format, FTPPG may make these portfolios available in a taxable balanced format (in which U.S. Government and/or corporate debt securities represent the fixed income portion of the portfolios) and a tax-favored balanced format (in which municipal securities represent the fixed income portion of the portfolios). Western Asset or FAV (depending on the platform) manages the fixed income portion of balanced portfolios, seeking to add stability and generate income. FTPPG refers to balanced portfolios as Franklin Templeton Large Cap Growth Balanced portfolios. Risks. The main risks for ClearBridge Large Cap Growth portfolios are General Investment Risk and Non-U.S. Investment Risk and, for balanced portfolios, Credit Risk, Interest Rate Risk and Illiquidity Risk. See Appendix A for explanations of these risks. ClearBridge Large Cap Value The ClearBridge Large Cap Value portfolios seek long-term capital appreciation by employing fundamental research in an effort to identify securities with favorable risk-adjusted return characteristics. The portfolio management team constructs the portfolios on a bottom-up basis by considering a number of variables such as business fundamentals, valuation, free cash flow generation, earnings growth, management quality and competitive positioning. The team invests the portfolios primarily in large capitalization companies, but may also make limited investments in mid-capitalization companies. While most investments are in U.S. companies, the team may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. The benchmark index for the ClearBridge Large Cap Value portfolios is the Russell 1000 Value Index. In addition to making the ClearBridge Large Cap Value portfolios available in an equity format, FTPPG may make these portfolios available in a taxable balanced format (in which U.S. Government and/or corporate debt securities represent the fixed income portion of the portfolios) and a tax-favored balanced format (in which municipal securities represent the fixed income portion of the portfolios). Western Asset or FAV (depending on the platform) manages the fixed income portion of balanced portfolios, seeking to add stability and generate income. FTPPG refers to balanced portfolios as Franklin Templeton Large Cap Value Balanced portfolios. Risks. The main risks for ClearBridge Large Cap Value portfolios are General Investment Risk, Mid Cap Risk and, for balanced portfolios, Credit Risk, Interest Rate Risk and Illiquidity Risk. See Appendix A for explanations of these risks. ClearBridge Mid Cap The ClearBridge Mid Cap portfolios seek long-term growth of capital and consistently superior returns relative to the Russell Mid Cap Index. The portfolio managers seek to achieve these objectives by investing in mid capitalization equity securities using a disciplined process combining quantitative and fundamental analysis. The managers seek out companies with the 68  ability to generate strong free cash flow, supportive balance sheets, undervalued earnings potential and/or management teams that demonstrate capital discipline. They generally diversify portfolio investments across several economic sectors, investing primarily in companies having market capitalizations within the capitalization range of the Russell Mid Cap Index. While most investments are in U.S. companies, the managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. Risks. The main risks for ClearBridge Mid Cap portfolios are General Investment Risk, Mid Cap Risk and Non-U.S. Investment Risk. See Appendix A for explanations of these risks. ClearBridge Mid Cap Growth The ClearBridge Mid Cap Growth portfolios seek long-term capital appreciation and consistently superior returns relative to the Russell Mid Cap Growth Index. The portfolio managers seek to achieve these objectives by investing in a group of mid capitalization equity securities selected for their long-term growth potential. The portfolio managers follow an investment process that seeks out companies with growth potential, competitive advantage and capital discipline. They generally diversify portfolio investments across several economic sectors, investing primarily in companies having market capitalizations within the capitalization range of the Russell Mid Cap Growth Index. While most investments are in U.S. companies, the managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. Risks. The main risks for ClearBridge Mid Cap Growth portfolios are General Investment Risk, Mid Cap Risk and Non-U.S. Investment Risk. See Appendix A for explanations of these risks. ClearBridge Small Cap The ClearBridge Small Cap portfolios seek long-term capital appreciation. The ClearBridge portfolio managers pursue this objective by investing primarily in equity securities of small capitalization companies. The managers may also make limited investments in mid-sized companies. The managers follow a value discipline in selecting securities and seek to purchase securities at discounts to the managers’ assessment of their intrinsic value. While most investments are in U.S. companies, the manager may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. Risks. The main risks for ClearBridge Small Cap portfolios are General Investment Risk and Small Cap Risk. See Appendix A for explanations of these risks. ClearBridge Small Cap Growth The ClearBridge Small Cap Growth portfolios seek long-term growth of capital. The portfolio managers select investments using a growth-oriented investment style that emphasizes small U.S. companies believed to have one or more positive investment attributes. These attributes may include superior management teams, good prospects for growth, dominant positions in a niche market or large company customers, and strong or improving financial conditions, as well as other positive investment attributes. The managers generally use a bottom-up approach when selecting investments and may concentrate investments in certain geographic regions and/or industries. While most investments are in U.S. companies, the managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. The ClearBridge Small Cap Growth portfolios may also include limited investments in ETFs to gain broader access to specific growth industries or sectors primarily as a vehicle to manage strategy factor risk. In addition to the fees charged at the account level, a client will bear a proportionate share of the separate fees and expenses incurred by any ETF in which the client’s account is invested for such purposes. Risks. The main risks for ClearBridge Small Cap Growth portfolios are General Investment Risk, Small Cap Risk, High Volatility Risk and Non-U.S. Investment Risk. See Appendix A for explanations of these risks. 69  ClearBridge SMID Cap Growth ClearBridge SMID Cap Growth portfolios seek long-term capital appreciation by investing in a concentrated portfolio of stocks of small and medium sized companies selected for their growth potential. Small and medium sized companies are those typically with market capitalizations within the range of the Russell 2500 Growth Index. The portfolio managers seek out companies with good prospects for growth, competitive advantage and capital discipline. The managers generally use a bottom-up approach when selecting investments and may concentrate investments in certain geographic regions and/or industries. While most investments are in U.S. companies, the managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. Risks. The main risks for ClearBridge SMID Cap Growth portfolios are General Investment Risk, Small Cap Risk, Mid Cap Risk, Industry Concentration Risk, Issuer Concentration Risk and Non-U.S. Investment Risk. See Appendix A for explanations of these risks. ClearBridge Sustainability Leaders The ClearBridge Sustainability Leaders portfolios seek to provide long-term capital growth by investing in common stocks and other equity securities of companies that meet the portfolio managers’ financial and sustainability/environmental, social and governance (“ESG”) criteria. The portfolios may also invest in companies that the portfolio managers believe are making substantial progress toward becoming a leader in sustainability and ESG policies. The portfolio managers’ ESG and sustainability evaluation is integrated into a thorough assessment of investment worthiness based on financial criteria. The portfolios will invest primarily in common stocks and other equity securities of U.S. companies, but also may invest in ADRs and U.S.-traded equity securities of foreign issuers. Determination of sustainability/ESG leadership is based on ClearBridge’s proprietary research approach and long-standing experience managing ESG investment strategies. The portfolio managers consider a sustainable company to be one that (i) offers products and services that have a positive impact on society; and (ii) has well defined strategies in place to ensure longevity as an investment. Sustainability is not limited to environmental stewardship, but also includes a company’s policies in regard to treating employees fairly and furthering their professional development, interacting in a positive way within its local community, promoting safety at all times, managing its supply chain responsibly, and employing corporate governance practices that are shareholder friendly and transparent. ClearBridge’s fundamental research analysts assign a proprietary ESG rating to each company under their coverage by sector and lead the company engagements for impact assessments. Risks. The main risks for ClearBridge Sustainability Leaders portfolios are General Investment Risk, ESG Investing Risk, Small Cap Risk, Mid Cap Risk and Non-U.S. Investment Risk. See Appendix A for explanations of these risks. ClearBridge Tactical Dividend Income The ClearBridge Tactical Dividend Income portfolios seek to generate high current income, with capital appreciation as a secondary objective, by investing in a diversified portfolio of income-producing equity and equity-related securities, including common stocks, preferred stocks, convertible securities, master limited partnerships (“MLPs”) that do not issue K- 1s, real estate investment trusts (“REITs”), business development companies (“BDCs”) and other investments with comparable economic characteristics. The strategy may invest in equity and equity-related securities of issuers with any market capitalization. The managers seek out companies with sound or improving balance sheets, solid returns, and relatively predictable earnings and cash flow streams and opportunistically utilize equity-related securities in addition to common stocks to supplement yield and provide further diversification. As part of their investment process, they review macroeconomic and capital market conditions, assess attractiveness of equity income asset classes (stocks, MLPs, REITs, convertibles and preferred stocks), 70  identify secular and cyclical growth opportunities and screen for stocks with attractive relative and historical valuations as well as for higher-yielding, equity-related securities, issued by sound, attractively valued companies. Risks. The main risks for ClearBridge Tactical Dividend Income portfolios are General Investment Risk, Illiquidity Risk, Business Development Companies (BDCs) Risk, Master Limited Partnerships (MLP) Risk, Real Estate Investment Trusts (REITs) Risk and Energy Sector Risk. ClearBridge Value The ClearBridge Value portfolios apply value criteria to attempt to find the most inefficiently priced stocks in the small, mid and large capitalization sectors. The ClearBridge Value portfolio managers regularly review the investment universe with the goal of finding attractive gaps between a security’s market price and the team’s assessment of the issuer’s underlying business value. The portfolio managers continually update their assessment of business value using fundamental analysis, complemented by broad quantitative data on market sectors and individual issues. The goal of this value process is to achieve above-average returns while also seeking to provide downside risk management. While most investments are in U.S. companies, the managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. In addition to making the ClearBridge Value portfolios available in an equity format, FTPPG may make these portfolios available in a taxable balanced format (in which U.S. Government and/or corporate debt securities represent the fixed income portion of the portfolios) and a tax-favored balanced format (in which municipal securities represent the fixed income portion of the portfolios). Western Asset or FAV (depending on the platform) manages the fixed income portion of balanced portfolios, seeking to add stability and generate income. FTPPG refers to balanced portfolios as Franklin Templeton Value Balanced portfolios. Risks. The main risks for ClearBridge Value portfolios are General Investment Risk, Small Cap Risk, Mid Cap Risk, Non-U.S. Investment Risk and, for balanced portfolios, Credit Risk, Interest Rate Risk and Illiquidity Risk. See Appendix A for explanations of these risks. ESG (including Faith-Based) ClearBridge All Cap Growth ESG ClearBridge Appreciation ESG ClearBridge Dividend Strategy ESG ClearBridge Dividend Strategy ESG Catholic ClearBridge Growth ESG ClearBridge International Growth ADR ESG ClearBridge International Growth ADR ESG Catholic ClearBridge International Value ADR ESG ClearBridge International Value ADR ESG Catholic ClearBridge Large Cap Growth ESG ClearBridge Large Cap Growth ESG Catholic 71  ClearBridge Large Cap Value ESG ClearBridge Large Cap Value ESG Catholic ClearBridge Value ESG ClearBridge Value ESG Catholic Franklin Templeton Multiple Discipline Account®1 ESG In the Environmental, Social and Governance (“ESG”) portfolios, ClearBridge integrates environmental, social and governance criteria into its fundamental research and portfolio construction process for the following underlying ClearBridge investment strategies: ClearBridge All Cap Growth, ClearBridge Appreciation, ClearBridge Dividend Strategy, ClearBridge Growth, ClearBridge International Growth ADR, ClearBridge International Value ADR, ClearBridge Large Cap Growth, ClearBridge Large Cap Value, ClearBridge Value, and Franklin Templeton Multiple Discipline Account®1. All portfolio candidates for the ESG strategies are reviewed by the ClearBridge fundamental research analysts (by sector and portfolio), and by the respective portfolio managers, for their investment attractiveness and ESG characteristics. The research analysts assign a proprietary ESG rating to all companies under their coverage in the ESG strategies and those ratings are communicated in all research notes. The ClearBridge ESG investment process seeks to employ a best-in-class approach, utilizing proprietary, industry-specific and thematic research supported by the fundamental research analysts. As part of its research and engagement process, ClearBridge attempts to communicate directly with portfolio company management on a regular basis concerning the company’s sustainability strategy and societal impact, as well as with representatives of certain other key company stakeholders. Certain portfolio company candidates may be excluded due to investments in companies that the sector or portfolio analyst determines are significantly involved in the manufacture of tobacco and alcohol products, the provision of gaming services, the production of nuclear power, and the manufacture of weapons (investments in other companies may also be excluded based on ClearBridge’s proprietary research evaluation). FTPPG and ClearBridge also offer certain ESG portfolios that incorporate faith-based screens, including ClearBridge Dividend Strategy ESG Catholic, ClearBridge International Growth ADR ESG Catholic, ClearBridge International Value ADR ESG Catholic, ClearBridge Large Cap Growth ESG Catholic, ClearBridge Large Cap Value ESG Catholic and ClearBridge Value ESG Catholic portfolios. FTPPG and ClearBridge may offer additional ESG portfolios that incorporate other faith-based or specific ESG screens. In addition, clients may request additional, customized social screens (such as specific mission-consistent, or faith-based screens, etc.), subject to portfolio manager approval. When a security that would be held in portfolios in the underlying, unscreened investment strategy is excluded based on the fundamental research team’s proprietary ESG research, or due to an exclusionary screen (e.g., tobacco), the portfolio managers will seek to invest the cash that would have been invested in such security in an alternate investment and/or allocate such cash to other investments held in the portfolio. In addition, ClearBridge actively votes proxies for portfolio company securities in accordance with ClearBridge’s Proxy Voting Policy and Procedures. In addition to making the ESG portfolios available in an equity format, FTPPG may make certain of the ESG portfolios available in a taxable balanced format (in which U.S. Government and/or corporate debt securities represent the fixed income portion of the portfolios) and a tax-favored balanced format (in which municipal securities represent the fixed income portion of the portfolios). Western Asset or FAV (depending on the platform) manages the fixed income portion of balanced portfolios, seeking to add stability and generate income. While each of Western Asset and FAV, as applicable, incorporates ESG considerations in its investment analysis and decision-making as part of its overall investment philosophy, neither Western Asset nor FAV applies specific ESG screens to the fixed income portion of balanced portfolios unless this is separately agreed to with the client. FTPPG refers to balanced ESG portfolios as Franklin Templeton ESG Balanced portfolios. 72  Descriptions of the underlying ClearBridge investment strategies offered as part of the ESG portfolios, including applicable risk information, are presented separately in this Item 8. The ESG portfolios are also subject to ESG Investing Risk. See Appendix A for an explanation of this risk. Specialty/Multi-Style Franklin Templeton Balanced Income The Franklin Templeton Balanced Income portfolios seek long-term capital growth and high current income. The portfolio managers seek to achieve these objectives through a combination of asset allocation (among equities, fixed income securities and cash equivalents) and fundamental stock analysis stressing a long-term value orientation. ClearBridge determines the portfolios’ allocations among equities, fixed income securities and cash equivalents. ClearBridge selects equity investments for the portfolios and Western Asset selects fixed income investments. Equity investments may include common stocks, convertible preferred stocks, shares of real estate investment trusts (REITs), and other types of equity and equity-related securities. Many of the equity investments are large capitalization stocks, but the ClearBridge portfolio managers may also invest in small and mid capitalization stocks and, to a limited extent, in ETFs representing U.S. securities markets, industry and market capitalization sectors, non-U.S. country and regional markets, and other types of non-U.S. securities markets and market sectors (e.g., emerging markets). In addition to the fees charged at the account level, a client will bear a proportionate share of the fees and expenses incurred by any ETF held in the client’s account. While most equity investments are in U.S. companies, the ClearBridge portfolio managers may also invest the portfolios in ADRs and U.S.- traded ordinary shares of non-U.S. companies in developed and emerging markets. Fixed income investments for these portfolios have an average maturity of ten years or less and may include U.S. Treasury and U.S. Government agency issues. Risks. The main risks for Balanced Income portfolios are General Investment Risk, Small Cap Risk, Mid Cap Risk, Illiquidity Risk, Credit Risk, Interest Rate Risk and Asset Allocation Risk. See Appendix A for explanations of these risks. Franklin Templeton Balanced Income with Municipals These portfolios seek long-term capital growth (taxable) and high current income, some taxable and some exempt from regular U.S. income tax. The portfolio managers seek to achieve these objectives through a combination of asset allocation (among equities, fixed income securities and cash equivalents) and fundamental stock analysis stressing a long-term value orientation. ClearBridge determines the portfolios’ allocations among equities, fixed income securities and cash equivalents. ClearBridge selects equity investments for the portfolios and Western Asset selects fixed income investments. Equity investments may include common stocks, convertible and non-convertible preferred stocks, shares of real estate investment trusts (REITs), and other types of equity and equity-related securities. Equity-related securities may include convertible bonds, given their equity conversion features. Many of the equity investments are large capitalization stocks, but the ClearBridge portfolio managers may also invest in small and mid capitalization stocks and, to a limited extent, ETFs representing U.S. securities markets, industry and market capitalization sectors, non-U.S. country and regional markets, and other types of non-U.S. securities markets and market sectors (e.g., emerging markets). In addition to the fees charged at the account level, a client will bear a proportionate share of expenses incurred by any ETF held in the client’s account. While most equity investments are in U.S. companies, the ClearBridge managers may also invest the portfolios in ADRs and U.S.- traded ordinary shares of non-U.S. companies in developed and emerging markets. Fixed income investments for these portfolios consist of municipal bonds. The Western Asset managers select municipal bonds with a focus on diversification within sectors and regions and high credit quality. By actively managing the municipal bond portions of accounts, Western Asset seeks to enhance returns and reduce risks by seeking to take advantage of shifts in the municipal yield curve, credit quality spreads and variations in market sectors. There are no restrictions on the average maturity of the municipal bond portions of client accounts. Depending on Western Asset’s interest rate outlook, the average maturity of municipal bonds in accounts generally ranges from three to seven years. 73  Risks. The main risks for Balanced Income with Municipals portfolios are General Investment Risk, Small Cap Risk, Mid Cap Risk, Credit Risk, Interest Rate Risk, Illiquidity Risk and Asset Allocation Risk. See Appendix A for explanations of these risks. Portfolios Subadvised by CINA ClearBridge Global Infrastructure Income ClearBridge Global Infrastructure Income are global portfolios utilizing U.S. listed infrastructure securities and ADRs that aim to deliver risk-adjusted returns to equity with a balance between income and capital returns. These portfolios are designed for investors with an investment time horizon of three to five years. Risks. The main risks for ClearBridge Global Infrastructure Income portfolios are General Investment Risk, Concentration Risk, Illiquidity Risk, Infrastructure Investment Risk, Interest Rate Risk and Non-U.S. Investment Risk (including Emerging Markets Risk). Portfolios Subadvised by FAV The Accounts advised by FAV accommodate a variety of investment goals and risk tolerances – from capital appreciation (with more growth-oriented strategies) to capital preservation (with fixed-income strategies). In seeking to achieve an Account’s specific investment objectives, each portfolio emphasizes different strategies and invests in different types of securities. FAV does not typically seek to recommend a particular type of security to a client. The following describes the specific methods of analysis and investment strategies of FAV for its SMA Program clients. For more information about the specific methods of analysis and investment strategies of the Advisers’ non-SMA Program clients, please see FAV’s Non- SMA Program Brochures. FAV utilizes various investment strategies for its SMA Program clients. FAV’s investment management services incorporate fundamental investment research and valuation analyses, including original economic, political, industry and company research, and analyses of suppliers, customers and competitors. Company research includes the utilization of such sources as company public records and other publicly available information, management interviews, company-prepared information, and company visits and inspections. In addition, research services provided by brokerage firms are used to support FAV’s findings. FAV – Equity/Specialty Franklin DynaTech Franklin DynaTech is a high growth strategy that focuses its investments on innovation. The portfolio management team seeks to identify companies that are leaders in innovation, take advantage of new technologies, have superior management, and/or benefit from new industry conditions in the dynamically changing global economy. The strategy is free to invest in any company of any size, sector, or country (using ADRs only) that the team believes is at the forefront of innovation. Portfolio positioning is a direct result of the investment team’s fundamental bottom-up security selection process. Risks. The main risks for Franklin DynaTech portfolios are General Investment Risk, Concentration Risk, Mid Cap Risk, Non- U.S. Investment Risk (including Emerging Markets Risk) and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Equity Income The Franklin Equity Income strategy is a fundamentally driven strategy which focuses on income generation with capital appreciation by investing predominantly in equity and equity-related securities. The strategy aims to invest in a broadly 74  diversified portfolio of equity securities that the investment manager considers to be financially strong, with a focus on “blue chip” companies. Risks. The main risks for Franklin Equity Income portfolios are General Investment Risk, Blend Style Investing Risk, Concentration Risk, Credit Risk, Interest Rate Risk and Non-U.S. Investment Risk (including Emerging Markets Risk). See Appendix A for explanations of these risks. Franklin Growth Franklin Growth provides exposure to U.S. equities with the potential for achieving sustainable long-term earnings and cash flow growth. The strategy pursues long-term capital appreciation by identifying companies with wide economic moats, strong management teams and sustainable growth opportunities that can be held through multiple business cycles. These companies include current and emerging industry leaders as well as newer high-growth companies. Portfolio weights are the result of the team’s bottom-up, fundamental research approach. Risks. The main risks for Franklin Growth portfolios are General Investment Risk, Concentration Risk, Mid Cap Risk, Non- U.S. Investment Risk (including Emerging Markets Risk) and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Growth Opportunities Franklin Growth Opportunities is a growth strategy focused on best-in-class companies that are levered to multi-year growth trends, emerging profit cycles, and digital transformation themes. The portfolio typically invests across the market cap spectrum in U.S. equities that meet FAV’s investment criteria of growth, quality, and valuation. Risks. The main risks for Franklin Growth Opportunities portfolios are General Investment Risk, Concentration Risk, Mid Cap Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Income The Franklin Income strategy is a fundamentally driven, flexible asset allocation portfolio that invests in a diversified portfolio of debt and equity securities, with the primary goal of income generation with prospects for capital appreciation. The strategy may shift its investments from one asset class to another based on the investment manager’s analysis of the best opportunities for the portfolio in a given market. Equity securities in which the strategy invests in consists primarily of common stocks; debt securities include a variety of fixed, floating and variable rate instruments. The portfolio will invest in Completion Portfolio (no-fee mutual funds) sub-advised by FAV. The Equity Completion Portfolio may include common and preferred stock, equity-linked securities, including equity-linked notes, non-USD equities, and equity derivatives. The Equity Completion Portfolio may purchase or write option contracts to earn additional income for the portfolio. The Fixed Income Completion Portfolio may include high yield bonds, bank loans, mortgage and asset backed securities, non-USD bonds, and fixed income derivatives. The Fixed Income Completion Portfolio may invest in high yield corporate bonds that are below investment grade (rated lower than BBB). Risks. The main risks for Franklin Income portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Credit Risk, Extension Risk, Interest Rate Risk, Non-U.S. Investment Risk (including Emerging Markets Risk) and Prepayment Risk. See Appendix A for explanations of these risks. Franklin Rising Dividends Franklin Rising Dividends is a core equity strategy providing exposure to U.S. stocks with dividend growth histories and prospects. With its focus on dividend growth, investing in high-yielding stocks or providing steady income is not the primary objective of the strategy. While there is a quantitative aspect to the security screening process, portfolio holdings are based 75  on a fundamental and qualitative assessment by the investment team, and the portfolio weights reflect portfolio manager conviction around the surety and magnitude of future dividend increases. Risks. The main risks for Franklin Rising Dividends portfolios are General Investment Risk, Concentration Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk) and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Small Cap Growth The Franklin Small Cap Growth strategy is a growth portfolio which primarily invests in the equity securities of small-cap companies. Small-cap companies are defined as companies with market capitalizations not exceeding (i) $1.5 billion or (ii) the highest market capitalization in the Russell 2000 Index, whichever is greater, at the time of purchase. FAV uses fundamental, “bottom-up” research to seek companies meeting its criteria of growth potential, quality and valuation. The investment team uses fundamental research to evaluate competitive structures of entire industries, and targets companies with strong and improving competitive positions in attractive markets. An Account using this strategy, from time to time, may have significant positions in particular sectors such as information technology (including technology equipment and hardware, technology services, software and internet services), healthcare, consumer discretionary and industrials. Risks. The main risks for Franklin Small Cap Growth portfolios are General Investment Risk, Concentration Risk, Illiquidity Risk, Mid Cap Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Small-Mid Cap Growth The Franklin Small-Mid Cap Growth seeks long-term capital appreciation by investing in equity securities of small and medium-sized companies. The strategy uses a growth approach that employs intensive, bottom-up, fundamental company research. The investment manager seeks to identify and invest in high-quality companies with sustainable competitive advantages that offer attractive growth profiles. While most investments are in U.S. companies, the managers may also invest in ADRs and U.S. traded shares of non-U.S. companies in developed and emerging markets. Risks. The main risks for the Franklin Small-Mid Cap Growth portfolios are General Investment Risk, Concentration Risk, Illiquidity Risk, Mid Cap Risk and Small Cap Risk. Franklin Technology The Franklin Technology portfolio seeks long-term capital appreciation by investing primarily in a portfolio of companies expected to benefit from the development, advancement, and use of technology and communication services and equipment. The strategy uses a growth approach that employs intensive, bottom-up, fundamental research of companies. The portfolio managers also take into consideration broad-based trends when considering the selection of investments. In general, portfolio managers look for companies they believe display, or will display, some of the following characteristics, among others: quality management; robust growth prospects; strong market positioning; high, or rising profit margins; and good return on capital investment. While most investments are in U.S. companies, the managers may also invest in ADRs and U.S.-traded ordinary shares of non-U.S. companies in developed and emerging markets. Risks. The main risks for the Franklin Technology portfolio are General Investment Risk, Technology Sector Risk, Industry Concentration Risk, Issuer Concentration Risk, Mid Cap Risk, Small Cap Risk, and Non-US Investment Risk. See Appendix A for explanations of these risks. Franklin Templeton U.S. Core Equity Direct Implementation Portfolios The Franklin Templeton U.S. Core Equity Direct Implementation Portfolios seek to deliver long-term capital appreciation through a diversified, high-conviction portfolio of approximately 60 holdings. The strategy is benchmarked to the S&P 500 Index and is designed to provide core exposure to U.S. large cap equities. It integrates the best ideas from Franklin 76  Templeton’s leading equity managers, leveraging their complementary styles and deep research capabilities to construct a portfolio that balances growth, value, and blend characteristics. The strategy aims to outperform the benchmark over a full market cycle while maintaining risk characteristics consistent with large cap equity investing. Risks. The main risks of the Franklin Templeton U.S. Core Equity Direct Implementation Portfolios are General Investment Risk, Concentration Risk, Blend Style Investing Risk, Mid Cap Risk, and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Digital Assets Core Franklin Templeton Digital Assets Core (a “Digital Assets Strategy” and collectively with Franklin Templeton Digital Assets Core Capped, the “Digital Assets Strategies”) is a strategy that selects its Digital Assets (as defined below) based on various factors including market capitalization, protocol type and volume. The portfolio management team includes assets based on a proprietary tokenomics scoring system, which identifies Digital Assets that may benefit from the economic value created by the associated protocol and excludes stablecoins and meme coins. Tokenomics refers to the subject of understanding the supply and demand and economic characteristics of Digital Assets. The resulting portfolio typically targeting top 10-15 assets is ordinarily rebalanced to the Digital Assets’ market capitalization monthly. Risks. The main risks for Franklin Templeton Digital Assets Core portfolios are General Investment Risk, Asset Allocation Risk, Concentration Risk, Digital Assets Investments Risk, High Volatility Risk and Illiquidity Risk. See Appendix A for explanations of these risks. Franklin Templeton Digital Assets Core Capped Franklin Templeton Digital Assets Core Capped is a strategy that selects its Digital Assets based on various factors including market capitalization, protocol type and volume. The portfolio management team includes assets based on a proprietary tokenomics scoring system, which identifies Digital Assets that may benefit from the economic value created by the associated protocol and excludes stablecoins and meme coins. The resulting portfolio typically targeting top 10-15 assets is ordinarily rebalanced monthly such that the weights are in a similar rank-order to the Digital Assets’ market capitalization. This strategy caps two of the largest non-stablecoin Digital Assets at approximately 25% each of the overall portfolio. Risks. The main risks for Franklin Templeton Digital Assets Core Capped portfolios are General Investment Risk, Asset Allocation Risk, Concentration Risk, Digital Assets Investments Risk, High Volatility Risk and Illiquidity Risk. See Appendix A for explanations of these risks. Franklin Templeton Digital Assets Dynamic BTC/ETH Franklin Templeton Digital Assets Dynamic BTH/ETH is a strategy whose objective is to provide a long only portfolio of BTC, ETH and potentially cash where weights are determined through a fundamental research process to establish the relative risk and return prospects of each crypto currency. The strategy will seek to generate excess return or alpha over a market cap weight benchmark BTC and ETH. From time to time, an account may hold up to 60% USD or Stable Coins. Risks. The main risks for Franklin Templeton Digital Assets Dynamic BTC/ETH portfolios are General Investment Risk, Asset Allocation Risk, Concentration Risk, Digital Assets Investments Risk, High Volatility Risk and Illiquidity Risk. See Appendix A for explanations of these risks. Franklin Templeton Low Volatility High Dividend Equity The Franklin Templeton Low Volatility High Dividend Equity strategy uses a “passive” or indexing investment approach to achieve its investment objective. The strategy is designed to track the investment results of a particular index which seeks to provide more stable income through investments in stocks of profitable companies with relatively high dividend yields 77  and lower price and earnings volatility. The index is based on a proprietary methodology created and sponsored by FAV. Stocks in the index must have demonstrated profitability over the last four fiscal quarters as a whole. Stocks whose yields are not supported by earnings are excluded from the index. The index’s components are reconstituted annually and rebalanced quarterly. The index is designed to provide a strong yield component while seeking to achieve superior risk- adjusted returns versus the market. Risks. The main risks for Franklin Templeton Low Volatility High Dividend Equity portfolios are General Investment Risk, Asset Allocation Risk, Concentration Risk, High Volatility Risk, Illiquidity Risk, Mid Cap Risk, Real Estate Investment Trusts (REITs) Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin U.S. Focused Growth Franklin U.S. Focused Growth seeks capital appreciation by investing in a concentrated portfolio of equity securities. The strategy seeks high-quality companies that the investment team considers to be poised for revenue, earnings or asset growth, and whose valuations do not fully reflect their long-term growth potential relative to business and financial risks. Risks. The main risks for Franklin U.S. Focused Growth portfolios are General Investment Risk, Concentration Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk) and Small Cap Risk. See Appendix A for explanations of these risks. FAV - Fixed Income Franklin Core The portfolio seeks income by selecting investments such as corporate, agency, securitized, and sovereign bonds that the investment manager believes have potential to provide consistent income. The portfolio maintains the flexibility to invest in securities from a variety of sectors, but predominantly invests in investment grade debt securities. Risks. The main risks for the Franklin Core portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Prepayment Risk, Sovereign Debt Risk and Currency Risk. Franklin Core Plus The portfolio seeks income by selecting investments such as corporate, agency, securitized, and sovereign bonds that the investment manager believes have potential to provide consistent income. The portfolio maintains the flexibility to invest in securities from a variety of sectors. Risks. The main risks for the Franklin Core Plus portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Prepayment Risk, Sovereign Debt Risk and Currency Risk. Franklin Corporate Ladders The investment management team manages portfolios composed primarily of investment grade corporate credit issues. Using a bottom-up, relative value strategy, the team seeks to provide capital appreciation with a high level of current income. At least every other year in the ladder will have a bond position with a corresponding maturity in that year for the complete maturity range of the strategy. Franklin bond ladders seek to deliver income opportunities from a portfolio of corporate securities with laddered maturities. The strategy invests in fundamentally strong corporate issuers, seeking to take advantage of relative valuation differences between industries, issuers and individual bond issues. Currently, 1-3 year, 1-5 year and 1-10 year maturity ranges are available in this strategy. Risks. The main risks for Franklin Corporate Ladder portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. 78  Franklin Municipal Ladders The portfolio seeks a high level of current income by investing across different municipal issuers. At least every other year in the ladder will have a muni position with a corresponding maturity in that year for the complete maturity range of the strategy. Franklin municipal bond ladders are designed to deliver tax-free income opportunities by investing across different municipal issuers. Our strategy invests in high-quality bonds, seeking to take advantage of relative valuation differences between sectors, geographic regions, issuers and individual bond issues. Currently, 1-3 year, 1-7 year, 1-15 year and 5-20 year maturity ranges are available in this strategy. The portfolio can be offered as either a national portfolio, or, for a limited number of states, either a state-specific portfolio or state-preference portfolio. For state-specific portfolios, Franklin seeks to invest substantially all, or all of the portfolio in municipal securities the income from which is exempt from state income taxes in the specified state. For state-preference portfolios, Franklin emphasizes investments in municipal securities the income from which is exempt from state income taxes in the specified state but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. Risks. The main risks for Franklin Municipal Ladder portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Franklin Municipal Ladder - Tax Managed The portfolio seeks a high level of current income by investing across different municipal issuers. The strategy places an emphasis on tax-management as part of the ongoing portfolio management process. This emphasis focuses on consistently harvesting losses to offset gains as the market price changes allow. At least every other year in the ladder will have a muni position with a corresponding maturity in that year for the complete maturity range of the strategy. Franklin municipal bond ladders are designed to deliver tax- free income opportunities by investing across different municipal issuers. Our strategy invests in high- quality bonds, seeking to take advantage of relative valuation differences between sectors, geographic regions, issuers, and individual bond issues. Currently, 1-3 year, 1-7 year, 1-15 year and 5-20 year maturity ranges are available in this strategy. The portfolio can be offered as either a national portfolio, or, for a limited number of states, either a state-specific portfolio or state-preference portfolio. For state-specific portfolios, Franklin seeks to invest substantially all, or all of the portfolio in municipal securities the income from which is exempt from state income taxes in the specified state. For state-preference portfolios, Franklin emphasizes investments in municipal securities the income from which is exempt from state income taxes in the specified state but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. Risks. The main risks for Franklin Municipal Ladder – Tax Managed portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Franklin U.S. Government Ladders The investment management team manages portfolios composed of laddered U.S. Government securities. FAV seeks to provide current income with principal stability. At least every other year in the ladder will have a bond position with a corresponding maturity in that year for the complete maturity range of the strategy. The bond ladders seek to deliver current income with principal stability from a portfolio of securities with laddered maturities. The strategy invests in high- quality U.S. Treasury and U.S. Agency securities. Currently, 1-5 year, 1-10 year, and 5-20 year maturity ranges are available in this strategy. Risks. The main risks for Franklin U.S. Government Ladder portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. 79  Franklin Custom Muni Franklin Custom Muni Portfolios are customized portfolios of municipal securities that are professionally managed in accordance with specific investment guidelines developed by the client in conjunction with the client’s financial advisor and/or with the client’s Sponsor Firm and FAV based on the client’s circumstances, financial needs, and objectives or based on criteria established by the client’s Sponsor Firm. Such guidelines may address one or more of the following: maturity and duration limitations applicable to overall portfolio or to individual holdings, credit quality specifications applicable to overall portfolio, including high-yield and actions that must be taken in the event of credit downgrades; individual issuer concentration limitations; sector exposure limitations or restrictions; exposure guidelines, limitations or restrictions for specific states; limitations or restrictions with respect to securities subject to alternative minimum tax (AMT); ability to invest in securities other than tax-free municipal securities, including without limitation taxable municipal bonds, corporate bonds, U.S. Treasury or agency securities, preferred stock and variable rate demand notes; the extent to which portfolio should focus on “total return” or “income generation targets” limitations on realization of short-term or long-term capital gains; and target levels of cash or short-term maturity instruments. Risks. The main risks for Franklin Custom Muni portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Franklin High Yield Municipal The investment management team manages portfolios composed of municipal bonds including higher yielding, lower quality exposures. Using a bottom-up, income-focused strategy, FAV seeks to offer capital preservation and appreciation along with a high level of current tax-free income. The Franklin High Yield Municipal portfolio seeks high, current, tax-free income through investments in municipal bonds across the investment & non-investment grade credit spectrum and invests across the entire maturity spectrum. The portfolio is typically offered as a nationally diverse portfolio. Risks. The main risks for Franklin High Yield Municipal portfolios are General Investment Risk, Concentration Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanation of these risks. Franklin Intermediate Fixed Income The Franklin Intermediate Fixed Income strategy focuses on investments in high-quality bonds, seeking to take advantage of relative valuation differences between asset classes, sectors, issuers and individual bond issues, with the objective of producing a high level of current income and generating total return opportunities. The strategy seeks to provide high current income consistent with preservation of capital. The investment process aims to produce “alpha” from superior sector allocation, security selection, and macro positions. The strategy brings together Franklin Templeton Fixed Income macro, fundamental, and quantitative research in a core fixed income offering. The strategy focuses on investment grade debt securities and government and corporate debt securities. Risks. The main risks for Franklin Intermediate Fixed Income portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. 80  Franklin Intermediate Government Bond The investment management team manages portfolios composed primarily of intermediate maturity U.S. Government securities. Using a risk-managed, top-down/bottom-up approach via active management of duration, yield curve, sector allocation and issue selection, FAV seeks to provide capital appreciation along with current income. Risks. The main risks for Franklin Intermediate Government Bond portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Franklin Intermediate High Yield Municipal The investment management team manages portfolios composed of municipal bonds including higher yielding, lower quality exposures. Using a bottom-up, income-focused strategy, FAV seeks to offer capital preservation and appreciation along with a high level of current tax-free income. The Franklin Intermediate High Yield Municipal portfolio seeks high, current, tax-free income by through investments in municipal bonds across the investment & non-investment grade credit spectrum with an intermediate duration target (typically 5-7 years). The portfolio is typically offered as a nationally diverse portfolio. Risks. The main risks for Franklin Intermediate High Yield Municipal portfolios are General Investment Risk, Concentration Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanation of these risks. Franklin Intermediate Investment Grade Credit The investment management team manages portfolios composed primarily of investment grade corporate/credit issues. Using a bottom-up, relative value strategy, FAV seeks to provide capital appreciation with a high level of current income. Risks. The main risks for Franklin Intermediate Investment Grade Credit portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Franklin Intermediate Municipal The investment management team manages portfolios composed primarily of high-quality intermediate-term municipal bonds. Using a bottom-up, income-focused strategy, FAV seeks to offer capital preservation and appreciation, along with a high level of current tax-free income. The strategy seeks to provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of investors’ capital. The portfolio can be offered as either a national portfolio, or, for a limited number of states, either a state-specific portfolio or state-preference portfolio. For state-specific portfolios, FAV seeks to invest all or substantially all of the portfolio in municipal securities the income from which is exempt from state income taxes in the specified state. For state-preference portfolios, FAV emphasizes investments in municipal securities the income from which is exempt from state income taxes in the specified state but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. Risks. The main risks for Franklin Intermediate Municipal portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Franklin Intermediate Municipal - Tax Managed The investment management team manages portfolios composed primarily of high-quality intermediate term municipal bonds. The strategy places an emphasis on tax management as part of the ongoing portfolio management process. This emphasis focuses on consistently harvesting losses to offset gains as market price changes allow. Using a bottom-up, 81  income-focused strategy, FAV seeks to offer capital preservation and appreciation, along with a high level of current tax- free income. The strategy seeks to provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of investors’ capital. The portfolio can be offered as either a national portfolio, or, for a limited number of states, either a state-specific portfolio or state-preference portfolio. For state-specific portfolios, FAV seeks to invest all or substantially all of the portfolio in municipal securities the income from which is exempt from state income taxes in the specified state. For state-preference portfolios, FAV emphasizes investments in municipal securities the income from which is exempt from state income taxes in the specified state but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. Risks. The main risks for Franklin Intermediate Municipal – Tax Managed portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Franklin Limited Maturity Municipal The investment management team manages portfolios composed primarily of high-quality limited maturity municipal bonds. Using a bottom-up, income-focused strategy, FAV seeks to offer capital preservation and appreciation, along with a high level of current tax-free income. The strategy seeks to provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of investors’ capital. The portfolio can be offered as either a national portfolio, or, for a limited number of states, either a state-specific portfolio or state-preference portfolio. For state-specific portfolios, FAV seeks to invest all or substantially all of the portfolio in municipal securities the income from which is exempt from state income taxes in the specified state. For state-preference portfolios, FAV emphasizes investments in municipal securities the income from which is exempt from state income taxes in the specified state but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. Risks. The main risks for Franklin Limited Maturity Municipal portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Franklin Long Maturity Municipal The investment management team manages portfolios composed primarily of high quality long-term municipal bonds. Using a bottom-up, income-focused strategy, FAV seeks to offer capital preservation and appreciation, along with a high level of current tax-free income. The strategy seeks to provide investors with as high a level of income exempt from federal income taxes as is consistent with prudent investment management and the preservation of investors’ capital. The portfolio can be offered as either a national portfolio, or, for a limited number of states, either a state-specific portfolio or state- preference portfolio. For state-specific portfolios, FAV seeks to invest all or substantially all of the portfolio in municipal securities the income from which is exempt from state income taxes in the specified state. For state-preference portfolios, FAV emphasizes investments in municipal securities the income from which is exempt from state income taxes in the specified state but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. Risks. The main risks for Franklin Long Maturity Municipal portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Franklin Municipal Green Bond The investment management team manages portfolios composed primarily of high-quality long-term municipal bonds. Using a bottom-up, income-focused strategy, FAV seeks to offer capital preservation and appreciation, along with a high level of current tax-free income, maximizing income exempt from federal income taxes to the extent consistent with prudent 82  investing and the preservation of shareholders' capital. The strategy invests at least 80% of its net assets in municipal green bonds. The portfolio invests in projects and programs that target, among other things, renewable energy, energy efficiency, pollution prevention and control, environmentally sustainable management of living natural resources and land use, clean transportation, sustainable water and wastewater management and green buildings. Franklin Municipal Green Bond may be made available within an FTPPG “balanced portfolio” alongside other affiliated advisers. See FTPPG’s brochure for more information. Risks. The main risks for Franklin Municipal Green Bond portfolios are General Investment Risk, Concentration Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Franklin Municipal Enhanced Income The investment management team manages portfolios composed primarily of high-quality intermediate-term municipal bonds combined with an allocation to higher yielding, lower quality exposures via a zero-fee commingled vehicle. Using a bottom-up, income-focused strategy, FAV seeks to offer capital preservation and appreciation along with a high level of current tax-free income. The portfolio can be offered as a state-specific portfolio in California and as a state-preference portfolio which emphasizes investments in municipal securities the income from which is exempt from state income taxes in the specified state but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. This strategy is also known as “Franklin Multi-Strategy Municipal” by certain clients of Managed Account Advisors LLC in Merrill Lynch Investment Advisory Program. Risks. The main risks for Franklin Municipal Enhanced Income portfolios are General Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk and Prepayment Risk. See Appendix A for explanations of these risks. Putnam Ultra Short Duration Income Managed Account The Ultra Short Duration Income Managed Account strategy seeks as high a rate of current income as the investment management team believes is consistent with preservation of capital and maintenance of liquidity through a diversified portfolio composed primarily of individual short-duration, investment-grade rated fixed income securities and a pooled vehicle of similar fixed income securities. The strategy provides exposure to a wider range of income opportunities and has the potential to offer higher income than other short-term investments. The Ultra Short Duration Income Managed Account strategy utilizes both individual securities and investments in the Putnam Ultra Short MAC Series (the “Fund”), which is a proprietary no-fee mutual fund established exclusively for use within SMA Programs that permits access to security types that are difficult to implement directly for SMA Program investors. Exposure to certain sectors and security types, including derivatives, are gained via the Fund, which is used in combination with selected individual securities to implement the strategy. Risks. The main risks of Putnam Ultra Short Duration Income Managed Account portfolios are General Investment Risk, Credit Risk, Extension Risk, Interest Rate Risk, Non-U.S. Investment Risk and Prepayment Risk. See Appendix A for explanations of these risks. The risks associated with investments in the Fund, as described above, are described in the Fund’s prospectus. FAV - Multi-Asset Class Franklin Templeton Alternative Completion The Franklin Templeton Alternative Completion Portfolio is a global allocation strategy that seeks to complement traditional equity and fixed income by investing in alternative mutual funds and ETFs that offer more flexibility than traditional 83  investment constraints. The portfolio combines non-traditional fixed income and equity strategies that have low correlation to each other into a single strategy that seeks to provide return potential regardless of market direction. The portfolio’s asset allocation of the strategy is generally reviewed and adjusted on an annual basis. Risks. The main risks for Franklin Templeton Alternative Completion portfolios are General Investment Risk, Asset Allocation Risk, Blend Style Investment Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Custom Asset Allocation Models Franklin Templeton Custom Asset Allocation Models are bespoke investment solutions designed to align with the specific goals, preferences, and constraints of each client. Developed in collaboration with sponsor firms to define one or more investment strategies and approximate target allocations tailored to their financial objectives. These models leverage Franklin Templeton Investment Solutions’ (FTIS) strategic and dynamic asset allocation expertise. Each portfolio is constructed incorporating Franklin Templeton and third-party strategies. Customization parameters may include asset class exposure, risk tolerance, income targets, benchmark alignment, client preferred strategies, vehicle type, and rebalancing frequency. Although Franklin Templeton’s model management is generally guided by established investment frameworks, FTIS may agree to modify model parameters or construct portfolios without reference to a specific strategy to meet unique client needs. Models may be constructed using various implementation types: ETF-Only Models • • Mutual Fund (MF)-Only Models • MF & ETF Models • Inclusion of SMAs • Models with Semi-Liquid Alternatives Risks. The main risks for Franklin Templeton Custom Asset Allocation Models are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Core Multi-Manager Models The Franklin Templeton Core Multi-Manager Models are a suite of multi-asset portfolios designed to provide clients with core allocation solutions across a spectrum of risk, income and thematic profiles. Each model’s asset allocation is implemented using a diversified mix of Franklin Templeton and non-proprietary mutual funds and ETFs, which may include but are not exclusive to active, passive, and smart beta strategies. The Core Multi-Manager allocation models target various risk tolerances by focusing on maintaining equity and fixed income exposure within a stated target. As core allocation portfolios, the models are broadly diversified across asset classes, sectors and regions. The Multi-Manager Income model focuses on a high level of current income with some capital appreciation by allocating primarily to funds of U.S. fixed income securities including investment grade and below investment grade debt and dividend paying equities. The Multi-Manager Rising Rates Defense model focuses on total return in a rising interest rate environment. The strategy seeks to allocate to a combination of funds of U.S. equity, U.S. fixed income including investment grade and below 84  investment grade, as well as a portion to global fixed income. The strategy seeks to limit exposure to funds that may be adversely affected by rising interest rates. Each model seeks to maximize total return and outperform its respective blended benchmark on a risk-adjusted basis over a full market cycle. Models Target Allocation Franklin Templeton Core Multi-Manager 100 EQ Model Generally targets 100% equity exposure Generally targets 80% equity, 20% fixed income exposure Franklin Templeton Core Multi-Manager 80 EQ/20 FI Model Generally targets 70% equity, 30% fixed income exposure Franklin Templeton Core Multi-Manager 70 EQ/30 FI Model Generally targets 60% equity, 40% fixed income exposure Franklin Templeton Core Multi-Manager 60 EQ/40 FI Model Generally targets 50% equity, 50% fixed income exposure Franklin Templeton Core Multi-Manager 50 EQ/50 FI Model Generally targets 40% equity, 60% fixed income exposure Franklin Templeton Core Multi-Manager 40 EQ/60 FI Model Generally targets 20% equity, 80% fixed income exposure Franklin Templeton Core Multi-Manager 20 EQ/80 FI Model Franklin Templeton Core Multi-Manager 100 FI Model Generally targets 100% fixed income exposure Franklin Templeton Core Multi-Manager Income Model Generally targets income producing equity and fixed income holdings Generally targets 60% fixed income exposure Franklin Templeton Core Multi-Manager Rising Rates Defense Model Risks. The main risks for Franklin Templeton Core Multi-Manager Models are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Core Multi-Manager Mutual Fund Models The Franklin Templeton Core Multi-Manager Mutual Fund Models are a suite of multi-asset portfolios designed to provide clients with allocation solutions across a spectrum of risk and income profiles. Each model’s asset allocation is implemented using a diversified mix of Franklin Templeton and non-proprietary mutual funds only, which may include but are not exclusive to active, passive, and smart beta strategies. The Core Multi-Manager allocation models target various risk tolerances by focusing on maintaining equity and fixed income exposure within a stated target. As core allocation portfolios, the models are broadly diversified across asset classes, sectors and regions. The Multi-Manager Income model focuses on a high level of current income with some capital appreciation by allocating primarily to funds of U.S. fixed income securities including investment grade and below investment grade debt and dividend paying equities. Tax advantaged models have a specific focus on tax-exempt income. 85  Each model seeks to maximize total return and outperform its respective blended benchmark on a risk-adjusted basis over a full market cycle. Models Target Allocation Generally targets 100% equity exposure Franklin Templeton Core Multi-Manager Mutual Fund 100 EQ Model Generally targets 80% equity, 20% fixed income exposure Franklin Templeton Core Multi-Manager Mutual Fund 80 EQ/20 FI Model Generally targets 60% equity, 40% fixed income exposure Franklin Templeton Core Multi-Manager Mutual Fund 60 EQ/40 FI Model Generally targets 40% equity, 60% fixed income exposure Franklin Templeton Core Multi-Manager Mutual Fund 40 EQ/60 FI Model Generally targets 20% equity, 80% fixed income exposure Franklin Templeton Core Multi-Manager Mutual Fund 20 EQ/80 FI Model Generally targets 100% fixed income exposure Franklin Templeton Core Multi-Manager Mutual Fund 100 FI Model Franklin Templeton Core Multi-Manager Mutual Fund Income Model Generally targets income producing equity and fixed income holdings Risks. The main risks for Franklin Templeton Core Multi-Manager Mutual Fund Models portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Core Multi-Manager ESG Models The Franklin Templeton Core Multi – Manager ESG Models strategies are asset allocation models that offer six risk-based portfolios that seek to produce portfolio returns in line with risk and return objectives by investing in mutual funds and ETFs that meet specific ESG criteria. The six risk-based models combine actively managed and passive strategies with equity and fixed income levels ranging between 0% and 100%. The portfolios are able to include an allocation to alternative investments. The six risk-based portfolios may incorporate a tactical allocation component that reallocates assets to take advantage of shorter-term opportunities in the market. All underlying strategies in the universe must meet certain ESG criteria. The portfolios’ strategic asset allocation is generally reviewed and adjusted on an annual basis, while the universe of strategies is reviewed semiannually to ensure ESG standards are met. 86  Models Target Allocation Generally targets 100% equity exposure Franklin Templeton Core Multi-Manager 100 EQ ESG Model Franklin Templeton Core Multi-Manager 80 EQ/20 FI ESG Model Generally targets 80% equity, 20% fixed income exposure Franklin Templeton Core Multi-Manager 60 EQ/40 FI ESG Model Generally targets 60% equity, 40% fixed income exposure Franklin Templeton Core Multi-Manager 40 EQ/60 FI ESG Model Generally targets 40% equity, 60% fixed income exposure Franklin Templeton Core Multi-Manager 20 EQ/80 FI ESG Model Generally targets 20% equity, 80% fixed income exposure Generally targets 100% fixed income exposure Franklin Templeton Core Multi-Manager 100 FI Income ESG Model Risks. The main risks for Franklin Templeton Core Multi-Manager ESG Models portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Concentration Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Core Multi-Manager ETF Models The Franklin Templeton Core Multi-Manager ETF Models are a suite of multi-asset portfolios designed to provide clients with allocation solutions across a spectrum of risk profiles. Each model’s asset allocation is implemented using a diversified mix of Franklin Templeton and non-proprietary ETFs only, which may include but are not exclusive to active, passive and smart beta strategies. Models Target Allocation Generally targets 100% equity exposure Franklin Templeton Core Multi-Manager 100 EQ ETF Model Franklin Templeton Core Multi-Manager 90 EQ/10 FI ETF Model Generally targets 90% equity, 10% fixed income exposure Franklin Templeton Core Multi-Manager 80 EQ/20 FI ETF Model Generally targets 80% equity, 20% fixed income exposure Franklin Templeton Core Multi-Manager 70 EQ/30 FI ETF Model Generally targets 70% equity, 30% fixed income exposure Franklin Templeton Core Multi-Manager 60 EQ/40 FI ETF Model Generally targets 60% equity, 40% fixed income exposure Franklin Templeton Core Multi-Manager 50 EQ/50 FI ETF Model Generally targets 50% equity, 50% fixed income exposure 87  Franklin Templeton Core Multi-Manager 40 EQ/60 FI ETF Model Generally targets 40% equity, 60% fixed income exposure Franklin Templeton Core Multi-Manager 30 EQ/70 FI ETF Model Generally targets 30% equity, 70% fixed income exposure Franklin Templeton Core Multi-Manager 20 EQ/80 FI ETF Model Generally targets 20% equity, 80% fixed income exposure Franklin Templeton Core Multi-Manager 10 EQ/90 FI ETF Model Generally targets 10% equity, 90% fixed income exposure Franklin Templeton Core Plus ETF Model Generally targets 100% fixed income exposure Risks. The main risks for Franklin Templeton Core Multi-Manager ETF Model portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. 88  Franklin Templeton Core Multi-Manager + Digital Assets ETF Models The Franklin Templeton Core Multi Manager + Digital Assets ETF Models are constructed as multi asset core portfolios offered across a broad risk spectrum, including an allocation to Crypto currencies. The models seek total return via a mix of capital appreciation and current income, commensurate to the approximated equity to fixed income allocations weightings of each model. The models allocate to a mix of Franklin Templeton and non-proprietary ETFs, which may include but are not exclusive to active, passive, and smart beta strategies. As risk-based core portfolios, the models are offered across an array of risk profiles to ensure investor suitability while providing broad diversification across asset classes, sectors, regions, and fund managers delivered in a cost-efficient solution. The models seek to deliver equal-to-better risk adjusted returns than their respective benchmark over a market cycle. Models Target Allocation Generally targets 94% Equities, 6% Digital Assets Franklin Templeton Core Multi-Manager All EQ + Digital Assets ETF Franklin Templeton Core Multi-Manager Balanced + Digital Assets ETF Generally targets 48% Equities, 2% Digital Assets, 50% Fixed Income Franklin Templeton Core Multi-Manager Conservative Growth + Digital Assets ETF Generally targets 39% Equities, 1% Digital Assets, 60% Fixed Income Franklin Templeton Core Multi-Manager Growth + Digital Assets ETF Generally targets 75% Equities, 5% Digital Assets, 20% Fixed Income Franklin Templeton Core Multi-Manager Moderate Growth + Digital Assets ETF Generally targets 57% Equities, 3% Digital Assets, 40% Fixed Income Risks. The main risks for Franklin Templeton Core Multi Manager + Digital Assets ETF Models portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. 89  Franklin Templeton Dynamic Core Models The Franklin Templeton Dynamic Core Models are a suite of multi-asset portfolios designed to provide clients with core allocation solutions across a spectrum of risk profiles. As allocation portfolios, the models are broadly diversified across asset classes, sectors and regions. Tax Advantaged models also have a goal to provide a relatively high level of tax-exempt current income. Each model’s asset allocation is implemented using a diversified mix of Franklin Templeton and non- proprietary mutual funds and ETFs, which may include but are not exclusive to active, passive, and smart beta strategies. Models Target Allocation Franklin Templeton Dynamic Core Aggressive Model Generally, targets 90% equity exposure Generally, targets 75% equity exposure Franklin Templeton Dynamic Core Moderately Aggressive Model Franklin Templeton Dynamic Core Moderate Model Generally, targets 60% equity exposure Generally, targets 40% equity exposure Franklin Templeton Dynamic Core Moderately Conservative Model Franklin Templeton Dynamic Core Conservative Model Generally, targets 25% equity exposure Franklin Templeton Dynamic Core Global FI Model Generally, targets 100% fixed income exposure Generally, targets 90% equity exposure Franklin Templeton Dynamic Core Tax Advantaged Aggressive Model Generally, targets 75% equity exposure Franklin Templeton Dynamic Core Tax Advantaged Moderately Aggressive Model Generally, targets 60% equity exposure Franklin Templeton Dynamic Core Tax Advantaged Moderate Model Generally, targets 60% fixed income exposure Franklin Templeton Dynamic Core Tax Advantaged Moderately Conservative Model Generally, targets 78% fixed income exposure Franklin Templeton Dynamic Core Tax Advantaged Conservative Model Each model seeks to maximize total return and outperform its respective blended benchmark on a risk-adjusted basis over a full market cycle. Risks. The main risks for Franklin Templeton Dynamic Core Models portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Concentration Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Dynamic Core with Liquid Alternatives Models The Franklin Templeton Dynamic Core with Liquid Alternatives Models are a suite of multi-asset portfolios designed to provide clients with allocation solutions across a spectrum of risk profiles. Tax Advantaged models also have a goal to provide a relatively high level of tax-exempt current income. As core allocation portfolios, the models are broadly diversified 90  across asset classes, sectors and regions, and typically include an allocation to liquid alternative investments. Each model’s asset allocation is implemented using a diversified mix of Franklin Templeton and non-proprietary mutual funds and ETFs, which may include but are not exclusive to active, passive, and smart beta strategies. Each model seeks to maximize total return and outperform its respective blended benchmark on a risk-adjusted basis over a full market cycle. Models Target Allocation Franklin Templeton Dynamic Core Aggressive Taxable with Liquid Alternatives Model Generally, targets 80% equity, 1% fixed income, 19% alternatives exposure Franklin Templeton Dynamic Core Moderately Aggressive Taxable with Liquid Alternatives Model Generally, targets 70% equity, 5% fixed income, 25% alternatives exposure Franklin Templeton Dynamic Core Moderate Taxable with Liquid Alternatives Model Generally, targets 55% equity, 25% fixed income, 20% alternatives exposure Franklin Templeton Dynamic Core Moderately Conservative Taxable with Liquid Alternatives Model Generally, targets 40% equity, 40% fixed income, 20% alternatives exposure Franklin Templeton Dynamic Core Conservative Taxable with Liquid Alternatives Model Generally, targets 25% equity, 60% fixed income, 15% alternatives exposure Franklin Templeton Dynamic Core Aggressive Tax Aware with Liquid Alternatives Model Generally, targets 85% equity, 2% fixed income, 13% alternatives exposure Generally, targets 70% equity, 20% fixed income, 10% alternatives exposure Franklin Templeton Dynamic Core Moderately Aggressive Tax Aware with Liquid Alternatives Model Franklin Templeton Dynamic Core Moderate Tax Aware with Liquid Alternatives Model Generally, targets 55% equity, 30% fixed income,15% alternatives exposure Generally, targets 35% equity, 50% fixed income, 15% alternatives exposure Franklin Templeton Dynamic Core Moderately Conservative Tax Aware with Liquid Alternatives Model Franklin Templeton Dynamic Core Conservative Tax Aware with Liquid Alternatives Model Generally, targets 20% equity, 65% fixed income, 15% alternatives exposure Risks. The main risks for Franklin Templeton Dynamic Core with Liquid Alternatives Models portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Multi-Manager Dynamic Income Models The Franklin Templeton Multi-Manager Dynamic Income Models are a suite of multi-asset portfolios designed to provide clients with income solutions across a spectrum of risk profiles. The models focus on seeking a high level of current income with some capital appreciation by allocating primarily to funds of U.S. fixed income securities including investment grade 91  and below investment grade debt and dividend paying equities. Each model’s asset allocation is implemented using a diversified mix of Franklin Templeton and non-proprietary mutual funds only, which may include but are not exclusive to active, passive, and smart beta strategies. Tax advantaged models have a specific focus on tax-exempt income. Each model seeks to maximize total return and outperform its respective blended benchmark on a risk-adjusted basis over a full market cycle. Models Target Allocation Generally, targets 80% fixed income exposure Franklin Templeton Multi-Manager Dynamic Income Conservative Model Generally, targets 65% fixed income exposure Franklin Templeton Multi-Manager Dynamic Income Moderate Model Generally, targets 80% fixed income exposure Franklin Templeton Multi-Manager Dynamic Income Tax-Advantaged Model Generally, targets 60% fixed income exposure Franklin Templeton Multi-Manager Dynamic Income Tax-Advantaged Moderate Model Risks. The main risks for Franklin Templeton Multi-Manager Dynamic Income Models portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Multi-Manager Dynamic Income ETF Models The Franklin Templeton Multi-Manager Dynamic Income ETF Models are a suite of multi-asset portfolios designed to provide clients with income solutions across a spectrum of risk profiles. The models focus on seeking a high level of current income with some capital appreciation by allocating primarily to ETFs of U.S. fixed income securities including investment grade and below investment grade debt and dividend paying equities. Each model’s asset allocation is implemented using a diversified mix of Franklin Templeton and non-proprietary ETFs only, which may include but are not exclusive to active, passive, and smart beta strategies. Models Target Allocation Generally, targets 80% fixed income exposure Franklin Templeton Multi-Manager Dynamic Income ETF Conservative Model Generally, targets 65% fixed income exposure Franklin Templeton Multi-Manager Dynamic Income ETF Moderate Model Risks. The main risks for Franklin Templeton Multi-Manager Dynamic Income ETF Models portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. 92  Franklin Templeton Multi-Manager High Income Model The Franklin Templeton Multi-Manager High Income Model is a multi-asset model consisting of Franklin Templeton and third party mutual funds that seeks to achieve high income at a given risk profile through investment in a portfolio of Franklin Templeton and third party mutual funds. The strategy will have exposure (through the funds) to U.S. dividend paying equity securities, sovereign bond, high yield bonds (also referred to as “below investment grade” or “junk” bonds), bank loans, mortgage-backed securities, U.S. Treasury and Agency Securities, and other income-producing investments. Risks. The main risks for Franklin Templeton Multi-Manager High Income portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Non-U.S. Investment Risk (including Emerging Markets Risk) and Prepayment Risk. Franklin Templeton Multi-Manager HNW Models The Franklin Templeton Multi-Manager HNW Models are a suite of asset allocation models that offer five risk-based multi- asset Models that seek to produce portfolio returns in-line with their stated risk and return objectives by investing in SMAs, mutual funds, and ETFs. The five risk-based models utilize actively managed strategies with equity and fixed income levels ranging between 0% and 90%. The Models may also include an allocation to strategies categorized as liquid or semi-liquid alternative investments, generally targeting 10% for this allocation The Models provide investors exposure to a diversified range of assets and factors including equity value, equity growth, low-volatility equity, equity dividends, international equity, emerging markets equity, credit, and interest rate duration. The Portfolios’ strategic asset allocation is generally reviewed and adjusted on an annual basis. Models Target Allocation Generally targets 90% equity, 10% alternatives exposure Franklin Templeton Multi-Manager HNW 90/0/10 Model Franklin Templeton Multi-Manager HNW 80/10/10 Model Generally targets 80% equity, 10% fixed income, 10% alternatives exposure Franklin Templeton Multi-Manager HNW 70/20/10 Model Generally targets 70% equity, 20% fixed income, 10% alternatives exposure Franklin Templeton Multi-Manager HNW 60/30/10 Model Generally targets 60% equity, 30% fixed income, 10% alternatives exposure Franklin Templeton Multi-Manager HNW 50/40/10 Model Generally targets 50% equity, 40% fixed income, 10% alternatives exposure Risks. The main risks for Franklin Templeton Multi-Manager HNW Models are General Investment Risk, Asset Allocation Risk, Blend Style Investing Risk, Concentration Risk, Credit Risk, Extension Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk, Illiquidity Risk, Illiquidity of Underlying Funds Risk, and Small Cap Risk. See Appendix A for explanations of these risks. 93  Franklin Templeton Strategic Real Return The Franklin Templeton Strategic Real Return SMA strategy combines tactical asset allocation and a broad range of asset classes to seek to hedge against increases in U.S. inflation and achieve long-term real return. The strategy allocates its assets among mutual funds and ETFs that FAV believes generally complement each other and have various inflation-hedging qualities as determined by FAV. The portfolio’s strategic asset allocation is generally reviewed and adjusted on an annual basis. Risks. The main risks for Franklin Templeton Strategic Real Return portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Concentration Risk, Credit Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk, Real Estate Investment Trusts (REITS) Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Custom Income UCITS Model The Franklin Custom Income UCITS Model focuses on a high level of current income with some capital appreciation. The model is implemented using a diversified mix of Franklin Templeton and non-proprietary UCITS mutual funds and ETFs. The model seeks to maximize total return and outperform its respective blended benchmark on a risk-adjusted basis over a full market cycle. Risks. The main risks for Franklin Custom Income UCITS Model portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. 94  FAV and FTIC (co-managed) Franklin Templeton Multi-Manager UCITS Equity Model The Franklin Templeton Multi-Manager UCITS Equity Model is designed for investors seeking a higher level of long-term total return that is consistent with the ability to accept a higher level of portfolio volatility by investing in equities. The model targets 100% equity exposure and is implemented using a diversified mix of Franklin Templeton and non-proprietary UCITS funds and ETFs. The model seeks capital growth and to outperform its respective benchmark on a risk-adjusted basis over a full market cycle. Risks. The main risks for Franklin Templeton Multi-Manager UCITS Equity Model portfolio are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Multi-Manager UCITS Fixed Income Model The Franklin Templeton Multi-Manager UCITS Fixed Income Model is designed for investors seeking capital preservation with a low level of volatility profile by investing in fixed incomes. The model targets 100% fixed income exposure and is implemented using a diversified mix of Franklin Templeton and non-proprietary UCITS funds and ETFs. The model seeks capital preservation and to outperform its respective benchmark on a risk-adjusted basis over a full market cycle. Risks. The main risks for Franklin Templeton Multi-Manager UCITS Fixed Income Model portfolio are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Templeton Multi-Manager UCITS ETF Models The Franklin Templeton Multi-Manager UCITS ETF Models are a suite of multi-asset portfolios designed to provide clients with allocation solutions across a spectrum of risk profiles. Each model’s asset allocation is implemented using a diversified mix of Franklin Templeton and non-proprietary UCITS ETFs only, which may include but are not exclusive to active, passive and smart beta strategies. 95  Models Target Allocation Franklin Templeton Multi-Manager UCITS ETF 100 FI Model Generally, targets 100% fixed income exposure Franklin Templeton Multi-Manager UCITS ETF 10 EQ 90 FI Model Generally, targets 10% equity, 90% fixed income exposure Franklin Templeton Multi-Manager UCITS ETF 20 EQ 80 FI Model Generally, targets 20% equity, 80% fixed income exposure Franklin Templeton Multi-Manager UCITS ETF 30 EQ 70 FI Model Generally, targets 30% equity, 70% fixed income exposure Franklin Templeton Multi-Manager UCITS ETF 40 EQ 60 FI Model Generally, targets 40% equity, 60% fixed income exposure Franklin Templeton Multi-Manager UCITS ETF 50 EQ 50 FI Model Generally, targets 50% equity, 50% fixed income exposure Franklin Templeton Multi-Manager UCITS ETF 60 EQ 40 FI Model Generally, targets 60% equity, 40% fixed income exposure Franklin Templeton Multi-Manager UCITS ETF 70 EQ 30 FI Model Generally, targets 70% equity, 30% fixed income exposure Franklin Templeton Multi-Manager UCITS ETF 80 EQ 20 FI Model Generally, targets 80% equity, 20% fixed income exposure Franklin Templeton Multi-Manager UCITS ETF 90 EQ 10 FI Model Generally, targets 90% equity, 10% fixed income exposure Generally, targets 100% equity exposure Franklin Templeton Multi-Manager UCITS ETF 100 EQ Model Generally, targets 100% fixed income exposure Franklin Templeton Multi-Manager UCITS ETF Short Duration FI Model Risks. The main risks for Franklin Templeton Multi-Manager UCITS ETF Model portfolios are General Investment Risk, Asset Allocation Risk, Below Investment Grade Risk, Blend Style Investing Risk, Credit Risk, Environmental, Social and Governance (ESG) Investing Risk, Extension Risk, Illiquidity Risk, Interest Rate Risk, Investing in Funds Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Prepayment Risk and Small Cap Risk. See Appendix A for explanations of these risks. Portfolios Subadvised by FMA The Franklin Adviser Accounts advised by FMA accommodate a variety of investment goals and risk tolerances – from capital appreciation (with more growth-oriented strategies) to capital preservation (with fixed-income strategies). In seeking to achieve a Franklin Adviser Account’s specific investment objectives, each portfolio emphasizes different strategies and invests in different types of securities. FMA does not typically seek to recommend a particular type of security to a client. The following describes the specific methods of analysis and investment strategies of FMA for its SMA Program clients. For 96  more information about the specific methods of analysis and investment strategies of the Franklin Investment Advisers’ non- SMA Program clients, please see the Franklin Investment Advisers’ Non-SMA Program Brochures. FMA utilizes various investment strategies for their SMA Program clients. FMA’s investment management services incorporate fundamental investment research and valuation analyses, including original economic, political, industry and company research, and analyses of suppliers, customers and competitors. Company research includes the utilization of such sources as company public records and other publicly available information, management interviews, company-prepared information, and company visits and inspections. In addition, research services provided by brokerage firms are used to support FMA’s findings. Franklin Mutual Beacon The Franklin Mutual Beacon strategy seeks capital appreciation by primarily investing in undervalued mid-cap and large- cap equity securities with a significant portion of its assets in non-U.S. securities. Risks. The main risks of Franklin Mutual Beacon portfolios are General Investment Risk, Merger Arbitrage Securities Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Real Estate Investment Trusts (REITs) Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Mutual International Value The Franklin Mutual International Value strategy seeks capital appreciation, with income as a secondary goal, by primarily investing in undervalued securities of non-U.S. companies. Risks. The main risks for Franklin Mutual International Value portfolios are General Investment Risk, Concentration Risk, Environmental, Social and Governance (ESG) Investing Risk, Illiquidity Risk, Merger Arbitrage Securities Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Real Estate Investment Trusts (REITs) Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Mutual Small-Mid Cap Value The Franklin Mutual Small-Mid Cap Value strategy primarily invests in small- and mid-capitalization companies, which are those with market capitalizations not exceeding either the highest market capitalization of the Russell 2500 Index or the 12-month average of the highest market capitalization in the Russell 2500 Index, whichever is greater at the time of purchase. The portfolio managers utilize proprietary bottom-up research to identify and invest in stocks that they believe are trading at a discount to their fundamental value, targeting historically successful companies, with sustainable business models, good corporate governance, and low debt, that it believes are temporarily trading at depressed levels. This approach is designed to produce competitive long-term equity returns with less volatility than the overall market, which the managers believe will result in compelling risk-adjusted performance over the long-term. Risks. The main risks of Franklin Mutual Small-Mid Cap Value portfolios are General Investment Risk, Concentration Risk, Environmental, Social and Governance (ESG) Investing Risk, Illiquidity Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Real Estate Investment Trusts (REITs) Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Mutual U.S. Large Cap Value The Franklin Mutual U.S Large Cap Value strategy aims to achieve long-term capital appreciation by primarily investing in U.S. equity securities. The strategy may also seek to invest in the securities of companies involved in mergers or consolidations. 97  Risks. The main risks of Franklin Mutual U.S. Large Cap Value portfolios are General Investment Risk, Concentration Risk, Environmental, Social and Governance (ESG) Investing Risk, Illiquidity Risk, Merger Arbitrage Securities Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Real Estate Investment Trusts (REITs) Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Mutual U.S. Mid Cap Value The Franklin Mutual U.S. Mid Cap Value strategy primarily invests in undervalued U.S. equities. The portfolio managers utilize proprietary bottom-up research to identify and invest in stocks that they believe are trading at a discount to their fundamental value, with attractive investment catalysts. This approach is designed to produce competitive long-term equity returns with less volatility than the overall market, which the managers believe will result in compelling risk-adjusted performance over the long-term. Risks. The main risks of Franklin Mutual U.S. Mid Cap Value portfolios are General Investment Risk, Concentration Risk, Environmental, Social and Governance (ESG) Investing Risk, Illiquidity Risk, Merger Arbitrage Securities Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Real Estate Investment Trusts (REITs) Risk and Small Cap Risk. See Appendix A for explanations of these risks. Franklin Small Cap Value The Franklin Small Cap Value strategy seeks long-term total return by primarily investing in investments of small- capitalization companies, which are those with market capitalizations not exceeding either the highest market capitalization of the Russell 2000 Index or the 12-month average of the highest market capitalization in the Russell 2000 Index, whichever is greater at the time of purchase. FMA targets investments in historically successful companies, with sustainable business models, good corporate governance and low debt, that it believes are temporarily trading at depressed levels relative to future earnings power, book value, industry peers or other factors. FMA seeks to balance risk and reward in the portfolio with a focus on delivering compelling risk-adjusted results. Franklin Adviser Accounts using this strategy are viewed by FMA as buy-and-hold investors who generally seek to hold an investment for three to five or more years on average. Risks.The main risks of Franklin Small Cap Value portfolios are General Investment Risk, Concentration Risk, Environmental, Social and Governance (ESG) Investing Risk, Illiquidity Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), Real Estate Investment Trusts (REITs) Risk and Small Cap Risk. See Appendix A for explanations of these risks. Portfolios Subadvised by FTILLC The Franklin Adviser Accounts advised by FTILLC accommodate a variety of investment goals and risk tolerances – from capital appreciation (with more growth-oriented strategies) to capital preservation (with fixed-income strategies). In seeking to achieve a Franklin Adviser Account’s specific investment objectives, each portfolio emphasizes different strategies and invests in different types of securities. FTILLC does not typically seek to recommend a particular type of security to a client. The following describes the specific methods of analysis and investment strategies of FTILLC for its SMA Program clients. For more information about the specific methods of analysis and investment strategies of the FTILLC’s non-SMA Program clients, please see FTILLC’s Non-SMA Program Brochures. FTILLC utilizes various investment strategies for their SMA Program clients. FTILLC’s investment management services incorporate fundamental investment research and valuation analyses, including original economic, political, industry and company research, and analyses of suppliers, customers and competitors. Company research includes the utilization of such sources as company public records and other publicly available information, management interviews, company-prepared information, and company visits and inspections. In addition, research services provided by brokerage firms are used to support FTILLC’s findings. 98  Franklin International Growth Equity ADR The Franklin International Growth Equity ADR strategy seeks capital appreciation by investing predominantly in the equity securities of mid-and large capitalization companies outside the United States with long-term growth potential. Risks. The main risks of Franklin International Growth Equity ADR portfolios are General Investment Risk, Concentration Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), and Small Cap Risk. See Appendix A for explanations of these risks. Portfolios Subadvised by FTIML and FTIC (co-managed) Franklin Adviser Accounts managed by FTIML and FTIC accommodate a variety of investment goals and risk tolerances – from capital appreciation (with more growth-oriented strategies) to capital preservation (with fixed-income strategies). In seeking to achieve a Franklin Adviser Account’s specific investment objectives, each portfolio emphasizes different strategies and invests in different types of securities. FTIML and FTIC do not typically seek to recommend a particular type of security to a client. The following describes the specific methods of analysis and investment strategies of FTIML and FTIC for their SMA Program clients. For more information about the specific methods of analysis and investment strategies of FTIML’s and FTIC’s non-SMA Program clients, please see FTIML’s and FTIC’s Non-SMA Program Brochures. FTIML and FTIC utilize various investment strategies for their SMA Program clients. FTIML’s and FTICs investment management services incorporate fundamental investment research and valuation analyses, including original economic, political, industry and company research, and analyses of suppliers, customers and competitors. Company research includes the utilization of such sources as company public records and other publicly available information, management interviews, company-prepared information, and company visits and inspections. In addition, research services provided by brokerage firms are used to support FTIML’s and FTIC’s and findings. Templeton International Climate Change The Templeton International Climate Change strategy seeks to contribute towards climate change mitigation and adaptation, while seeking capital appreciation, by investing in equity securities of companies that provide solutions for the mitigation and/or adaptation of climate change risk or which are in the process of making their business models more resilient to long-term risks presented by climate change and resource depletion. Risks. The main risks of Templeton International Climate Change portfolios are General Investment Risk, Concentration Risk, Environmental, Social and Governance (ESG) Investing Risk, Energy Sector Risk, Illiquidity Risk, Infrastructure Investment Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk) and Small Cap Risk. See Appendix A for explanations of these risks. Portfolios Subadvised by FTIML and TAML (co-managed) Templeton Emerging Markets The Templeton Emerging Markets strategy seeks long-term capital appreciation by investing primarily in equities of companies in emerging markets. The strategy may also invest in companies that trade in emerging markets, or that trade elsewhere in the world and earn at least 50% of their revenue from production or sales in emerging markets. Risks. The main risks of Templeton Emerging Markets portfolios are General Investment Risk, Concentration Risk, Energy Sector Risk, Environmental, Social and Governance (ESG) Investing Risk, Illiquidity Risk, Infrastructure Investment Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk) and Small Cap Risk. See Appendix A for explanations of these risks. 99  Portfolios Subadvised by CIML ClearBridge Emerging Markets (known as Martin Currie Emerging Markets prior to September 30, 2025) The objective of the ClearBridge Emerging Markets strategy is to provide long-term capital growth by investing in securities of issuers with substantial economic ties to one or more emerging market countries and other investments with similar economic characteristics. As long-term investors, we seek to outperform the MSCI Emerging Markets Index over rolling five-year periods. It comprises a SMASh component (Mutual Fund). The ClearBridge Emerging Markets SMA is a 100% replication of the Global Emerging Markets strategy model portfolio. We focus on companies with high potential to create shareholder value and we invest when the opportunity is undervalued by the market. Our research considers the long-term prospects of companies, over a period of at least five years. We typically own our investments for multi-year periods in order to fully exploit the market’s inefficiency over our research horizon. We believe that companies exhibiting strong governance and sound management practices are more likely to be successful, long-term investments. Rigorous ESG analysis allows us to identify material risks, assess management’s preparedness and determine whether their strategies and interests are aligned with minority investors. As disclosed above, managed account program portfolios involve investment in units of the LEGG MASON GLOBAL ASSET MANAGEMENT TRUST ClearBridge SMASh Series EM Fund (‘SMASh Fund’). The prospectus describes the principal investment strategy of the SMASh Fund and the risks associated with an investment in the SMASh Fund. The portfolio managers use investments in the SMASh Fund to obtain exposure to certain companies that, due to the nature of the securities involved, generally do not allow for practical exposure through direct client account investment in such securities. A ClearBridge Emerging Markets portfolio's allocation to the SMASh Fund will vary over time based on the managers' discretionary allocation decisions, as well as market fluctuations. A managed account program portfolio's aggregate allocation to the SMASh Fund generally will not exceed 50%. However, a portfolio's aggregate allocation to the SMASh Fund may temporarily exceed 50% due to market fluctuations and pending reallocation by the portfolio managers. A client may obtain a prospectus for the SMASh Fund from the client's Sponsor Firm. The prospectus includes information concerning the SMASh Fund's investment objectives, strategies and risks. The prospectus also contains a general description of the tax consequences associated with the redemption of the SMASh Fund shares and the receipt of dividend and capital gains distributions from the SMASh Fund. SMASh Fund redemptions may occur as a result of reallocation among securities, account withdrawals and account termination. By selecting a ClearBridge Emerging Markets portfolio, a client consents to the investment of account assets in the SMASh Fund. The client may revoke this consent by terminating the client's portfolio. In the event of such a termination, the client's SMASh Fund shares will be redeemed. Only separately managed account clients of may purchase shares of the SMASh Fund. While neither the manager nor the sub-adviser of the SMASh Fund charges a management fee to the SMASh Fund, the manager and sub-adviser do receive portions of the fees clients pay for management of emerging markets managed account program portfolios. By selecting a managed account or model delivery program, a client confirms that it has obtained and reviewed the prospectus in connection with the client’s selection of a CIML portfolio and authorizes CIML to accept delivery of the SMASh Funds’ prospectus on behalf of the client in connection with CIML’s ongoing provision of discretionary investment management services. 100  Risks. The main risks for ClearBridge Emerging Markets portfolios are General Investment Risk, Concentration Risk, Environmental, Social and Governance (ESG) Investing Risk, High Volatility Risk, Illiquidity Risk, Investing in Funds Risk, Non- U.S. Investment Risk (including Emerging Markets Risk) and Small Cap Risk. See Appendix A for explanations of these risks. Portfolios Subadvised by Putnam Putnam International ADR (known as Putnam International Durable Equity (ADR Only) prior to December 31, 2025) The Putnam International ADR strategy seeks long-term capital appreciation by investing primarily in U.S. listed equity securities and American Depository Receipts of common stocks of companies incorporated outside of the United States. The strategy will invest mainly in developed countries but may also invest in emerging markets, targeting high quality companies with durable growth prospects and low volatility in operating results. Portfolios may also invest in equity securities of U.S. incorporated issuers which have significant international operations, assets or revenue. Risks. The main risks of Putnam International ADR are General Investment Risk, Concentration Risk, Growth Style Investment Risk, and Non-U.S. Investment Risk. See Appendix A for explanations of these risks. Putnam Sustainable Future The Putnam Sustainable Future strategy seeks long-term capital appreciation by investing mainly in common stocks of U.S. companies of any size, with a focus on companies whose products and services portfolio managers believe provide solutions that directly contribute to sustainable social, environmental and economic development. Stocks of this type of company are typically, but not always, considered to be growth stocks. Growth stocks are stocks of companies whose revenues, earnings, or cash flows are expected to grow faster than those of similar firms, and whose business growth and other characteristics may lead to an increase in stock price. Portfolio managers may consider, among other factors, a company’s impact on sustainable environmental, social and economic development, valuation, financial strength, growth potential, competitive position in its industry, projected future earnings, cash flows and dividends when deciding whether to buy or sell investments. The strategy integrates relevant and forward-looking sustainability analysis with high-quality fundamental research to drive investment decisions. Risks. The main risks of Putnam Sustainable Future are General Investment Risk, Concentration Risk, Environmental, Social and Governance (ESG) Investing Risk and Mid-Cap Risk. See Appendix A for explanations of these risks. Putnam Sustainable Leaders The Putnam Sustainable Leaders strategy seeks long term capital appreciation by investing mainly in stocks of U.S. companies of any size, with a focus on companies that portfolio managers believe exhibit a commitment to financially material sustainable business practices. In evaluating investments for the strategy, portfolio managers view “financially material sustainable business practices” as business practices that they believe are reasonably likely to impact the financial condition or operating performance of a company and that relate to environmental, social, or corporate governance issues. The strategy integrates relevant and forward-looking sustainability analysis with high-quality fundamental research to drive investment decisions. Risks. The main risks of Putnam Sustainable Leaders are General Investment Risk, Concentration Risk, Environmental, Social and Governance (ESG) Investing Risk and Mid-Cap Risk. See Appendix A for explanations of these risks. Putnam U.S. Core Equity Concentrated The Putnam U.S. Core Equity Concentrated strategy seeks capital appreciation through investment in common stocks (growth stocks, value stocks, or both) of U.S. companies of any size with favorable investment potential. For example, 101  portfolio managers may purchase stocks of companies with stock prices that reflect a value lower than that which portfolio managers place on the company. Portfolio managers may also consider other factors they believe will cause the stock price to rise. Portfolio managers may consider, among other factors, a company’s valuation, financial strength, growth potential, competitive position in its industry, projected future earnings, cash flows and dividends when deciding whether to buy or sell investments. The strategy uses a disciplined, fundamental investment process with three buckets of idea generation: legacy companies, smart-money indicators, and special situations. Risks. The main risks of Putnam U.S. Core Equity Concentrated are General Investment Risk, Concentration Risk, Blend Style Investing Risk, Mid Cap Risk, and Small Cap Risk. See Appendix A for explanations of these risks. Putnam U.S. Large Cap Growth Equity Concentrated The Putnam U.S. Large Cap Growth Equity Concentrated strategy seeks above-average growth by investing in large U.S. companies that portfolio managers believe exhibit both a high level of growth and an above-average duration of growth. The investment strategy employs a thematic approach to identify durable growth companies and combines top-down investment themes with bottom-up research to select securities that can potentially benefit from growth trends. Portfolios target above-average growth by investing in large cap companies whose earnings and cash-flow trajectories indicate potential growth opportunities. The strategy focuses on growth companies that exhibit both a high level of growth and an above-average duration of growth and combines top-down investment themes with bottom-up research to select securities that can benefit from growth trends and seeks to take advantage of market opportunities and differentiated views. Risks. The main risks of Putnam U.S. Large Cap Growth Equity Concentrated are General Investment Risk and Concentration Risk. See Appendix A for explanations of these risks. Putnam U.S. Large Cap Value Equity Concentrated The Putnam U.S. Large Cap Value Equity Concentrated strategy seeks to invest in companies with underappreciated fundamentals and the income potential from growing dividends to pursue returns (common stocks of U.S. companies, with a focus on value stocks that offer the potential for capital growth, current income, or both). The investment strategy uses a disciplined process that combines fundamental research and quantitative tools to pursue multiple alpha sources, with a strong overlay of risk control and portfolio construction and a focus on large companies whose stocks are priced below their long-term potential, and where there may be a catalyst for positive change. Risks. The main risks of Putnam U.S. Large Cap Value Equity Concentrated are General Investment Risk and Concentration Risk. See Appendix A for explanations of these risks. Putnam U.S. Small Cap Growth Equity The Putnam U.S. Small Cap Growth Equity strategy seeks to outperform the Russell 2000 Growth® Index over a full market cycle by investing mainly in common stock of small U.S. companies. The strategy seeks to build a portfolio that offers above-average growth with a focus on quality and stability. Risks. The main risks of Putnam U.S. Small Cap Growth Equity are General Investment Risk, Concentration Risk, and Small Cap Risk. See Appendix A for explanations of these risks. Putnam U.S. Small Cap Value Equity The Putnam U.S. Small Cap Value Equity strategy seeks to outperform the Russell 2000 Value® Index by investing in a portfolio of stocks with attractive valuation and quality characteristics and improving business momentum or catalysts that can unlock value. The strategy focuses on bottom-up stock selection, well-diversified portfolios, and downside risk management and seeks to manage risk through security selection, portfolio construction, and liquidity management. The 102  strategy will invest mainly in common stocks of small U.S. companies, with a focus on value stocks. Value stocks are issued by companies that portfolio managers believe are currently undervalued by the market. Risks. The main risks of Putnam U.S. Small Cap Value Equity are General Investment Risk, Concentration Risk, and Small Cap Risk. See Appendix A for explanations of these risks. Portfolios Subadvised by Royce Royce Concentrated Value The Royce Concentrated Value portfolios seek long-term growth of capital. Each portfolio invests in a limited number of equity securities of primarily small- and micro-cap companies in an attempt to take advantage of what the portfolio managers believe are opportunistic situations for undervalued securities. For those purposes, small and micro-cap companies are those that have a market capitalization not greater than that of the largest company in the Russell 2000® Index at the time of its most recent reconstitution (that is, the reconstitution rank date). Although the portfolios may not invest in non-U.S. traded securities, they may invest in U.S. traded ADRs. Risks. The main risks for Royce Concentrated Value portfolios are General Investment Risk, Small Cap Risk, Concentration Risk, High Volatility Risk, Illiquidity Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), and ESG Investing Risk. See Appendix A for explanations of these risks. Royce Premier The Royce Premier portfolios seek long-term growth of capital. Each portfolio invests in a limited number of equity securities (generally less than 100) of primarily small-cap companies measured at the time of investment. For those purposes, small-cap companies are those that have a market capitalization not greater than that of the largest company in the Russell 2000® Index at the time of its most recent reconstitution (that is, the reconstitution rank date). The portfolio managers look for companies that they consider “premier”-those that the portfolio managers believe are trading below their estimate of the companies’ current worth that also have excellent business strengths, strong balance sheets and/or improved prospects for growth, the potential for improvement in cash flow levels and internal rates of return, and franchise durability. The portfolio managers may seek to continue to hold or, in some cases, build positions in companies with market capitalizations greater than that of the largest company in the Russell 2000® Index at the time of its most recent reconstitution. Although the portfolios may not invest in non-U.S. traded securities, they may invest in U.S. traded ADRs. Risks. The main risks for Royce Premier portfolios are General Investment Risk, Small Cap Risk, Concentration Risk, High Volatility Risk, Illiquidity Risk, Non-U.S. Investment Risk (including Emerging Markets Risk) and ESG Investing Risk. See Appendix A for explanations of these risks. Royce Small-Cap Total Return The Royce Small-Cap Total Return portfolios seek long-term growth of capital and current income. Each portfolio invests in a limited number (generally less than 125) of equity securities of U.S. small-cap companies. For those purposes, small-cap companies are those that have a market capitalization not greater than that of the largest company in the Russell 2000® Index at the time of its most recent reconstitution (that is, the reconstitution rank date). The portfolio managers seek to invest at least 80% of a portfolio’s assets in equity securities issued by small-cap companies under normal market conditions. The portfolio managers believe that regular dividend payments, and/or other methods of returning capital to shareholders such as issuer share repurchases, are often a positive signal that may indicate attractive attributes, including a stable business model, shareholder-friendly management, disciplined capital allocation practices, and a conservative financial culture. The portfolio managers seek to achieve the investment objectives for the Royce Small-Cap Total Return portfolios by primarily investing in companies that pay regular dividends and/or return capital to shareholders. The portfolio managers favor companies that fall into one of three investment themes: “Compounder” companies possess what they believe are 103  outstanding business models, strong financial characteristics, and above average growth potential. “Quality Value” companies have attractive profit margins, strong free cash flows, high returns on invested capital, and low leverage that also trade at what the portfolio managers believe are attractive valuations. “Special Situations” are companies that may have complex business models and/or require a catalyst for growth, such as spin offs, turnarounds, and/or unrecognized asset values. Although the portfolios may not invest in non-U.S. traded securities, they may invest in U.S. traded ADRs. Risks. The main risks for Royce Small-Cap Total Return portfolios are General Investment Risk, Small Cap Risk, Concentration Risk, High Volatility Risk, Illiquidity Risk, Non-U.S. Investment Risk (including Emerging Markets Risk), and ESG Investing Risk. See Appendix A for explanations of these risks. Royce Smaller-Companies Growth The Royce Smaller-Companies Growth portfolios seek long-term capital appreciation. Each portfolio normally invests in a limited number of equity securities (generally 60-100) of primarily U.S. smaller-companies that the portfolio manager believes have above-average growth prospects. For those purposes, smaller companies are those with stock market capitalizations up to $7.5 billion. The portfolio manager seeks to achieve the strategy’s investment objective by primarily investing in companies with superior revenue and/or earnings growth selling at prices that Royce believes do not fully reflect their prospects. The portfolio manager searches for companies that look poised for multi-year periods of robust growth driven by sustainable competitive advantages and/or benefiting from secular growth themes that create favorable conditions for the business. Although the portfolios may not invest in non-U.S. traded securities, they may invest in U.S. traded ADRs. Risks. The main risks for Royce Smaller-Companies Growth portfolios are General Investment Risk, Small Cap Risk, Mid Cap Risk, Concentration Risk, High Volatility Risk, Illiquidity Risk, Non-U.S. Investment Risk, (including Emerging Markets Risk) and ESG Investing Risk. See Appendix A for explanations of these risks. Royce SMid-Cap Total Return The Royce SMid-Cap Total Return portfolios seek long-term capital appreciation and current income. Each portfolio normally invests in a limited number (generally 35-60) of equity securities of primarily U.S. smid-cap companies that pay dividends and/or return capital to shareholders through other methods that the portfolio managers believe are trading below their estimate of their current worth. For those purposes, smid-cap companies are those that have a market capitalization not greater than that of the largest company in the Russell 2500® Index at the time of its most recent reconstitution. The portfolio managers believe that regular dividend payments, and/or other methods of returning capital to shareholders such as issuer share repurchases, are often a positive signal that may indicate attractive attributes, including a stable business model, shareholder-friendly management, disciplined capital allocation practices, and a conservative financial culture. The portfolio managers favor companies that fall into one of three investment themes: “Compounder” companies possess what the portfolio managers believe are outstanding business models, strong financial characteristics, and above-average growth potential. “Quality Value” companies have attractive profit margins, strong free cash flows, high returns on invested capital, and low leverage that also trade at what the portfolio managers believe are attractive valuations. “Special Situations” are companies that may have complex business models and/or require a catalyst for growth, such as spin offs, turnarounds, and/or unrecognized asset values. Although the portfolios may not invest in non-U.S. traded securities, they may invest in U.S. traded ADRs. Risks. The main risks for Royce SMid-Cap Total Return portfolios are General Investment Risk, Small Cap Risk, Mid Cap Risk, Concentration Risk, High Volatility Risk, Illiquidity Risk, Non-U.S. Investment Risk, (including Emerging Markets Risk) and ESG Investing Risk. See Appendix A for explanations of these risks. 104  Royce SMID Dividend Value The Royce SMID Dividend Value portfolios seek long-term capital appreciation and current income. Each portfolio invests in a limited number of equity securities of primarily U.S. small- and mid-cap dividend paying companies. For these purposes, small- and mid-cap companies are those that have market capitalizations up to $15 billion. The portfolio managers use a quantitative, strategic multi-factor approach that generally favors dividend paying small-cap stocks with lower-than-average valuations, higher-than-average profitability, and higher-than-average debt coverage ratios. The portfolio managers fundamentally weight holdings to add value by relying on more efficient estimations of an issuer’s true economic value than those provided by market capitalization (e.g., targeting lower exposures to overvalued companies). As part of their portfolio construction optimization efforts, the portfolio managers will also analyze the active risk of the strategy’s holdings versus that of the Royce SMID Dividend Value Index in an attempt to control the number of holdings and turnover for the strategy. Although the portfolios may not invest in non-U.S. traded securities, they may invest in U.S. traded ADRs. Risks. The main risks for Royce SMID Dividend Value portfolios are General Investment Risk, Small Cap Risk, Mid Cap Risk, Concentration Risk, High Volatility Risk, Illiquidity Risk, Non-U.S. Investment Risk, (including Emerging Markets Risk) and ESG Investing Risk. See Appendix A for explanations of these risks. Portfolios Subadvised by TGAL Franklin Adviser Accounts advised by TGAL accommodate a variety of investment goals and risk tolerances – from capital appreciation (with more growth-oriented strategies) to capital preservation (with fixed-income strategies). In seeking to achieve a Franklin Adviser Account’s specific investment objectives, each portfolio emphasizes different strategies and invests in different types of securities. TGAL does not typically seek to recommend a particular type of security to a client. The following describes the specific methods of analysis and investment strategies of TGAL for its SMA Program clients. For more information about the specific methods of analysis and investment strategies of the Franklin Advisers’ non-SMA Program clients, please see TGAL’s Non-SMA Program Brochures. TGAL utilizes various investment strategies for its SMA Program clients. The Franklin Investment Advisers’ investment management services incorporate fundamental investment research and valuation analyses, including original economic, political, industry and company research, and analyses of suppliers, customers and competitors. Company research includes the utilization of such sources as company public records and other publicly available information, management interviews, company-prepared information, and company visits and inspections. In addition, research services provided by brokerage firms are used to support the Franklin Investment Advisers’ findings. Templeton Foreign ADR Only The Templeton Foreign ADR Only strategy employs a non-U.S. equity investment objective and accounts may only invest in foreign securities in the form of American Depository Receipts and foreign stocks traded in U.S. markets. For purposes of the portfolio's investments, foreign securities means those securities issued by companies: (i) whose principal securities trading markets are outside the U.S.; (ii) that derive 50% or more of their total revenue from either goods or services produced or sales made in markets outside the U.S.; (iii) that have 50% or more of their assets outside the U.S.; (iv) that are linked to non-U.S. Dollar currencies; or (v) that are organized under the laws of, or with principal offices in, a country other than the United States. Risks. The main risks of Templeton Foreign ADR Only portfolios are General Investment Risk, Concentration Risk, Energy Sector Risk, Illiquidity Risk, Infrastructure Investment Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk) and Small Cap Risk. See Appendix A for explanations of these risks. 105  Portfolios Subadvised by TICLLC Franklin Adviser Accounts advised by TICLLC accommodate a variety of investment goals and risk tolerances – from capital appreciation (with more growth-oriented strategies) to capital preservation (with fixed-income strategies). In seeking to achieve a Franklin Adviser Account’s specific investment objectives, each portfolio emphasizes different strategies and invests in different types of securities. TICLLC does not typically seek to recommend a particular type of security to a client. The following describes the specific methods of analysis and investment strategies of TICLLC for its SMA Program clients. For more information about the specific methods of analysis and investment strategies of TICLLC’s non-SMA Program clients, please see the Franklin Advisers’ Non-SMA Program Brochures. TICLLC utilizes various investment strategies for its SMA Program clients. TICLLC’s investment management services incorporate fundamental investment research and valuation analyses, including original economic, political, industry and company research, and analyses of suppliers, customers and competitors. Company research includes the utilization of such sources as company public records and other publicly available information, management interviews, company-prepared information, and company visits and inspections. In addition, research services provided by brokerage firms are used to support TICLLC’s findings. Templeton Global ADR Equity The strategy seeks long-term capital growth by investing in the equity securities of companies located anywhere in the world, including emerging markets. In Templeton Global ADR Only portfolios, for investments outside of the U.S. the portfolio managers will only invest in American Depository Receipts. In Templeton Global ORD portfolios, for investments outside of the United States, the portfolio managers will primarily invest in American Depository Receipts, but may also invest in U.S.-traded ordinary shares. Risks. The main risks of Templeton Global ADR Equity portfolios are General Investment Risk, Concentration Risk, Energy Sector Risk, Illiquidity Risk, Infrastructure Investment Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk) and Small Cap Risk. See Appendix A for explanations of these risks. Templeton International ADR Equity The strategy seeks long-term capital growth by investing in the equity securities of companies outside the United States, including emerging markets. For investments outside of the United States the portfolio managers will primarily invest in American Depository Receipts, but may also invest in U.S.-traded ordinary shares. In Templeton International ADR Only portfolios, for investments outside of the United States the portfolio managers will only invest in American Depository Receipts. In Templeton International ORD portfolios, for investments outside of the United States, the portfolio managers will primarily invest in American Depository Receipts, but may also invest in U.S.-traded ordinary shares. Risks. The main risks of Templeton International ADR Equity portfolios are General Investment Risk, Concentration Risk, Energy Sector Risk, Illiquidity Risk, Infrastructure Investment Risk, Mid Cap Risk, Non-U.S. Investment Risk (including Emerging Markets Risk) and Small Cap Risk. See Appendix A for explanations of these risks. Portfolios Subadvised by Western Asset Fixed Income - Taxable Western Asset Active Bond Western Asset uses a sector rotation among the major areas of U.S. taxable fixed income (government bonds, notes and bills, corporate bonds and mortgage-backed and asset-backed securities), along with limited duration bets around the client’s approved benchmark, in an attempt to maximize total return for Western Asset Active Bond (“AB”) portfolios. Investments may include taxable municipal securities and U.S.-dollar denominated fixed income securities (issued in the 106  Intermediate Government/Credit United States) of non-U.S. developed and emerging market sovereign and corporate issuers when the portfolio managers believe they are attractive investments. Western Asset manages AB portfolios with the belief that limiting duration and investing in sectors of the market it believes are undervalued will provide strong performance. In managing AB portfolios, Western Asset employs a systematic investment approach that includes four decision layers: Duration position, yield curve position, sector weighting and issue selection. Benchmarks available for selection by clients include: Bloomberg Aggregate Index-(USD) (“Active Bond- Index-(USD) (“Active Bond-Aggregate”), Bloomberg Intermediate”), and Bloomberg Government/Credit Index (“Active Bond-Gov/Corp”). Risks. The main risks for AB portfolios are General Investment Risk, Credit Risk, Extension Risk, Interest Rate Risk, Non-U.S. Investment Risk and Prepayment Risk. See Appendix A for explanations of these risks. Western Asset Core Western Asset Core portfolios seek to maximize total return consistent with prudent investment management. These portfolios may invest in a range of fixed income sectors, including the U.S. government, federal agency, corporate, mortgage and money market/cash and cash equivalent sectors. Investments may also include U.S.-dollar denominated fixed income securities of non-U.S. developed and emerging market sovereign and corporate issuers. The portfolio managers allocate account assets among such fixed income sectors on a discretionary basis taking into account their views as to the relative attractiveness of such sectors. Western Asset Core portfolios involve investments in individual fixed income securities in the U.S. government, federal agency and corporate sectors, and may also involve investments in taxable municipal securities and in individual U.S.-dollar denominated securities of non-U.S. sovereign and corporate issuers. In addition to investments in individual fixed income securities, the portfolios involve investments in shares of one or more of the Western Asset *SMASh® Series C Fund, the Western Asset SMASh Series M Fund, and such other Western Asset SMASh Series Funds as may be established to facilitate Western Asset’s management of the portfolios (collectively, the “Core SMASh Funds”). The principal investment strategies of each Core SMASh Fund are described in such fund’s prospectus. The managers use investments in the Core SMASh Funds to obtain efficient exposure to certain fixed income sectors that, due to the nature of the securities involved, generally do not allow for practical and diversified exposure through direct client account investment in such securities. A Western Asset Core portfolio’s allocation to each of the Core SMASh Funds will vary over time based on the managers’ discretionary allocation decisions, as well as market fluctuations. A portfolio’s aggregate allocation to the Core SMASh Funds generally will not exceed 50%. However, a portfolio’s aggregate allocation to the Core SMASh Funds may temporarily exceed 50% due to market fluctuations and pending reallocation by the managers. A Core SMASh Fund may invest a portion of its assets in fixed income sectors other than the above-referenced fixed income sectors, as described in the Core SMASh Funds’ prospectus. By selecting a Western Asset Core portfolio, a client consents to the investment of account assets in the Core SMASh Funds, confirms that it has obtained and reviewed the prospectus for the Core SMASh Funds in connection with the client’s selection of a Western Asset Core portfolio, and authorizes Western Asset to accept delivery of the Core SMASh Funds’ prospectus on behalf of the client in connection with Western Asset’s ongoing provision of discretionary investment management services. The client may revoke such consent by terminating the client’s Western Asset Core portfolio. In the event of such a termination, the managers will redeem the client’s Core SMASh Fund shares. An affiliate of Western Asset serves as the Core SMASh Funds’ manager and Western Asset serves as the Funds’ sub-adviser. Only separately managed account clients of Western Asset or its affiliates may purchase shares of the Core SMASh Funds. While neither the manager nor the sub- adviser of the Core SMASh Funds charges a management fee to the Core SMASh Funds, the manager and sub-adviser do receive portions of the fees clients pay for management of Western Asset Core portfolios. *SMASh® is a registered service mark of Legg Mason & Co., LLC licensed for use by its affiliated entities, including Franklin Templeton Private Portfolio Group, LLC and Western Asset Management Company, LLC. 107  While Western Asset may accept delivery of the Core SMASh Funds’ prospectus on behalf of a client in connection with its ongoing provision of discretionary investment management services on behalf of the client’s account, a client is responsible for obtaining and reviewing the prospectus for each of the Core SMASh Funds in connection with the client’s selection of a Western Asset Core portfolio. A client may obtain a prospectus for each of the Core SMASh Funds from the client’s Sponsor Firm. The prospectus includes information concerning the Core SMASh Fund’s investment objectives, strategies and risks. The prospectus also contains a description of the tax consequences associated with the redemption of Core SMASh Fund shares and the receipt of dividend and capital gains distributions from the Core SMASh Funds. Core SMASh Fund redemptions may occur as a result of reallocation among fixed income sectors, account withdrawals, account termination and the transfer of your account from one Sponsor Firm to another Sponsor Firm. Risks. The main risks associated with Western Asset Core portfolio investments in individual fixed income securities are General Investment Risk, Credit Risk, Extension Risk, Interest Rate Risk, Investing in Funds Risk, Non-U.S. Investment Risk and Prepayment Risk. See Appendix A for explanations of these risks. The risks associated with investments in the Core SMASh Funds are described in the Funds’ prospectus, which is available from Sponsor Firms. Western Asset Core Plus Western Asset Core Plus portfolios seek to maximize total return consistent with prudent investment management. These portfolios may invest in a range of fixed income sectors, including the U.S. government, federal agency, corporate, mortgage, non-U.S. sovereign and corporate (both U.S. dollar denominated and non-U.S. dollar denominated), emerging market debt, high yield and money market/cash and cash equivalent sectors. The portfolio managers allocate account assets among such fixed income sectors on a discretionary basis taking into account their views as to the relative attractiveness of such sectors. Western Asset Core Plus portfolios involve investments in individual fixed income securities in the U.S. government, federal agency and corporate sectors, and may also involve investments in taxable municipal securities and in individual U.S.-dollar denominated securities of non-U.S. sovereign and corporate issuers. In addition to investments in individual fixed income securities, the portfolios involve investments in shares of one or more of the Western Asset SMASh Series C Fund, the Western Asset SMASh Series M Fund, the SMASh Series EC Fund (which is in the process of being renamed the Western Asset SMASh Series Core Plus Completion Fund), and such other SMASh Series Funds as may be established to facilitate Western Asset’s management of the portfolios. (collectively, the “Core Plus SMASh Funds”). The principal investment strategies of each Core Plus SMASh Fund are described in such fund’s prospectus. Certain of the Core Plus SMASh Funds, including the Western Asset SMASh Series EC Fund, (which is in the process of being renamed the Western Asset SMASh Series Core Plus Completion Fund), may invest without limit in both investment grade and below investment grade debt obligations rated C or above by Standard & Poor’s (or the equivalent). Below investment grade debt obligations are commonly known as “junk bonds” or “high yield securities.” The managers use investments in the Core Plus SMASh Funds to obtain efficient exposure to certain fixed income sectors that, due to the nature of the securities involved, generally do not allow for practical and prudent exposure through direct client account investment in such securities. A Western Asset Core Plus portfolio’s allocation to each of the Core Plus SMASh Funds will vary over time based on the managers’ discretionary allocation decisions, as well as market fluctuations. A portfolio’s aggregate allocation to the Core Plus SMASh Funds generally will not exceed 50%. However, a portfolio’s aggregate allocation to the Core Plus SMASh Funds may temporarily exceed 50% due to market fluctuations and pending reallocation by the manager. A Core Plus SMASh Fund may invest a portion of its assets in fixed income sectors other than the above-referenced fixed income sectors, as described in the Core Plus SMASh Funds’ prospectus. By selecting a Western Asset Core Plus portfolio, a client consents to the investment of account assets in the Core Plus SMASh Funds, confirms that it has obtained and reviewed the prospectus for the Core Plus SMASh Funds in connection with the client’s selection of a Western Asset Core Plus portfolio, and authorizes Western Asset to accept delivery of the Core Plus SMASh Funds’ prospectus on behalf of the client in connection with Western Asset’s ongoing provision of discretionary investment management services. The client may revoke such consent by terminating the client’s Western Asset Core Plus portfolio. In the event of such a termination, the managers will redeem the client’s Core Plus SMASh Fund shares. An 108  affiliate of Western Asset serves as the Core Plus SMASh Funds’ manager and Western Asset serves as the Funds’ sub- adviser. Only separately managed account clients of Western Asset or its affiliates may purchase shares of the Core Plus SMASh Funds. While neither the manager nor the sub-adviser of the Core Plus SMASh Funds charges a management fee to the Core Plus SMASh Funds, the manager and sub-adviser do receive portions of the fees clients pay for management of Western Asset Core Plus portfolios. While Western Asset may accept delivery of the Core Plus SMASh Funds’ prospectus on behalf of a client in connection with its ongoing provision of discretionary investment management services on behalf of the client’s account, a client is responsible for obtaining and reviewing the prospectus for each of the Core Plus SMASh Funds prospectus in connection with the client’s selection of a Western Asset Core Plus portfolio. A client may obtain a prospectus for each of the Core Plus SMASh Funds from the client’s Sponsor Firm. The prospectus includes information concerning the Core Plus SMASh Fund’s investment objectives, strategies and risks. The risks of investing in certain of the Core Plus SMASh Funds, including the Western Asset SMASh Series EC Fund, include the risks associated with investing in “junk bonds” or “high yield securities.” The prospectus also contains a description of the tax consequences associated with the redemption of Core Plus SMASh Fund shares and the receipt of dividend and capital gains distributions from the Core Plus SMASh Funds. Core Plus SMASh Fund redemptions may occur as a result of reallocation among fixed income sectors, account withdrawals, account termination and the transfer of your account from one Sponsor Firm to another Sponsor Firm. Risks. The main risks associated with Western Asset Core Plus portfolio investments in individual fixed income securities are General Investment Risk, Credit Risk, Extension Risk, Interest Rate Risk, Investing in Funds Risk, Non-U.S. Investment Risk and Prepayment Risk. See Appendix A for explanations of these risks. The risks associated with investments in the Core Plus SMASh Funds, including the risks associated with investing in “junk bonds” or “high yield securities,” are described in the Funds’ prospectus, which is available from Sponsor Firms. Western Asset Core Plus (Global Client) Western Asset Core Plus (Global Client) portfolios, which are available only to certain non-U.S. clients, seek to maximize total return consistent with prudent investment management. These portfolios may invest in a range of fixed income sectors, including the U.S. government, federal agency, corporate, mortgage, non-U.S. sovereign and corporate (both U.S. dollar denominated and non-U.S. dollar denominated), emerging market debt, high yield and money market/cash and cash equivalent sectors. The portfolio managers allocate account assets among such fixed income sectors on a discretionary basis taking into account their views as to the relative attractiveness of such sectors. Western Asset Core Plus (Global Client) portfolios involve investments in individual fixed income securities in the U.S. government, federal agency and corporate sectors, and may also involve investments in taxable municipal securities and in individual U.S.-dollar denominated securities of non-U.S. sovereign and corporate issuers. In addition to investments in individual fixed income securities, the portfolios involve investments in shares of the Western Asset UCITS SMASh Series Core Plus Completion Fund (the “Core Plus UCITS SMASh Fund”). The principal investment strategy of the Core Plus UCITS SMASh Fund is described in such fund’s prospectus. The Core Plus UCITS SMASh Fund may invest without limit in investment grade debt obligations with a rating of BBB or higher from Standard & Poor’s (or the equivalent) and up to 40% of its net asset value in below investment grade debt obligations. Below investment grade debt obligations are commonly known as “junk bonds” or “high yield securities.” The managers use investments in the Core Plus UCITS SMASh Fund to obtain efficient exposure to certain fixed income sectors that, due to the nature of the securities involved, generally do not allow for practical and prudent exposure through direct client account investment in such securities. A Western Asset Core Plus (Global Client) portfolio’s allocation to the Core Plus UCITS SMASh Fund will vary over time based on the managers’ discretionary allocation decisions, as well as market fluctuations. A portfolio’s aggregate allocation to the Core Plus UCITS SMASh Fund generally will not exceed 50%. However, a portfolio’s aggregate allocation to the Core Plus UCITS SMASh Fund may temporarily exceed 50% due to market fluctuations and pending reallocation by the manager. The Core Plus UCITS SMASh Fund may invest a portion of its assets in fixed income sectors other than the above-referenced fixed income sectors, as described in the Core Plus UCITS SMASh Funds’ prospectus. 109  By selecting a Western Asset Core Plus (Global Client) portfolio, a client consents to the investment of account assets in the Core Plus UCITS SMASh Fund, confirms that it has obtained and reviewed the prospectus for the Core Plus UCITS SMASh Fund in connection with the client’s selection of a Western Asset Core Plus (Global Client) portfolio, and authorizes Western Asset to accept delivery of the Core Plus UCITS SMASh Fund’s prospectus on behalf of the client in connection with Western Asset’s ongoing provision of discretionary investment management services. The client may revoke such consent by terminating the client’s Western Asset Core Plus (Global Client) portfolio. In the event of such a termination, the managers will redeem the client’s Core Plus UCITS SMASh Fund shares. An affiliate of Western Asset serves as the Core Plus UCITS SMASh Fund’s manager and Western Asset serves as the Fund’s sub-adviser. Only separately managed account clients of Western Asset or its affiliates may purchase shares of the Core Plus UCITS SMASh Fund. While neither the manager nor the sub-adviser of the Core Plus UCITS SMASh Fund charges a management fee to the Core Plus UCITS SMASh Fund, the manager and sub-adviser do receive portions of the fees clients pay for management of Western Asset Core Plus (Global Client) portfolios. While Western Asset may accept delivery of the Core Plus UCITS SMASh Fund’s prospectus on behalf of a client in connection with its ongoing provision of discretionary investment management services on behalf of the client’s account, a client is responsible for obtaining and reviewing the prospectus for the Core Plus UCITS SMASh Fund in connection with the client’s selection of a Western Asset Core Plus (Global Client) portfolio. A client may obtain the Core Plus UCITS SMASh Fund’s prospectus from the client’s Sponsor Firm. The prospectus includes information concerning the Core Plus UCITS SMASh Fund’s investment objectives, strategies and risks. The risks of investing in the Core Plus UCITS SMASh Fund include the risks associated with investing in “junk bonds” or “high yield securities.” The prospectus also contains a description of the tax consequences associated with the redemption of Core Plus SMASh UCITS Fund shares and the receipt of dividend and capital gains distributions from the Core Plus UCTIS SMASh Funds. Core Plus UCITS SMASh Fund redemptions may occur as a result of reallocation among fixed income sectors, account withdrawals, account termination and the transfer of your account from one Sponsor Firm to another Sponsor Firm. Risks. The main risks associated with Western Asset Core Plus (Global Client) portfolio investments in individual fixed income securities are General Investment Risk, Credit Risk, Extension Risk, Interest Rate Risk, Investing in Funds Risk Non-U.S. Investment Risk and Prepayment Risk. See Appendix A for explanations of these risks. The risks associated with investments in the Core Plus UCITS SMASh Fund, including the risks associated with investing in “junk bonds” or “high yield securities,” are described in the Fund’s prospectus, which is available from Sponsor Firms. Western Asset Corporate Bond Ladders Western Asset Corporate Bond Ladders seek to provide periodic income through investment in a diversified portfolio of investment grade (at the time of purchase) corporate bonds with laddered maturities. “Laddering” involves building a portfolio of corporate bonds with staggered maturities so that a portion of the portfolio will mature periodically. The client selects a maturity range for the ladder from among those ranges made available by Western Asset. Currently, 1-5 year and 1-10 year maturity ranges are available but Western Asset may make other maturity ranges available from time to time. Portfolios generally will hold one to three issues for each maturity rung on the ladder. Individual corporate bonds are purchased with the intent to hold such security until maturity unless Western Asset determines to sell such security due to credit concerns or the sale of such security is needed to fund a client withdrawal of funds. To maintain the ladder, money that comes in from maturing bonds is typically reinvested in bonds with longer maturities within the range of the ladder. Western Asset Corporate Bond Ladders will invest in individual corporate bonds that are rated Baa/BBB or above at the time of purchase by one or more Nationally Recognized Statistical Rating Organizations or, if unrated, in securities of comparable quality at the time of purchase, as determined by Western Asset. Western Asset selects and monitors securities for Western Asset Corporate Bond Ladders using Western Asset’s proprietary research. Risks. The main risks for Western Asset Corporate Bond Ladders are General Investment Risk, Credit Risk, Interest Rate Risk, and Non-U.S. Investment Risk. See Appendix A for explanations of these risks. 110  Western Asset GSM 3-Year Western Asset GSM 5-Year Western Asset GSM 7-Year Western Asset Gov/Corp * Western Asset Gov/Corp ESG The Western Asset GSM 3-Year (“GSM3”) portfolios, Western Asset GSM 5-Year (“GSM5”) portfolios and Western Asset GSM 7-Year (“GSM7”) portfolios seek to produce total returns over complete market cycles that exceed appropriate benchmark returns. As part of this total return investment approach, the portfolios also seek to preserve principal. Western Asset manages these portfolios based on analysis of specific fundamental factors. The portfolio managers are responsible for monitoring daily market activity in an attempt to provide incremental return exceeding that expected under certain buy and hold and random trading strategies. These portfolios involve investments in U.S. Treasury and federal agency securities with varying maturities. GSM3 portfolios have average maturities of three years or less. GSM5 portfolios have average maturities of five years or less. GSM7 portfolios have average maturities of seven years or less. The Western Asset Gov/Corp portfolios employ the same strategies as the Western Asset GSM portfolios described above, combining the GSM7 portfolio investment approach with intermediate-term investment grade corporate bonds. Gov/Corp accounts may also include taxable municipal securities and investment grade, U.S.-dollar denominated fixed income securities (issued in the United States) of non-U.S. developed and emerging market sovereign and corporate issuers when the managers believe they are attractive investments. The Western Asset Gov/Corp ESG portfolios employ the same strategies as the Western Asset GSM portfolios described above, combining the GSM7 portfolio investment approach with intermediate-term investment grade corporate bonds. Gov/Corp accounts may also include taxable municipal securities and investment grade, U.S.-dollar denominated fixed income securities (issued in the United States) of non-U.S. developed and emerging market sovereign and corporate issuers when the managers believe they are attractive investments. Western Asset conducts proprietary research utilized to avoid corporate issuers which do not align with ESG principles. The research analyst provides their assessment for each issuer, and documents those E, S and G factors deemed relevant for the issuer within their industry. The analysts opine on the ESG factors’ influence on the sustainability of the issuer’s business model and on the risk premium appropriate to its ESG profile and conduct engagements with issuers on an iterative basis to seek to increase awareness of ESG issues. With the general framework determined and specific issuer opportunities identified, the portfolio managers work with the traders and risk analytics to construct a portfolio that conforms to the desired strategic structure and incorporates the issuer and issue recommendations of the research analysts. Further, the team seeks to engage issuers to drive improvement in ESG themes. Risks. The main risks associated with Western Asset GSM and Western Asset Gov/Corp portfolios are General Investment Risk, Credit Risk, Interest Rate Risk and, for Gov/Corp portfolios, Non-U.S. Investment Risk as well as ESG Investing Risk with respect to Gov/Corp ESG portfolios. See Appendix A for explanations of these risks. Western Asset Enhanced Cash SMA In managing Western Asset Enhanced Cash SMA (“EC”) portfolios, Western Asset analyzes both the economy and specific investments. In performing economic analysis, Western Asset seeks to determine the direction of the economy and the direction of interest rates, as well as the implications that changes in economic fundamentals can have on the various categories of fixed income investments. Western Asset performs both duration and yield curve analysis to determine a maturity position and structure it believes will provide total returns superior to money market investments. Western Asset performs sector and security analysis decisions in an effort to identify value and in order to evaluate portfolio candidates *These portfolios are referred to as “Taxable Fixed Income” for Raymond James clients. 111  based on credit fundamentals and price. Western Asset may invest EC portfolios in dollar denominated U.S. Treasury or Agency securities, corporate obligations including commercial paper, corporate bonds, Eurobonds and Yankee debt, asset- backed securities, taxable and tax-exempt municipal bonds, and non-U.S. sovereign debt. Western Asset offers customized enhanced cash portfolios that are professionally managed in accordance with specific investment guidelines developed by the client in conjunction with the client’s financial advisor and Western Asset based on the client’s circumstances (including other investments), financial objectives and needs. Such guidelines may address one or more of the following: sector exposure limitations or restrictions; maturity and duration limitations applicable to overall portfolio or to individual portfolio holdings; credit quality specifications applicable to overall portfolio or to individual portfolio holdings, including actions that must be taken in the event of credit downgrades; individual issuer concentration limitations; exposure guidelines, limitations or restrictions for specific state of issuance (for municipal holdings); limitations or restrictions with respect to securities subject to AMT (alternative minimum tax); extent to which portfolio should focus on “ total return” or “income generation”; income generation targets; limitations on realization of short-term or long-term capital gains; and target levels of cash or short-term maturity investments. Risks. The main risks associated with EC portfolios are General Investment Risk, Credit Risk, Interest Rate Risk, Illiquidity Risk and Non-U.S. Investment Risk. Depending on the specific investment approach a client selects, additional significant risks may include Geographic Concentration Risk and Below Investment Grade Risk. See Appendix A for explanations of these risks. Western Asset Enhanced Cash Constrained SMA In managing Western Asset Enhanced Cash Constrained SMA (“ECC”) portfolios, Western Asset analyzes both the economy and specific investments. In performing economic analysis, Western Asset seeks to determine the direction of the economy and the direction of interest rates, as well as the implications that changes in economic fundamentals can have on the various categories of fixed income investments. Western Asset performs both duration and yield curve analysis to determine a maturity position and structure it believes will provide total returns superior to money market investments. Western Asset performs sector and security analysis decisions in an effort to identify value and in order to evaluate portfolio candidates based on credit fundamentals and price. Western Asset may invest ECC portfolios in dollar denominated U.S. Treasury or Agency securities, corporate obligations including commercial paper, corporate bonds, Eurobonds and Yankee debt, asset- backed securities, and non-U.S. sovereign debt. An ECC portfolio’s allocation to corporate debt securities typically is constrained to a maximum of 30%, determined at the time of purchase. The maximum maturity of any individual security in an ECC portfolio generally will not exceed five years. ECC portfolios typically have a maximum portfolio duration of three years or less. Duration is a measure of the price sensitivity of a fixed income security to a change in interest rates. Risks. The main risks associated with ECC portfolios are General Investment Risk, Credit Risk, Interest Rate Risk and Non- U.S. Investment Risk. See Appendix A for explanations of these risks. Western Asset Intermediate Corporate Bond Western Asset Intermediate Corporate Bond portfolios seek to produce total returns over complete market cycles that exceed appropriate benchmark returns. As part of this total return investment approach, the portfolios also seek to preserve principal. Western Asset manages these portfolios based on analysis of specific fundamental factors. The portfolio managers are responsible for monitoring daily market activity in an attempt to provide incremental return exceeding that expected under certain buy and hold and random trading strategies. These portfolios involve investments primarily in intermediate- term, investment grade (at time of purchase) corporate bonds with varying maturities. Intermediate Corporate Bond accounts may also include investments in U.S. federal agency securities, U.S. Treasury securities and U.S. dollar-denominated fixed income securities (issued in the United States) of non-U.S. corporate issuers. Intermediate Corporate Bond portfolios typically have a duration target of within +/-20% of their benchmark’s duration. 112  Risks. The main risks associated with Western Asset Intermediate Corporate Bond portfolios are General Investment Risk, Credit Risk, Interest Rate Risk and Non-U.S. Investment Risk. See Appendix A for explanations of these risks. Western Asset Custom Western Asset Custom portfolios are customized portfolios of fixed income securities that are professionally managed in accordance with specific investment guidelines developed by the client in conjunction with the client’s financial advisor and/or with the client’s Sponsor Firm and Western Asset based on the client’s circumstances (including other investments), financial objectives and needs or based on criteria established by the client’s Sponsor Firm. Such guidelines may address one or more of the following: maturity and duration limitations applicable to overall portfolio or to individual portfolio holdings; credit quality specifications applicable to overall portfolio or to individual portfolio holdings, including actions that must be taken in the event of credit downgrades; individual issuer concentration limitations; sector exposure limitations or restrictions; exposure guidelines, limitations or restrictions for specific issuers or types of fixed income securities; extent to which portfolio should focus on “ total return” or “income generation”; income generation targets; limitations on realization of short-term or long-term capital gains; and target levels of cash or short-term maturity investments. Risks. The main risks for Western Asset Custom portfolios are General Investment Risk, Credit Risk and Interest Rate Risk. Depending on the specific investment guidelines established for the portfolio, additional significant risks may include Below Investment Grade Risk, Geographic Concentration Risk, Industry Concentration Risk, Issuer Concentration Risk, Extension Risk, Illiquidity Risk, Non-U.S. Investment Risk and Prepayment Risk. A client should develop investment guidelines for a Western Asset Custom Portfolio only after considering the client’s specific circumstances (including other investments), financial objectives and needs. Fixed Income-Tax Favored The following disclosure applies to all of the Fixed Income–Tax Favored portfolios described below and to any other portfolios and strategies described in this brochure that invest in municipal and tax-exempt securities: FTPPG and the Subadvisers, including Western Asset, do not provide tax advice and, therefore, cannot guarantee that income from a municipal security or other tax-exempt security will not be taxable. Clients should consult their own tax advisers for tax advice. Western Asset Current Market Muni** Western Asset Current Market Muni ESG Western Asset Short-Term Muni Western Asset Current Market Muni portfolios seek total return over a market cycle, consisting of capital gain (taxable) and income that is exempt from regular U.S. income tax. Western Asset selects municipal securities for the portfolios with a focus on diversification within sectors and regions and high credit quality. Municipal securities include debt securities issued by any of the 50 states and their political subdivisions, agencies and public authorities, certain other governmental issuers (such as Puerto Rico, the U.S. Virgin Islands and Guam) and other qualifying issuers, and investments with similar economic characteristics, the income from which is exempt from regular U.S. income tax. Some municipal obligations, such as general obligation issues, are backed by the taxing power of the municipal issuer, while other municipal securities, such as revenue issues, are backed only by the revenue from certain facilities or other sources and not by the municipal issuer itself. By actively managing client portfolios, Western Asset seeks to enhance returns and reduce risks by taking advantage of shifts in the municipal yield curve, credit quality spreads and variations in market sectors. There are no restrictions on the average maturity of Current Market Muni portfolios. Depending on Western Asset’s interest rate outlook, the average maturity of bonds in Current Market Muni portfolios generally ranges from three to seven years. **For Ameriprise clients, these portfolios are referred to as “Western Asset U.S. Tax Exempt.” 113  In certain Single Contract Programs, Western Asset manages Current Market Muni portfolios as state-specific portfolios for clients that indicate certain states as their state of residence or tax state, unless the client or the client’s Sponsor Firm specifically selects a national or state-biased portfolio. Western Asset invests national portfolios in municipal securities of issuers in multiple states and U.S. jurisdictions. For state-specific portfolios, Western Asset seeks to invest only in municipal securities the income from which is exempt from state income taxes in the specified state, but may also invest, if warranted by market conditions including the available supply of municipal securities, in municipal securities the income from which is not exempt from state income taxes in the specified state. For state-biased portfolios, Western Asset emphasizes investments in municipal securities the income from which is exempt from state income taxes in the specified state, but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. Western Asset may limit the states for which state-specific and state-biased portfolios are available. It should be noted that state-specific and state-biased portfolios may have a higher concentration in certain sectors and issuers relative to national portfolios due to more limited diversity of in state issues. Most municipal bonds achieve their tax-exempt status by funding a “public good”. This unique feature of municipal bonds can be attractive for ESG investors that might seek a sustainability-oriented investment strategy. Western Asset seeks to incorporate ESG principles into its fundamental research and portfolio construction process for Western Asset Current Market Muni ESG portfolios by evaluating whether each individual bond’s “use of proceeds” aligns with ESG advancement. Western Asset maintains an independent assessment process to determine eligibility for the Western Asset Current Market Muni ESG portfolios. If Western Asset determines that a bond’s “use of proceeds” will be used for positive ESG advancement, then Western Asset treats such bond as having passed the environment or social components of its ESG analysis and as eligible for potential inclusion in Western Asset Current Market Muni ESG portfolios. Examples of securities that would promote ESG advancement include, without limitation, bonds whose proceeds will be used for the construction of a school, hospital, water purification project, energy efficient power plant, waste recovery plant, or efficient transportation. Western Asset seeks issuers and “use of proceeds” that align with the UN Sustainable Development Goals and ICMA’s Green and Social Bond Principles. While most municipal bonds achieve their tax-exempt status by funding a “public good”, not all tax- exempt bonds will be eligible for inclusion within Western Asset Current Market Muni ESG portfolios. Bonds secured by “sin taxes” (e.g., tobacco, liquor, gaming) generally will be excluded from such portfolios. In addition, Western Asset evaluates bond issuers and bond issues within the context of the United Nations Sustainability Development Goals (“UN SDGs”). Bonds issued by issuers with unmitigated ESG risks or misalignment with the UN SDGs also may be excluded from Western Asset Current Market Muni ESG portfolios. Separate and apart from its “use of proceeds” evaluation, Western Asset incorporates ESG risks into its credit analysis across all of its investment strategies. Many of these factors are readily measurable from governmental sources. From an environmental risk standpoint, risks associated with natural disasters such as fires, flooding and hurricanes are all natural disasters that have led to significant costs for municipalities. From a social risk standpoint, poverty, income inequality and employment trends have become increasingly important issues. More recently, certain municipalities have come under scrutiny for police brutality which can add to debt burdens due to increased training, surveillance, and litigation costs. Western Asset also has the ability to assess several governance risk factors, considering variables such as budgetary discipline and on time budgets. Western Asset believes that evaluating these ESG risk factors separately is useful and can be a helpful input in its assessment of a particular municipal bond issue’s credit risk. Western Asset’s ESG strategy seeks to support municipal bond issues that can mitigate ESG risks. Short-Term Muni portfolios seek total return over a market cycle, while aiming for a higher degree of stability and liquidity than Current Market Muni portfolios. Depending on Western Asset’s interest rate outlook, the average maturity of bonds in Short-Term Muni portfolios generally ranges between zero and three years. Risks. The main risks for Western Asset Current Market Muni, Western Asset Current Market Muni ESG and Western Asset Short-Term Muni portfolios are General Investment Risk, Credit Risk, Interest Rate Risk, Illiquidity Risk and, for state-specific 114  and state-biased portfolios, Geographic Concentration Risk. Western Asset Current Market Muni ESG portfolios are also subject to the ESG Investing Risk. See Appendix A for explanations of these risks. Western Asset Managed Municipals Western Asset Managed Municipals (“Managed Municipals”) portfolios seek to maximize current income exempt from regular federal income tax by investing primarily in municipal securities and other investments with similar economic characteristics, the interest of which is exempt from regular federal income tax but which may be subject to the federal alternative minimum tax. Managed Municipals portfolios involve investments in individual municipal securities as well as investments in shares of the Western Asset SMASh Series TF Fund, an open-end investment management company registered under the Investment Company Act of 1940, as amended (the “SMASh Series TF Fund”). Managed Municipals portfolios normally invest in intermediate-term and long-term municipal securities that have remaining maturities from one to more than thirty years at the time of purchase. They typically focus on investment grade bonds (that is, securities rated in the Baa/BBB categories or above or, if unrated, determined to be of comparable credit quality by Western Asset) but may, through investment in the SMASh Series TF Fund, invest up to 20% of their assets in below investment grade bonds (commonly known as “high yield” or “junk” bonds) in order to enhance current income. Western Asset selects individual municipal securities for Managed Municipals portfolios with a focus on diversification within sectors and regions. Municipal securities include debt securities issued by any of the 50 states and their political subdivisions, agencies and public authorities, certain other governmental issuers (such as Puerto Rico, the U.S. Virgin Islands and Guam) and other qualifying issuers, and investments with similar economic characteristics, the income from which is exempt from regular federal income tax. Some municipal securities, such as general obligation issues, are backed by the taxing power of the municipal issuer, while other municipal securities, such as revenue issues, are backed only by revenues from certain facilities or other sources and not by the municipal issuer itself. By actively managing client portfolios, Western Asset seeks to enhance returns and reduce risks by taking advantage of shifts in the municipal yield curve, credit quality spreads and variations in market sectors. The individual municipal securities portion of Managed Municipals portfolios typically will include securities of issuers in numerous states. Clients who are residents of California or New York have the option of selecting a state-biased portfolio with respect to the portion of the portfolio invested in individual municipal securities. For clients that select such a state-biased portfolio, Western Asset, to the extent consistent with its overall market views, emphasizes investments in municipal securities the income from which is exempt from state income taxes in the specified state, but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. The SMASh Series TF Fund’s prospectus describes the principal investment strategies of the SMASh Series TF Fund. The Managed Municipals managers use investments in shares of the SMASh Series TF Fund to obtain efficient exposure to certain types of securities, investment instruments or strategies that, due to their nature and/or factors such as liquidity, volatility and other risk characteristics, generally do not allow for practical and diversified exposure through direct client account investment in such securities, instruments or strategies, including without limitation below investment grade bonds. A Managed Municipals portfolio’s aggregate allocation to the SMASh Series TF Fund will vary over time based on the managers’ discretionary allocation decisions, as well as market fluctuations, but generally will be targeted at 40%-50%. A portfolio’s aggregate allocation to the SMASh Series TF Fund may temporarily exceed or be lower than the targeted level due to market fluctuations and pending rebalancing by the portfolio managers. The SMASh Series TF Fund may invest a portion of its assets in fixed income securities and other investments whose interest may be subject to federal income tax, as described in the SMASh Series TF Fund’s prospectus. By selecting a Managed Municipals portfolio, a client consents to the investment of account assets in the SMASh Series TF Fund, confirms that it has obtained and reviewed the prospectus for the SMASh Series TF Funds in connection with the client’s selection of a Managed Municipals portfolio, and authorizes Western Asset to accept delivery of the SMASh Series TF Funds’ prospectus on behalf of the client in connection with Western Asset’s ongoing provision of discretionary 115  investment management services. The client may revoke such consent by terminating the client’s Managed Municipals portfolio. In the event of such a termination, the managers will redeem the client’s SMASh Series TF Fund shares. An affiliate of Western Asset serves as the SMASh Series TF Fund’s manager and Western Asset serves as the SMASh Series TF Fund’s sub-adviser. Only separately managed account clients of Western Asset or its affiliates may purchase shares of the SMASh Series TF Fund. While neither the manager nor the sub-adviser of the SMASh Series TF Fund charges a management fee to the SMASh Series TF Fund, the manager and sub-adviser do receive portions of the fees clients pay for management of Managed Municipals portfolios. While Western Asset may accept delivery of the SMASh Series TF Funds’ prospectus on behalf of a client in connection with its ongoing provision of discretionary investment management services on behalf of the client’s account, a client is responsible for obtaining and reviewing the SMASh Series TF Funds’ prospectus in connection with the client’s selection of a Managed Municipals portfolio. A client may obtain a prospectus for the SMASh Series TF Funds from the client’s Sponsor Firm. The prospectus includes information concerning the SMASh Series TF Fund’s investment objective, strategies, investments and risks. The risks of investing in the SMASh Series TF Fund include the risks associated with investing in “junk bonds” or “high yield securities.” The prospectus also contains a description of the tax consequences associated with the redemption of the SMASh Series TF Fund shares and the receipt of dividend and capital gains distributions from the SMASh Series TF Fund. The SMASh Series TF Fund redemptions may occur as a result of rebalancing an account’s allocation to the SMASh Series TF Fund, account withdrawals and account termination. Risks. The main risks associated with Managed Municipals portfolio investments in individual municipal securities are General Investment Risk, Credit Risk, Interest Rate Risk, Illiquidity Risk, Extension Risk, Prepayment Risk, Investing in Funds Risk and, for state-specific and state-biased portfolios, Geographic Concentration Risk. See Appendix A for explanations of these risks. The risks associated with investments in the SMASh Series TF Fund are described in the SMASh Series TF Fund’s prospectus, which is available from Sponsor Firms. The risks of investing in the SMASh Series TF Fund, including the risks associated with investing in “junk bonds” or “high yield securities,” are described in the Fund’s prospectus, which is available from Sponsor Firms. Western Asset Municipal Opportunities Western Asset Municipal Opportunities portfolios seek to maximize risk-adjusted, after-tax total returns. Over a full market cycle, the strategy will seek to outperform the Bloomberg Barclays 1-15 Year Municipal Bond Index. Western Asset selects municipal securities for the portfolios with a focus on diversification within sectors and regions and investment grade quality at time of purchase. Municipal securities include debt securities issued by any of the 50 states and their political subdivisions, agencies and public authorities, certain other governmental issuers (such as Puerto Rico, the U.S. Virgin Islands and Guam) and other qualifying issuers, and investments with similar economic characteristics, the income from which is exempt from regular U.S. income tax. Some municipal obligations, such as general obligation issues, are backed by the taxing power of the municipal issuer, while other municipal securities, such as revenue issues, are backed only by the revenue from certain facilities or other sources and not by the municipal issuer itself. By actively managing client portfolios, Western Asset seeks to maximize risk-adjusted returns by taking advantage of shifts in the municipal yield curve, credit quality spreads and variations in market sectors. There are no restrictions on the average maturity of Municipal Opportunities portfolios. Depending on Western Asset’s interest rate outlook, the average duration of the bonds within Municipal Opportunities portfolios generally ranges +/- 2 years of the strategy benchmark, the Bloomberg Barclays 1-15 Year Municipal Bond Index. In certain Single Contract Programs, Western Asset manages Municipal Opportunities portfolios as state-specific portfolios for clients that indicate certain states as their state of residence or tax state, unless the client or the client’s Sponsor Firm specifically selects a national or state-biased portfolio. Western Asset invests national portfolios in municipal securities of issuers in multiple states and U.S. jurisdictions. For state-specific portfolios, Western Asset seeks to invest only in municipal securities the income from which is exempt from state income taxes in the specified state, but may also invest, if warranted by market conditions including the available supply of municipal securities, in municipal securities the income from which is not exempt from state income taxes in the specified state. For state-biased portfolios, Western Asset emphasizes 116  investments in municipal securities the income from which is exempt from state income taxes in the specified state, but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. Western Asset may limit the states for which state-specific and state-biased portfolios are available. It should be noted that state-specific and state-biased portfolios may have a higher concentration in certain sectors and issuers relative to national portfolios due to more limited diversity of in-state issues. Risks. The main risks for Western Asset Municipal Opportunities portfolios are General Investment Risk, Credit Risk, Interest Rate Risk and Illiquidity Risk. Depending on the specific investment approach a client selects, additional significant risks may include Geographic Concentration Risk and Below Investment Grade Risk. See Appendix A for explanations of these risks. Western Asset Tax-Aware Enhanced Cash SMA The Western Asset Tax-Aware Enhanced Cash SMA portfolios may invest in municipal securities, U.S. Treasury and Agency securities, corporate obligations including commercial paper, corporate bonds, Eurobonds and Yankee debt, asset-backed securities, and non-U.S. sovereign debt. Western Asset typically works with the client to develop an investment approach that reflects the client’s desired risk/reward profile and other investment preferences. Western Asset manages these portfolios with the objective of generating total return, including tax-exempt income from municipal securities and any other tax-favored investments. Municipal securities include debt securities issued by any of the 50 states and their political subdivisions, agencies and public authorities, certain other governmental issuers (such as Puerto Rico, the U.S. Virgin Islands and Guam) and other qualifying issuers, and investments with similar economic characteristics, the income from which is exempt from regular U.S. income tax. Some municipal obligations, such as general obligation issues, are backed by the taxing power of the municipal issuer, while other municipal securities, such as revenue issues, are backed only by the revenue from certain facilities or other sources and not by the municipal issuer itself. Risks. The main risks for Western Asset Tax-Aware Enhanced Cash SMA portfolios are General Investment Risk, Credit Risk, Interest Rate Risk, Illiquidity Risk and Non-U.S. Investment Risk. Depending on the specific investment approach a client selects, additional significant risks may include Geographic Concentration Risk and Below Investment Grade Risk. See Appendix A for explanations of these risks. Western Asset Municipal Bond Ladders Western Asset Municipal Bond Ladders seek to provide periodic income that is exempt from regular U.S. income tax through investment in a diversified portfolio of municipal securities with laddered maturities. “Laddering” involves building a portfolio of municipal securities with staggered maturities so that a portion of the portfolio will mature periodically. The client selects a maturity range for the ladder from among those ranges made available by Western Asset. Currently, 1-5 Year, 1-10 Year, 1-15 Year, 1-17 Year, 1-30 Year, and flexible maturity ranges are available but Western Asset may make other maturity ranges available from time to time. A client should develop investment guidelines for a flexible maturity ladders portfolio only after considering the client’s specific circumstances (including other investments), financial objectives and needs. Individual municipal securities are purchased with the intent to hold such security until maturity unless Western Asset determines to sell such security due to credit concerns or the sale of such security is needed to fund a client withdrawal of funds. To maintain the ladder, money that comes in from maturing bonds is typically reinvested in bonds with longer maturities within the range of the ladder. Western Asset Municipal Bond Ladders will invest in individual municipal securities that are rated Baa/BBB or above at the time of purchase by one or more Nationally Recognized Statistical Rating Organizations or, if unrated, in securities of comparable quality at the time of purchase, as determined by Western Asset. Western Asset selects and monitors securities for Western Asset Municipal Bond Ladders using Western Asset’s proprietary research. Western Asset Municipal Bond Ladders generally will include securities of issuers in multiple states and U.S. jurisdictions. Clients who are residents of California, New York or certain other states have the option of selecting a state- specific or state-biased portfolio. For state-specific portfolios, Western Asset seeks to invest only in municipal securities the income from which is exempt from state income taxes in the specified state, but may also invest, if warranted by market 117  conditions including the available supply of municipal securities, in municipal securities the income from which is not exempt from state income taxes in the specified state. For state-biased portfolios, Western Asset emphasizes investments in municipal securities the income from which is exempt from state income taxes in the specified state but may also invest in municipal securities the income from which is not exempt from state income taxes in the specified state. Western Asset may limit the states for which state-specific and state-biased portfolios are available. It should be noted that state-specific and state-biased portfolios may have a higher concentration in certain sectors and issuers relative to national portfolios due to more limited diversity of in state issues. Upon request, a client may choose to customize the Western Asset Municipal Bond Ladders to incorporate the use of taxable securities (treasuries, agencies, and taxable municipal bonds) to maximize after- tax yield based on client federal and state tax brackets. Risks. The main risks for Western Asset Municipal Bond Ladders are General Investment Risk, Credit Risk, Interest Rate Risk, Illiquidity Risk and, for state-specific and state-based portfolios, Geographic Concentration Risk. See Appendix A for explanations of these risks. Western Asset Tax Aware Western Asset Tax Aware portfolios seek to produce total returns over complete market cycles that exceed benchmark returns through an actively managed, tax-efficient portfolio that has taxable and tax-exempt components. Western Asset determines a portfolio’s allocation to taxable and tax-exempt components in its discretion. Such allocations will vary over time due to market movements and Western Asset’s allocation decisions. Investments may include municipal obligations that are exempt from U.S. federal income tax and taxable fixed income obligations such as U.S. Treasury and agency, corporate and mortgage-backed obligations. U.S. dollar- denominated fixed income securities of non-U.S. developed and emerging market sovereign and corporate issuers may also be included in the taxable component of portfolios. Securities will have a minimum rating of Baa3/BBB- at the time of purchase, using the higher of split ratings. Securities downgraded below Baa3/BBB- will be evaluated by Western Asset on a case-by-case basis. A Western Asset Tax Aware portfolio’s investment in taxable fixed income obligations could be significant. Risks. The main risks for Western Asset Tax Aware portfolios are General Investment Risk, Credit Risk, Interest Rate Risk, Extension Risk, Prepayment Risk, Below Investment Grade Risk, Illiquidity Risk and Non-U.S. Investment Risk. See Appendix A for explanations of these risks. Western Asset Tax Aware Bond Ladders Western Asset Tax Aware Ladder portfolios are designed to generate high levels of after-tax income by investing in a mix of tax-exempt municipal bonds, Treasury bonds, corporate bonds, and mortgage-backed securities. Western Asset determines the allocation between tax-exempt and taxable securities at its discretion, with the potential to consider clients’ income tax rates. These allocations may change over time in response to market movements and Western Asset’s investment decisions. While ladder strategies are typically structured as buy-and-hold-to-maturity solutions, with regular principal maturity, allocations to more liquid taxable securities can provide additional liquidity to support tax management or to capture relative after-tax income and total return opportunities. Tax Aware Ladder strategies are defined by fixed maturity ranges (e.g., 1-5, 1–10, 1–15, 1-17, 1-30 years or flexible maturity), though customization of these tenors is available based on client requests and platform guidelines. A client should develop investment guidelines for a flexible maturity portfolio only after considering the client’s specific circumstances (including other investments), financial objectives and needs. Risks. The main risks for Western Asset Tax Aware Bond Ladders are General Investment Risk, Credit Risk, Interest Rate Risk, Illiquidity Risk and, for state-specific and state-based portfolios, Geographic Concentration Risk. See Appendix A for explanations of these risks. 118  Western Asset Custom Muni Western Asset Custom Muni Portfolios are customized portfolios of municipal and other securities that are professionally managed in accordance with specific investment guidelines developed by the client in conjunction with the client’s financial advisor and/or with the client’s Sponsor Firm and Western Asset based on the client’s circumstances (including other investments), financial objectives and needs or based on criteria established by the client’s Sponsor Firm. Such guidelines may address one or more of the following: maturity and duration limitations applicable to overall portfolio or to individual portfolio holdings; credit quality specifications applicable to overall portfolio or to individual portfolio holdings, including actions that must be taken in the event of credit downgrades; individual issuer concentration limitations; sector exposure limitations or restrictions; exposure guidelines, limitations or restrictions for specific states; limitations or restrictions with respect to securities subject to AMT (alternative minimum tax); ability to invest in securities other than tax-free municipal securities, including without limitation taxable municipal bonds, corporate bonds, U.S. Treasury or agency securities, preferred stock and variable rate demand notes; extent to which portfolio should focus on “ total return” or “income generation”; income generation targets; limitations on realization of short-term or long-term capital gains; and target levels of cash or short-term maturity investments. Risks. The main risks for Western Asset Custom Muni Portfolios are General Investment Risk, Credit Risk, Interest Rate Risk and Illiquidity Risk. Depending on the specific investment guidelines established for the portfolio, additional significant risks may include Geographic Concentration Risk, Industry Concentration Risk, Issuer Concentration Risk, Extension Risk, Prepayment Risk and Below Investment Grade Risk. See Appendix A for explanations of these risks. A client should develop investment guidelines for a Western Asset Custom Muni Portfolio only after considering the client’s specific circumstances (including other investments), financial objectives and needs. Additional Portfolios Franklin Templeton Multiple Discipline Account® The Franklin Templeton Multiple Discipline Account® enables clients to allocate their assets among multiple investment styles using one client account.4 Currently, FTPPG makes the following investment styles described in this Brochure available (generally in pre-set allocation combinations) in the Multiple Discipline Account: ClearBridge All Cap Growth, ClearBridge Appreciation, ClearBridge Dividend Strategy, ClearBridge Growth, ClearBridge International Value ADR, ClearBridge International Growth ADR, ClearBridge Large Cap Growth, ClearBridge Large Cap Value, ClearBridge Value, Franklin Intermediate Government Bond, Western Asset Core Plus, Western Asset Current Market Muni, and Western Asset GSM 7- Year. All of these Multiple Discipline Account portfolio options are described below. FTPPG may make additional portfolios available in Multiple Discipline Accounts for which a Franklin Templeton Custom Asset Management level of service is selected. See “Franklin Templeton Custom Asset Management” in Section B of this Item 8 for information about these service levels. FTPPG, or the other firm that implements Subadviser investment decisions, purchases and sells securities for the client’s Franklin Templeton Multiple Discipline Account based on instructions received from the Subadvisers responsible for the applicable investment styles. Where FTPPG implements Subadviser investment decisions, it may make adjustments if one or more segments of the client’s allocation becomes over- or under-weighted as a result of market appreciation or depreciation. FTPPG generally makes such adjustments (excluding adjustments requested by clients) with the approval of the applicable Subadviser(s). Where a firm other than FTPPG implements Subadviser investment decisions, such other firm may make adjustments if one or more segments of the client’s allocation become over- or under-weighted as a result of market appreciation or depreciation. Because all over- and under-weights will not result in allocation adjustments, over time a client’s allocation may shift as 4 Multiple Discipline Account® is a trademark of Morgan Stanley Smith Barney LLC. FTPPG, which is not affiliated with Morgan Stanley Smith Barney LLC, uses this trademark under license. 119  markets change. As a result of the possibility of allocation adjustments, the performance and tax attributes of a Franklin Templeton Multiple Discipline Account may differ from the performance and tax attributes of single-style portfolios that are managed separately. Please see the tables on the following pages for a description of available Franklin Templeton Multiple Discipline Account portfolios. The current equity-oriented investment options offered in Franklin Templeton’s Multiple Discipline Account are as follows: Target Allocations Available Substitutions5 Investment Management Portfolio 50% ClearBridge All Cap Growth MDA0 – Franklin Templeton All Cap Blend6 ClearBridge Large Cap Value for ClearBridge Value 50% ClearBridge Value MDA1- Franklin Templeton 50% ClearBridge Large Cap Growth ClearBridge Value for ClearBridge Large Cap Value Large Cap Blend7 50% ClearBridge Large Cap Value, If this substitution is made, portfolio is referred to as “MDA1A – Franklin Templeton Multi-Cap Blend II” 70% ClearBridge Large Cap Growth MDA2 – Franklin Templeton Global Large Cap Growth ClearBridge International Value ADR for ClearBridge International Growth ADR 30% ClearBridge International Growth ADR 70% ClearBridge Dividend Strategy MDA3 – Franklin Templeton Dividends & Growth ClearBridge Appreciation for ClearBridge Dividend Strategy 30% ClearBridge Growth 40% ClearBridge Large Cap Growth MDA4 – Franklin Templeton Global Multi-Cap Growth ClearBridge International Value ADR for ClearBridge International Growth ADR 30% ClearBridge International Growth ADR 30% ClearBridge Growth 40% ClearBridge Large Cap Growth MDA5 – Franklin Templeton Multi-Cap Blend III ClearBridge Value for ClearBridge Large Cap Value 40% ClearBridge Large Cap Value 20% ClearBridge Growth If this substitution is made, portfolio is referred to as “MDA5A – Franklin Templeton Diversified All Cap” 40% ClearBridge Large Cap Growth • ClearBridge Value for ClearBridge Large MDA6 – Franklin Templeton Global Large Cap Blend Cap Value 40% ClearBridge Large Cap Value 20% ClearBridge International Growth • ClearBridge International Value ADR for ClearBridge International Growth ADR ADR 120  Target Allocations Available Substitutions5 Investment Management Portfolio 30% ClearBridge Large Cap Growth • ClearBridge Value for ClearBridge Large MDA7 – Franklin Templeton Global Growth Cap Value 30% ClearBridge Large Cap Value 20% ClearBridge International Growth ADR If this substitution is made, portfolio is referred to as “MDA7A – Franklin Templeton Global All Cap” 20% ClearBridge Growth • ClearBridge International Value ADR for ClearBridge International Growth ADR 40% ClearBridge All Cap Growth • ClearBridge Large Cap Value for MDA8 – Franklin Templeton Global All Cap Blend ClearBridge Value 40% ClearBridge Value 20% ClearBridge International Value ADR 70% ClearBridge Value N/A Franklin Templeton-Multi-Cap Blend I 30% ClearBridge Growth 40% ClearBridge Large Cap Growth N/A Franklin Templeton-Global Mid- Large Cap Blend 30% ClearBridge Mid Cap 30% ClearBridge International Growth ADR Franklin Templeton-Balanced 60% Western Asset GSM 7-Year Franklin Intermediate Government Bond for Western Asset GSM 7-Year 20% ClearBridge Large Cap Value 20% ClearBridge Large Cap Growth 40% Western Asset GSM 7-Year Franklin Templeton-Growth & Income Franklin Intermediate Government Bond for Western Asset GSM 7-Year 20% ClearBridge Large Cap Value 20% ClearBridge Large Cap Growth 20% ClearBridge International Growth ADR 20% Western Asset GSM 7-Year Franklin Templeton—Moderate Growth Franklin Intermediate Government Bond for Western Asset GSM 7-Year 20% ClearBridge Large Cap Growth 20% ClearBridge Large Cap Value 20% ClearBridge Mid Cap 121  Target Allocations Available Substitutions5 Investment Management Portfolio 20% ClearBridge International Growth ADR Franklin Templeton—Growth 25% ClearBridge Large Cap Value N/A 25% ClearBridge Large Cap Growth 25% ClearBridge Mid Cap 25% ClearBridge International Growth ADR 5Where a substitution is made, an “A” is added at the end of the name of the MDA portfolio to reflect such substitution. For example, a Franklin Templeton All Cap Blend portfolio that includes ClearBridge Large Cap Value instead of ClearBridge Value is referred to as a “MDA0A” portfolio. 6For Linsco Private Ledger clients, the Franklin Templeton MDA0 or All Cap Blend portfolios are referred to as “MDA-All Cap Core.” 7For Ameriprise clients, MDA1 or Large Cap Blend portfolios with allocations to ClearBridge Large Cap Growth and ClearBridge Large Cap Value are referred to as “Franklin Templeton Large Cap”. Each of the above equity-oriented options with a numeric identifier and Franklin Templeton-Global Mid-Large Cap Blend are also offered as part of the following balanced investment options offered in Franklin Templeton’s Multiple Discipline Account: 122  Target Allocations Available Substitutions Investment Management Portfolio 70% Equity (see equity allocations above) Franklin Templeton Balanced 70/30 (taxable) 30% Western Asset GSM 7-Year9 Western Asset Core Plus or Franklin Intermediate Government Bond for Western Asset GSM 7-Year 70% Equity (see equity allocations above) N/A Franklin Templeton Balanced 70/30 (tax-favored) 30% Western Asset Current Market Muni10 60% Equity (see equity allocations above) Franklin Templeton Balanced 60/40 (taxable) 40% Western Asset GSM 7-Year9 Western Asset Core Plus or Franklin Intermediate Government Bond for Western Asset GSM 7-Year 60% Equity (see equity allocations above) N/A Franklin Templeton Balanced 60/40 (tax favored) 40% Western Asset Current Market Muni10 9 For clients of Morgan Stanley Wealth Management on researched platforms, balanced portfolios typically utilize Western Asset GSM 5-Year rather than Western Asset GSM 7-Year. 10 If Western Asset Current Market Muni is selected, depending on the total amount of assets in the portfolio, there could be fewer positions and less turnover with respect to that portion of the Franklin Templeton Balanced portfolio than would be the case if an investor invested in Western Asset Current Market Muni as a stand-alone investment portfolio. This is due to potentially lower portfolio assets being committed to the Western Asset Current Market Muni strategy as part of the Franklin Templeton Balanced portfolio than would be the case if the investor invested in the strategy as a stand-alone portfolio, which has a $100,000 investment minimum. The equity portion of each of the above balanced investment options is invested in one of the Franklin Templeton Multiple Discipline Account equity investment options set forth above, as designated by the client, provided that the target percentage allocation to an asset class utilized under an equity option is subject to adjustment, based on methodology established by FTPPG, so that the target percentage allocation to such asset class, expressed as a percentage of the client’s entire account, is a whole number percentage allocation. FTPPG and the Subadvisers do not provide asset allocation advice as part of their investment advisory services for Franklin Templeton Multiple Discipline Accounts. For accounts in excess of $500,000, the client may be able to tailor the asset allocation and investment management portfolios. Certain Franklin Templeton Multiple Discipline Account portfolios no longer available to new clients, but still provided to existing clients who selected such portfolios, are not specifically described in this brochure herein. FTPPG may have referred to certain of these portfolios with numbers (e.g., MDA3) that now refer to different, currently offered Franklin Templeton Multiple Discipline Account portfolios. Clients who continue to receive investment management services in accordance with Franklin Templeton Multiple Discipline Account portfolios no longer specifically described in this brochure should contact their Sponsor Firm representatives if they have questions about such portfolios. Risks. Franklin Templeton Multiple Discipline Accounts are subject to the risks associated with their underlying investment styles and to Blend Style Investing Risk, as described in this brochure and in Appendix A hereto. 123  ClearBridge Dynamic MDAs FTPPG and ClearBridge make available various ClearBridge Dynamic MDA portfolios that allocate client assets among certain of the ClearBridge equity investment styles described above as well as ClearBridge Global Infrastructure Income investment style described in the Form ADV, Part 2A Disclosure Brochure of ClearBridge Investments (North America) Pty Limited, certain of the ClearBridge Fixed Income ETF Model portfolios described below in “Custom Asset Management-ClearBridge Fixed Income ETF Models”, and the Western Asset Gov/Corp investment style described above. Available ClearBridge Dynamic MDA Portfolios include: Investment Management Portfolio Underlying Investment Styles Allocation Bands ClearBridge Dynamic MDA U.S. Growth Portfolio 20% - 55% 20% - 55% 20% - 55% ` ClearBridge Dynamic MDA Global Growth Portfolio ClearBridge Dynamic MDA Global Growth and Value Portfolio ClearBridge Dynamic MDA Global Growth and Value ESG Portfolio ClearBridge Dynamic MDA U.S. Dividend Balanced Portfolio ClearBridge Large Cap Growth ClearBridge Mid Cap Growth ClearBridge Small Cap Growth ClearBridge All Cap Growth ClearBridge Mid Cap Growth ClearBridge International Growth ADR ClearBridge All Cap Growth ClearBridge Dividend Strategy ClearBridge International Growth ADR ClearBridge Large Cap Growth ESG ClearBridge Value ESG ClearBridge International Growth ADR ESG ClearBridge Appreciation ClearBridge Dividend Strategy ClearBridge Select ETF Investment Grade Bond 20% - 55% 20% - 55% 20% - 55% 20% - 55% 20% - 55% 20% - 55% 20% - 50% 20% - 50% 15% - 55% ClearBridge Dynamic MDA Global Dividend Balanced Portfolio 20% - 55% 20% - 55% 20% - 55% ClearBridge Dividend Strategy ClearBridge Global Infrastructure Income ClearBridge Select ETF Investment Grade Bond ClearBridge allocates a portfolio’s assets among the designated underlying investment styles, generally operating within the allocation bands set forth above. ClearBridge seeks to add value by periodically reviewing and adjusting a portfolio’s allocation among its underlying investment styles within the allocation bands set forth above. ClearBridge may also change the designated underlying investment styles from time to time. In the event that a portfolio’s allocation to an underlying investment style exceeds the upper end of its allocation band or drops below the lower end of its allocation band due to market movements, ClearBridge will take steps to promptly adjust the portfolio’s allocation to such investment style so that such allocation is brought back within the allocation band. ClearBridge’s asset allocation determinations, reviews and adjustments are made using a proprietary, quantitative model that helps ClearBridge assess the relative attractiveness of various asset categories and potential for increased returns relative to risk using various combinations of underlying investment styles. The goal of the process is to seek to enhance an account’s long-term performance and risk-adjusted returns relative to portfolios that are not subject to regular asset allocation reviews and adjustments. As a result of the dynamic asset allocation process described above, the performance and tax attributes of a ClearBridge Dynamic MDA will differ from the performance and tax attributes of single-style portfolios that are managed separately. Allocation adjustments among underlying investment styles will result in the realization of capital gains and losses. 124  Risks. ClearBridge Dynamic MDA portfolios are subject to the risks associated with their underlying investment styles, including ESG Investing Risk, as described in this brochure and in Appendix A. In addition, such accounts are subject to Asset Allocation Risk and Blend Style Investing Risk. See Appendix A for an explanation of Asset Allocation Risk. OSAM CANVAS Managed Options Strategies Risk Managed Equity Option Overlay Strategy The Risk Managed Equity Option Overlay strategy is a co-managed, integrated strategy implemented in coordination between OSAM and an affiliated Subadviser (the “Affiliate Subadviser”). An equity portfolio, generally consisting of equity securities and cash, managed by the Affiliate Subadviser (the “Equity Sleeve”) will be invested in accordance with the designated equity strategy of the Affiliate Subadviser. In addition, an option portfolio (the “Option Sleeve”), generally consisting of the sale of call options and the purchase of put spreads (as described below) will be managed by OSAM. Currently, the strategy is not offered in conjunction with any particular equity investment management strategy. In the future the strategy could be made available in conjunction with one of the investment management portfolios described in this brochure. The goal of the combined Equity Portfolio and integrated Option Portfolio (together the “Risk Managed Equity Strategy” or “RMES”) is to provide a single integrated solution with investment results that have a lower volatility, smaller drawdowns, and faster recoveries after drawdowns than that of the Equity Sleeve alone. While the goal of the strategy is to provide a single, integrated solution, the applicable Affiliate Subadviser manages the Equity Sleeve and cash independently and without input from OSAM, and OSAM manages the Option Sleeve independently and without input from the applicable Affiliate Subadviser. RMES will consist of i) cash and an equity portfolio managed by the Affiliate Subadviser consistent with the guidelines of such equity strategy; ii) OSAM selling a series of short dated call options based on an index, (“Reference Security”) that OSAM chooses to track the performance of the Equity Sleeve; iii) OSAM buying a series of put spreads (buying a put option and simultaneously selling a put option with a lower strike price than the purchased put option, both with the same maturity) based on the Reference Security; and iv) OSAM purchasing to close short call options and/or selling to close long put spreads when OSAM determines the risk vs. reward characteristics are no longer attractive. To the extent an option transaction raises cash (an option sale), such cash will be included in the Equity Sleeve and invested at the discretion of the Affiliate Subadviser. To the extent an option transaction uses cash (a purchase), such cash will come from the Equity Sleeve. If cash used to purchase an option would otherwise create a debit cash balance in the account, the Affiliate Subadviser will sell equity to satisfy such cash debit. Risks. The main risks of the Option Sleeve of the OSAM Risk Managed Equity Option Overlay Strategy are described under “Risks Relating to the OSAM Canvas Managed Options Strategies” in Appendix A. The main risks of the Equity Sleeve of the strategy are the risks for the investment management portfolio designated for such sleeve. Such risks are identified in the description of such portfolio in Item 8 of this brochure and described in Appendix A of this brochure. Managed Call Selling Option Overlay Strategy The Managed Call Selling Option Overlay strategy is a co-managed, integrated strategy implemented in coordination between OSAM and an affiliate of OSAM (the “Affiliate Subadviser”). An equity portfolio, generally consisting of equity securities and cash, managed by the Affiliate Subadviser (the “Equity Sleeve”) will be invested in accordance with the designated equity strategy of the Affiliate Subadviser. In addition, an option portfolio (the “Option Sleeve”), generally consisting of the sale of call options (as described below) will be managed by OSAM. Currently, this strategy is offered in conjunction with ClearBridge Dividend Strategy and ClearBridge Appreciation, 125  and in the future it could be made available in conjunction with other investment management portfolios described in this brochure. The goal of the combined Equity Portfolio and integrated Option Portfolio (together the “Managed Call Selling Equity Strategy” or “MCCS”) is to provide a single integrated solution that outperforms the performance of the Equity Sleeve alone in periods when the Equity Sleeve depreciates, is flat or moderately appreciates. Further a goal is for MCCS to experience a lower volatility that that of the Equity Sleeve alone. While the goal of the strategy is to provide a single, integrated solution, the applicable Affiliate Subadviser manages the Equity Sleeve and cash independently and without input from OSAM , and OSAM manages the Option Sleeve independently and without input from the applicable Affiliate Subadviser. MCCS will consist of i) an equity portfolio managed by the Affiliate Subadviser consistent with the guidelines of such equity strategy; ii) OSAM selling a series of short dated call options based on an index, Exchange Traded Fund (“ETF”) or security (“Reference Security”) that OSAM chooses to track the performance of the Equity Sleeve; iii) OSAM purchasing to close short call options when OSAM determines the risk vs. reward characteristics are no longer attractive; and iv) OSAM buying or selling stocks, ETFs or other assets to satisfy call selling obligations. To the extent an option transaction raises cash (an option sale), such cash will be included in the Equity Sleeve and invested at the discretion of the Affiliate Subadviser. To the extent an option transaction uses cash (a purchase), such cash will come from the Equity Sleeve. If cash used to purchase an option would otherwise create a debit cash balance in the account, the Affiliate Subadviser will sell equity to satisfy such cash debit. Risks. The main risks of the Option Sleeve of the OSAM Managed Call Selling Option Overlay Strategy are described under “Risks Relating to the OSAM Canvas Managed Options Strategies” in Appendix A. The main risks of the Equity Sleeve of the strategy are the risks for the investment management portfolio designated for such sleeve. Such risks are identified in the description of such portfolio in Item 8 of this brochure and described in Appendix A of this brochure. B. Custom Asset Management FTPPG and ClearBridge may make available two types of customized investment management services: Custom Multiple Discipline Account and Custom Portfolios. Custom Portfolios may also be referred to as “ClearBridge Private Client Management” accounts. ClearBridge Fixed Income ETF Models FTPPG and Sponsor Firms may make available ClearBridge Fixed Income ETF Models portfolios as part of ClearBridge Dynamic MDA, Custom MDA and multi-style Custom Portfolio accounts that include one or more equity styles (they generally are not available on a standalone basis). The fixed income ETF portfolios clients may be able to select are the ClearBridge Active ETF U.S. Treasury Portfolio, the ClearBridge Active ETF Municipal Portfolio, the ClearBridge Active ETF Taxable Portfolio, the ClearBridge Active ETF High Income Portfolio, the ClearBridge Select ETF Municipal Portfolio and the ClearBridge Select ETF Investment Grade Bond Portfolio. In addition, ClearBridge, in its sole discretion, may agree to client requests for different fixed income ETF portfolios. In determining the composition of each ETF portfolio, ClearBridge seeks to provide the client with investment exposure to the specified fixed income sector(s) through investment in one or more ETFs and to attain any other client objective ClearBridge has specifically agreed to pursue. In the case of an “Active ETF” portfolio, ClearBridge selects the underlying fixed income ETFs and actively manages the portfolio’s allocations to such fixed income ETFs. In the case of a “Select ETF” portfolio, ClearBridge selects the underlying fixed income ETFs, but does not anticipate making changes to the portfolio’s allocations to underlying ETFs except under exceptional market conditions. An ETF is an unmanaged compilation of multiple individual securities and typically represents a particular securities index or sector of the securities market. All ETFs are subject to their own level of expenses. A client will bear a proportionate share of these expenses for each ETF held in the client’s account, in addition to the wrap or management fees charged at the client 126  account level. An ETF’s prospectus describes the ETF’s expenses, along with the risks associated with investing in the ETF. Clients may obtain ETF prospectuses from their Sponsor Firms. Risks. The Main risks for all ClearBridge Fixed Income ETF Models portfolios include General Investment Risk, Credit Risk, Extension Risk, Interest Rate Risk and Prepayment Risk. Additional main risks for the ClearBridge Active ETF Taxable Portfolio and the ClearBridge Active ETF High Income Portfolio are Below Investment Grade Risk and Non-U.S. Investment Risk. An additional main risk for the ClearBridge Select ETF Investment Grade Bond Portfolio is Non-U.S. Investment Risk. Additional main risks for the ClearBridge Active ETF Municipal Portfolio and the ClearBridge Select ETF Municipal Portfolio are Illiquidity Risk and Geographic Concentration Risk. See Appendix A for explanations of these risks. ClearBridge Non-Taxable Fixed Income Management5 For clients who select Custom Portfolios, ClearBridge may make available fixed income management for non-taxable fixed income investments. ClearBridge generally works with such clients who select ClearBridge Non-Taxable Fixed Income Management to develop a fixed income investment approach that reflects the client’s desired risk/reward profile for the portfolio and other investment preferences. A client may request that ClearBridge apply environmental, social and governance criteria and other social screens (such as specific mission-consistent or faith-based screens) in managing the client’s portfolio. Non-taxable fixed income investments consist of municipal securities, which include debt securities issued by any of the 50 states and their political subdivisions, agencies and public authorities, certain other governmental issuers (such as Puerto Rico, the U.S. Virgin Islands and Guam) and other qualifying issuers, and investments with similar economic characteristics, the income from which is exempt from regular U.S. income tax. Gains from the sale of municipal securities generally are subject to capital gains tax. For clients who choose a state-specific portfolio, ClearBridge seeks to invest only in municipal securities the income from which is exempt from state income taxes in the specified state, but may also invest, if warranted by market conditions including the available supply of municipal securities, in municipal securities the income from which is not exempt from state income taxes in the specified state. For clients who choose a state-biased portfolio, ClearBridge emphasizes municipal securities the income from which is exempt from state income taxes in the specified state, but also may invest in other municipal securities. It should be noted that state-specific and state-biased portfolios may have a higher concentration in certain sectors and issuers relative to national portfolios due to more limited diversity of in state issues. Risks. The main risks associated with ClearBridge Non-Taxable Fixed Income Management include General Investment Risk, Credit Risk, Extension Risk, Interest Rate Risk and Prepayment Risk. Depending on the specific investment approach, main risks may also include ESG Investing Risk, Geographic Concentration Risk, Issuer Concentration Risk and Illiquidity Risk. See Appendix A for explanations of these risks. ClearBridge Taxable Fixed Income Management For clients who select Custom Portfolios, ClearBridge may make available fixed income management for taxable fixed income investments. ClearBridge generally works with such clients who select ClearBridge Taxable Fixed Income Management to develop a fixed income investment approach that reflects the client’s desired risk/reward profile for the portfolio and other investment preferences. A client may request that ClearBridge apply environmental, social and governance criteria and other social screens (such as specific mission-consistent or faith-based screens) in managing the client’s portfolio. Taxable fixed income investments may include U.S. Government and Agency securities, taxable municipal securities, corporate notes and bonds, commercial paper, planned amortization class collateralized mortgage obligations (“CMOs”) and other early- tranche CMOs. ClearBridge Taxable Fixed Income Management portfolios may also make limited investments in shares of preferred stock. 5FTPPG and ClearBridge do not provide tax advice and, therefore, cannot guarantee that income from a municipal security will not be taxable. Clients should consult their own tax advisers for tax advice. 127  Risks. The main risks associated with ClearBridge Taxable Fixed Income Management include General Investment Risk, Credit Risk, Extension Risk, Interest Rate Risk and Prepayment Risk. Depending on the specific investment approach, main risks may also include ESG Investing Risk, Geographic Concentration Risk, Issuer Concentration Risk and Illiquidity Risk. See Appendix A for explanations of these risks. Custom MDA As described under “Franklin Templeton Multiple Discipline Account®,” a Custom Multiple Discipline Account allows the client to tailor asset allocation to two or more management styles using one account. FTPPG does not provide asset allocation advice as part of its investment advisory services in connection with Custom Multiple Discipline Accounts. Apart from the client’s tailoring of the account’s asset allocation (by specifying approximate target allocations for the account), FTPPG manages Custom Multiple Discipline Accounts in the same manner as Franklin Templeton Multiple Discipline Accounts with pre-set asset allocations. Custom Portfolios/ClearBridge Private Client Management For a Custom Portfolio or ClearBridge Private Client Management account, the client works with a ClearBridge portfolio manager to select one or more ClearBridge investment styles and approximate target allocations. Available ClearBridge investment styles may include not only ClearBridge equity strategies but also ClearBridge Taxable Fixed Income Management or ClearBridge Non-Taxable Fixed Income Management strategies (see below). Custom Portfolios allow for greater tailoring to client needs than may be available for a non-Custom account, including accommodation of a wider range of client-imposed restrictions. Available customization features may include rebalancing based on client needs, responsiveness to tax considerations and coordination of tax-sensitive selling. In addition, although ClearBridge’s separate account management services generally are model-based, ClearBridge may agree to manage Custom Portfolio accounts in accordance with modified investment models, or in some cases without reference to a specific ClearBridge investment style, in order to meet specific income requirements or other client preferences and needs. A Custom Portfolio may have one or more of the following investment features, each of which involves an increased risk of loss to the client: (i) less security holdings (i.e., less diversification) than in non-customized accounts; (ii) different security weightings than in non-customized accounts; and (iii) security holdings that are not held in non-customized accounts. The management and performance of Custom Portfolios typically will vary from the management and performance of non- customized portfolios of the same style(s) due to one or more of the customization features described above. In addition, ClearBridge’s application of customization features to Custom Portfolio accounts may result in trades for such accounts being placed after trades in the same securities are placed for non-customized accounts of the same style. Any such timing differences could negatively impact Custom Portfolios. A Custom Portfolio account will subject a client to the main risks described in this brochure for each investment style represented in the account and generally will also involve additional risks associated with the client’s customization requirements. The additional risks associated with a Custom Portfolio account may include any one or more of the risks explained in Appendix A. Clients should impose customization requirements only after considering the client’s specific circumstances (including other investments), financial objectives and needs. A Custom Portfolio may be invested in shares of closed-end funds, including closed-end funds for which one or more affiliates of FTPPG serves as investment manager or adviser and earns management or advisory fees. A client will bear a proportionate share of the fees and expenses incurred by any closed-end fund held in the client’s account in addition to the wrap or management fees charged at the client account level. Any purchases of such shares are made in secondary market transactions. Accordingly, the purchase of such shares on behalf of client accounts does not result in increased compensation for FTPPG’s affiliates. Closed-end funds often utilize leverage, which can increase the risk of large losses and increase portfolio volatility. Shares of closed-end funds frequently trade at a discount from their net asset value due to 128  market and economic conditions and other factors. This risk is separate and distinct from the risk that the fund’s net asset value could decrease as a result of its investment activities. For multi-style Custom Portfolios, ClearBridge may make adjustments if one or more segments of a client’s allocation to multiple investment styles becomes over- or under-weighted as a result of market appreciation or depreciation. Because all over- and under-weights will not result in allocation adjustments, a multi-style Custom Portfolio client’s allocation may shift as markets change. As a result of the possibility of allocation adjustments, the performance and tax attributes of a multi-style Custom Portfolio may differ from the performance and tax attributes of separately managed single-style portfolios. Also, certain Custom Portfolio accounts may include Western Asset investment styles. C. Certain Additional Information Cash Balances. Cash balances may exist in client accounts from time to time, including when a Subadviser instructs or determines that account contributions and sales proceeds are to be invested gradually. FTPPG and the Subadvisers typically have no role in selecting the short-term investments in which cash balances are invested and are not responsible for the suitability or performance of such investments. Such short-term investments are commonly referred to as “cash sweeps” or “sweep vehicles” and are selected by the Sponsor Firm and/or the Sponsor Firm’s client without the involvement of FTPPG or the Subadvisers. Under a very limited number of programs, the Sponsor Firm has established the operational capability to allow FTPPG and the Subadvisers to invest, in their discretion, a portion of the cash balances in client accounts in one or more money market funds, or U.S. Treasury Bills as designated or permitted by the Sponsor Firm as an alternative to having all available cash balances invested in such account’s cash sweep or sweep vehicle. A description of a money market fund’s investment objectives, strategies, fees and expenses, and risks is included in the fund’s prospectus, which may be obtained from the client’s Sponsor Firm. A money market fund’s fees and expenses are in addition to, and will not reduce, the fees charged by your Sponsor Firm for your managed account or the fees received by FTPPG with respect to such account. Money market funds designated by the Sponsor Firm in many cases will be funds that are managed by the Sponsor Firm or an affiliate. If an account’s assets are invested in a money market fund managed by the Sponsor Firm or an affiliate, the Sponsor Firm or its affiliate will earn incremental revenue as a result of such investment. In the case of certain municipal fixed income strategies, it may take an extended period of time for a client account to be fully invested (up to several months for customized solutions), and during that time, the relevant Subadviser may choose to invest available cash in the account in money market funds or U.S. Treasury Bills designated or permitted by the relevant Sponsor Firm, as described above. This may result in the client account generating taxable income in addition to tax-exempt income in a strategy that otherwise seeks to produce income that is exempt from regular U.S. income tax. In addition, although the general focus of all equity investment strategies covered by this Brochure is to invest in equity securities, the portfolio managers may sometimes hold significant portions of portfolio assets in cash while waiting for investment buying opportunities. During those periods, an equity strategy’s portfolio managers may choose, in their sole discretion, to invest such excess cash, in whole or in part, in ETFs that they deem suitable and appropriate for the strategy pending new investment opportunities. In addition to the fees charged at the account level, a client will bear a proportionate share of the separate fees and expenses incurred by any ETF in which the client’s account is invested for such purposes and such fees and expenses will not reduce the fees charged by the Sponsor Firm for the client’s managed account or the fees received by FTPPG with respect to such account. If an account’s assets are invested in an ETF managed by the Sponsor Firm or an affiliate, the Sponsor Firm or its affiliate will earn incremental revenue as a result of such investment. ETFs generally are subject to the same investment risks associated with the underlying securities they represent. Refer to Appendix A to this brochure for explanations of certain types of investment risks. Client Contributions of Securities. If a client contributes securities to the client’s account and they are not included in the selected investment management portfolio, FTPPG or the other firm responsible for applying Subadviser investment decisions or recommendations to the account may sell such securities. Sales of contributed securities may result in taxable gains or losses. Also, investment of sales proceeds in accordance with the selected portfolio may not be immediate. 129  Accounts funded in whole or in part with securities may perform differently and have different holdings and weightings than accounts funded solely with cash equivalents. Account Uniformity and Certain Potential Differences. There may be a substantial degree of uniformity among client accounts (of either FTPPG or a Sponsor Firm) in FTPPG-Implemented Programs, Discretionary Model Programs and Non- Discretionary Model Programs that select the same investment management portfolio. However, many factors may cause differences in the composition and performance of such client accounts, including: • Date of account inception Levels and timing of client-initiated activity, such as account contributions and withdrawals • • Client-imposed or sponsor-imposed restrictions • Differing portfolio composition requirements and implementation approaches of implementing firms in Discretionary Model Programs and Non-Discretionary Model Programs (see below) • A Subadviser’s approach to model portfolio maintenance and adjustment (see below) • A Subadviser’s and FTPPG’s approach to adjusting or rebalancing account positions in response to market movements (see below) The relative outperformance or underperformance of individual portfolio holdings • • Differences in the timing of trade executions and prices obtained by FTPPG on behalf of clients in FTPPG- Implemented Programs relative to the timing of trade executions and prices obtained by an implementing firm on behalf of clients in Discretionary Model Programs and Non-Discretionary Model Programs Certain regulatory or other limits on the amount a Subadviser (alone or together with its affiliates) may invest in a company may cause the composition and performance of client accounts for which the same portfolio is selected to vary from one another more than they otherwise might. For portfolios that involve investments in more volatile securities, these limits may cause even greater performance differences. In the case of certain investment management portfolios, ClearBridge, as subadviser to FTPPG, may utilize a “static” model approach in maintaining and adjusting the model portfolio that it furnishes to FTPPG in FTPPG-Implemented Programs. Under such approach, the model portfolio’s percentage weightings to individual portfolio holdings are not continually adjusted to reflect the relative market performance of such holdings. Accordingly, a new account’s percentage weightings to portfolio holdings typically will differ from the percentage weightings in previously established accounts in the same strategy. In addition, in the case of certain ClearBridge investment management portfolios, client accounts may not be regularly adjusted or rebalanced in response to the relative underperformance or outperformance of such names over time. This will cause differences in portfolio weightings across client accounts over longer periods than in the case of strategies that adjust or rebalance client accounts more frequently. Differences in portfolio weightings across client accounts, combined with the relative outperformance or underperformance of individual portfolio holdings, will cause client accounts in the same investment management portfolio to experience differing performance over time. For Discretionary Model Programs and Non-Discretionary Model Programs, the Sponsor Firm or another firm it selects (not FTPPG or a Subadviser) applies Subadviser investment decisions or recommendations to client accounts. Such a firm may impose model composition and/or minimum account size requirements, or follow implementation practices, that result in client accounts in these programs having different weightings of holdings, particularly as it relates to highly-priced securities. Consequently, the performance of those client accounts also may be different than the performance of FTPPG-Implemented Program client accounts or client accounts of other Sponsor Firms for which the same investment management portfolio is selected. 130  Transfers to New Investment Programs—Potential Account Adjustments. If a client transfers an account from one investment program to another and selects the same investment management portfolio, FTPPG or the other firm responsible for implementing Subadviser investment decisions or recommendations for the new program may adjust the account’s holdings. This may result in the realization of capital gains or losses that would not have occurred if the client had not transferred the account. Account adjustments in this situation may result from FTPPG or the other implementing firm treating the transferred account as a new account in the new program, different model composition requirements or implementation practices in the old and new programs, or other factors. Margin Loans. A Sponsor Firm may permit a client to take out a loan secured by assets in the client’s account. Such loans are referred to as “margin loans.” Clients should understand that, if they obtain margin loans secured by assets in their accounts, the Sponsor Firm generally will be able to liquidate all or part of the account at any time to repay any portion of the loan, even if the timing of the liquidation is disadvantageous to the client and disrupts management of the account in accordance with the selected investment management portfolio. Neither FTPPG nor any Subadviser has any responsibility for (i) a client’s decision to take out a margin loan, (ii) the terms of any margin or related agreement to which a client is a party, or (iii) the sale, liquidation, or disposition of securities in the client’s account in order to satisfy the client’s obligations under such an agreement. 131  Item 9 DISCIPLINARY INFORMATION There are no reportable legal or disciplinary events for FTPPG, ClearBridge, CINA, FMA, FTILLC, FTIML, TAML, TGAL, TICLLC, CIML, Royce, and OSAM. FAV FAV has the following disciplinary matters to report. Such disciplinary matters did not involve or impact client accounts managed by FAV, as subadviser to FTPPG, in investment management programs sponsored by Sponsor Firms. On July 2, 2020, following an offer of settlement from FAV and another Franklin Templeton SEC registered investment adviser, the SEC entered an order instituting administrative and cease-and desist proceedings pursuant to Section 9(f) of the 1940 Act and Sections 203(e) and 203(k) of the Advisers Act, making findings, and imposing remedial sanctions and a cease-and-desist order against FAV (the “Order”). In the Order, the SEC found that (1) between December 2014 and November 2015, FAV caused certain Franklin Templeton funds it manages (the “Subject Funds”) to invest in shares of three unaffiliated ETFs (the “Subject ETFs”) in excess of the 10% investment limit under Section 12(d)(1)(A)(iii) of the 1940 Act; (2) FAV did not implement certain of the Subject Funds’ policies and procedures designed to prevent such violations, thereby causing the Subject Funds to violate Rule 38a-1(a) of the 1940 Act; and (3) in determining not to reimburse certain of the Subject Funds for losses that resulted from the corrective sale of one of the Subject ETFs by offsetting gains realized from the corrective sale of the two other Subject ETFs, FAV did not follow its policies and procedures and did not disclose material information to the Subject Funds’ board, thereby violating Section 206(2) and Section 206(4) and Rule 206(4)-7 of the Advisers Act. FAV later reported the losses to the Subject Funds’ board and fully reimbursed the Subject Funds for the losses including interest. FAV neither admitted nor denied the SEC’s findings. For purposes of settlement, FAV consented to the entry of the Order and a censure and agreed to pay a civil monetary penalty of $250,000. FTIC FTIC has the following disciplinary matters to report. Such disciplinary matters did not involve or impact client accounts managed by FTIC, as subadviser to FTPPG, in investment management programs sponsored by Sponsor Firms. On July 2, 2020, following an offer of settlement from FTIC and another Franklin Templeton SEC registered investment adviser, FAV, the SEC entered an order instituting administrative and cease-and-desist proceedings pursuant to Section 9(f) of the 1940 Act and Sections 203(e) and 203(k) of the Advisers Act, making findings, and imposing remedial sanctions and a cease-and-desist order against these Advisers (the “Order”). In the Order, the SEC found that at different points during the period of October 2013 to September 2016, these Franklin Investment Advisers caused certain Franklin Templeton funds (the “Subject Funds”) to make investments in certain unaffiliated ETFs (the “Subject ETFs”) in excess of the limits of Section 12(d)(1) of the 1940 Act. In addition, as to FAV, the SEC found (1) FAV did not implement certain of the Subject Funds’ policies and procedures designed to prevent such violations, thereby causing such Subject Funds to violate Rule 38a-1(a) of the 1940 Act; and (2) in determining not to reimburse certain of the Subject Funds for losses that resulted from the corrective sale of one of the Subject ETFs by offsetting gains realized from the corrective sale of the two other Subject ETFs, FAV did not follow its policies and procedures and did not disclose material information to the Subject Funds’ board, thereby violating Section 206(2) and Section 206(4) and Rule 206(4)-7 of the Advisers Act. FAV later reported the losses to the relevant Subject Funds’ board and fully reimbursed such Subject Funds for the losses, including interest. Neither FAV nor FTIC admitted nor denied the SEC’s findings in the Order. For purposes of settlement, both FAV and FTIC consented to the entry of the Order and agreed to pay civil monetary penalties of $250,000 and $75,000, respectively, and FAV received a censure. 132  Putnam Putnam has the following disciplinary matter to report. This disciplinary matter did not involve or impact client accounts managed by Putnam, as subadviser to FTPPG, in investment management programs sponsored by Sponsor Firms. Putnam entered into a Settlement Agreement with the SEC on September 27, 2018. The Settlement Agreement states: (i) a trader formerly employed by Putnam engaged in prearranged trades in certain mortgage-backed securities, (ii) as a result of these undisclosed prearranged trades Putnam did not seek best execution, (iii) Putnam did not ensure compliance with applicable policies regarding cross-trades and failed to supervise the former employee. The SEC found violations of Sections 203(e) (6), 206 (2) (4), and 207 of the Investment Advisers Act, and Section 17(a) of the Investment Company Act. The SEC entered a cease and desist order, and Putnam paid a $1,000,000 fine and agreed to reimburse the clients that participated in the relevant trades in an aggregate amount of $1,095,006.10. Western Asset Western Asset launched an internal investigation into certain past trade allocations involving treasury derivatives in select accounts it manages and received notification of parallel investigations by the SEC, U.S. Department of Justice (the “DOJ”) and the Commodity Futures Trading Commission (CFTC). On June 30, 2025, the CFTC informed Western Asset that it closed its investigation. Western Asset is cooperating fully with the government investigations. In August 2024, Mr. Kenneth Leech, the former co-chief investment officer of Western Asset, received a Wells Notice from the SEC, alleging certain violations of the federal securities laws relating to its investigation. Mr. Leech retired on July 30, 2025, and is no longer with the Firm. On November 25, 2024, the SEC filed a complaint in the United States District Court for the Southern District of New York against Mr. Leech alleging violations of certain laws related to trade allocations. Concurrently, the DOJ filed an indictment with the United States District Court for the Southern District of New York against Mr. Leech for similar allegations and for false statements made to the SEC. The SEC and DOJ investigations into this matter remain ongoing, and Western Asset continues to cooperate with the investigations. 133  Item 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS A. Certain Arrangements and Relationships with Affiliates In addition to the subadvisory arrangements between FTPPG and each Subadviser described in this brochure, FTPPG and the Subadvisers have the following business arrangements and relationships with affiliates that clients may wish to consider. Please refer to Sections 10.B.and C. for additional information relating to certain of the Subadvisers. Franklin Distributors, LLC. Franklin Distributors, LLC (“FD”) is a SEC registered broker-dealer and is a member of the Financial Industry Regulatory Authority and is an affiliate of FTPPG and the Subadvisers. FD is also registered with the Commodities Futures Trading Commission (“CFTC”) as an introducing broker and is a member of the National Futures Association (“NFA”). FD markets the FTPPG/Subadviser investment advisory services described in this brochure and other Franklin Templeton and Legg Mason investment products and services, including Legg Mason, Franklin Templeton and Putnam, mutual funds managed by the relevant Subadvisers. FD registered staff principally engage in wholesaling and marketing activities. FD does not make recommendations with respect to investment products and services to retail investors. Certain employees of FTPPG and the Subadvisers, including certain management personnel of each Subadviser, are registered representatives of FD. This status enables these employees to assist FD with its marketing activities. FTPPG and Subadviser employees do not receive commissions or other sales-based compensation and spend no more than a limited amount of their time assisting FD. Affiliated Investment Funds. Each of the Subadvisers, other than OSAM, manages one or more U.S. registered investment funds for which its affiliate, FD, serves as distributor. These funds include Legg Mason family, Franklin Templeton and Putnam mutual funds, exchange-traded funds and certain closed-end funds. The applicable Subadvisers may manage these registered funds as subadvisers to their investment advisory affiliates or directly as investment managers. Certain of the Subadvisers, including ClearBridge, CINA, each Franklin Investment Adviser, CIML, Putnam, Royce and Western Asset also manage certain unregistered affiliated U.S. investment funds and certain registered and/or unregistered affiliated non-U.S. investment funds. A Subadviser receives investment advisory fees and other compensation for managing such investment funds. A Subadviser may pay FD a fee in recognition of the distribution services provided by FD. FTPPG/ClearBridge Relationship. FTPPG has a relationship with ClearBridge in which ClearBridge supports FTPPG in the following functional areas pursuant to a services agreement between them: management, client service, legal, compliance, technology, and finance. Affiliated Mutual Fund Investments. As described in Item 8 of this brochure, certain of the investment management portfolios may involve investments in shares of affiliated mutual funds, including mutual funds that are managed or subadvised by the Subadviser responsible for the management of such investment management portfolio. Affiliated Closed-End Fund Investments. As described in Item 8 of this brochure, the assets of certain client accounts, including a Custom Portfolio or a ClearBridge Private Client Management account, may involve investments in shares of closed-end investment companies for which one or more affiliates of FTPPG serves as investment manager or adviser and earns management or advisory fees. Any purchases of such shares are made in secondary market transactions. Accordingly, the purchase of such shares on behalf of client accounts does not result in increased compensation for FTPPG’s affiliates. Affiliated Custodian. From time to time, FTPPG may, upon a client’s request, suggest or recommend that the client use FTPPG’s affiliate, Fiduciary Trust Company International (“FTCI”), to provide custodial services to the client in connection with FTPPG’s management of such client’s custom account. When a client chooses to use FTCI as its custodian, FTCI will charge fees to the client for its custodial services; however, FTPPG does not receive any fees or compensation in connection with its recommendation or the client’s use of FTCI’s services, which are operationally independent from those of FTPPG. In addition, FTCI may retain FTPPG as a discretionary manager for certain of its client accounts from time to time. 134  OSAM. In addition to OSAM acting as a Sub-Adviser with respect to OSAM’s Canvas Managed Options Strategies as described in this brochure, FTPPG has a relationship with OSAM ”), pursuant to which FTPPG, for agreed upon compensation, makes available and delivers one or more of the Subadviser investment management portfolios described in this brochure in the form of investment models on a non-discretionary basis for use by OSAM in providing discretionary investment management and advisory services to OSAM’s clients that are not managed through FTPPG. FTPPG may enter into similar arrangements with other affiliated managers from time to time. FTPPG/FAV Relationship. Other than the subadvisory relationship described in this brochure, FTPPG has a relationship with its affiliated manager, FAV, pursuant to which FTPPG, for agreed upon compensation, makes available and delivers one or more of the Subadviser investment management portfolios described in this brochure in the form of investment models on a non-discretionary basis for use by FAV in providing discretionary investment management and advisory services to FAV’s clients. FTPPG may enter into similar arrangements with other affiliated managers from time to time. B. FTPPG and the Subadvisers: Commodity Law-Related Status The principal business of FTPPG and the Subadvisers is providing securities-related investment advisory services to clients. FTPPG and the Subadvisers do not provide advice on commodity interests (e.g., futures, options on futures, swaps) as part of the investment advisory services they provide in Sponsor Firm investment programs. As noted below, FAV and Western Asset are registered as commodity trading advisors(“CTA”) and as commodity pool operators (“CPO”) under U.S. commodities laws. Putnam is registered as a commodity pool operator under the U.S. commodities laws. FTPPG, ClearBridge, CINA, CIML, Royce, OSAM and the Franklin Investment Advisers (other than FAV) are not registered as commodity trading advisors or as commodity pool operators. FAV FAV is a member of the National Futures Association (“NFA”) and is registered with the CFTC as a CTA. However, FAV is generally exempt from the CFTC’s disclosure and recordkeeping requirements applicable to registered CTAs under various exemptions on which it relies, including, but not limited to, CFTC Rule 4.7. Certain of the U.S. Registered Funds and Private Funds managed by FAV are commodity pools for which FAV is the CPO. As the CPO for certain U.S. Registered Funds, FAV is either (i) registered as a CPO with the CFTC but exempt from certain reporting and disclosure requirements pursuant to Rule 4.12(c) under the CEA, or (ii) excluded from the need to register and the related requirements, pursuant to Rule 4.5 under the CEA or other provisions under the CEA and the rules of the CFTC. As the CPO for certain Private Funds, FAV is either (i) registered as a CPO, but exempt from certain reporting, recordkeeping and disclosure requirements pursuant to Rule 4.7 under the CEA or (ii) exempt from the need to register and related requirements pursuant to CEA Rule 4.13(a)(3) or other provisions under the CEA and the rules of the CFTC. FAV’s activities as a CPO or a CTA enable FAV to use commodities as part of certain Private Funds’ and Registered Funds’ investment strategies and do not pose a conflict with FAV’s investment advisory business. In addition, certain of FAV’s management persons have also registered as associated persons of FAV to the extent necessary or appropriate to perform their responsibilities, and/or as associated persons of an affiliated entity that is registered with the CFTC as a CPO and/or a CTA. FTILLC Certain of FTILLC’s management persons have also registered as associated persons of an affiliated entity that is registered with the CFTC as a CPO and/or a CTA. FTIML Certain of the U.S. Registered Funds and Private Funds managed by FAV are commodity pools for which FTIML is the CPO. As the CPO for certain U.S. Registered Funds, FTIML is excluded from the need to register and the related requirements, pursuant to Rule 4.5 under the Commodities Exchange Act (“CEA”) or other provisions under the CEA and the rules of the 135  CFTC. When acting as the CPO for certain Private Funds, FTIML is either exempt from registration and related requirements pursuant to CEA Rule 4.13(a)(3) or other provisions under the CEA and the rules of the CFTC. FTIC Certain of the U.S. Registered Funds and Private Funds managed by FAV are commodity pools for which FTIC is the CPO. As the CPO for certain U.S. Registered Funds, FTIC is excluded from the need to register and the related requirements, pursuant to Rule 4.5 under the CEA or other provisions under the CEA and the rules of the CFTC. When acting as the CPO for certain Private Funds, FTIC is exempt from registration and related requirements pursuant to CEA Rule 4.13(a)(3) or other provisions under the CEA and the rules of the CFTC. TAML The derivatives used by TAML will often include certain financial derivatives deemed by the CFTC to be “commodity interests,” such as futures, options on futures, swaps and certain foreign exchange contracts. TAML is not registered with the CFTC as a CTA, based on its determination that it may rely on certain exemptions from registration provided by the Commodity Exchange Act (“CEA”) and the rules thereunder. The CFTC has not passed upon the availability of these exemptions to TAML. Certain of the U.S. Registered Funds managed by TAML are commodity pools for which TAML is the CPO. As the CPO for these U.S. Registered Funds, TAML is excluded from the need to register as a CPO with the CFTC and the related requirements, pursuant to Rule 4.5 under the CEA or other provisions under the CEA and the rules of the CFTC. Western Asset Western Asset is registered as a commodity pool operator and a commodity trading advisor and therefore may provide advice on commodity interests to certain clients outside of Sponsor Firm investment programs. This permits Western Asset to manage or operate certain collective investment vehicles that include significant investments in commodity interests. Certain Western Asset employees, including certain management and investment personnel, are registered as principals and/or associated persons of Western Asset under U.S. commodities laws with the NFA. C. Additional Information Relating to Certain of the Subadvisers CINA CINA has entered into a Memorandum of Understanding (MOU) with its parent, ClearBridge Investments Limited (CIL). Under the terms of that MOU, CINA has appointed all of the employees of CIL as Supervised Persons. CIL provides investment management and other services to CINA. CINA pays a fee to CIL for these services which are based on CINA’s assets under management. ClearBridge’s Relationships with CIL/CINA and CIML As described in Item 4 of the Brochure in the discussions of CINA’s and CIML’s respective businesses, ClearBridge has a relationship with CIL/CINA and CIML pursuant to which ClearBridge has integrated their business and operational functions into its own and the entities’ personnel provide functional services to all four entities pursuant to services arrangements between them. ClearBridge’s executive management is responsible for providing oversight and direction with respect to all business and operational matters of those entities and each firm’s portfolio managers report to ClearBridge’s Chief Investment Officer. Also, the various functional heads of CIL/CINA and CIML report to their counterparts in ClearBridge. So as to prevent any conflicts of interest from arising, especially in view of the fact that ClearBridge traders trade for CIL/CINA and CIML accounts and vice versa, CIL/CINA’s and CIML’s respective compliance policies were amended to mirror ClearBridge’s to allow for all accounts to be treated the same. 136  CIML We are committed to providing client service of the highest quality and we are guided by the principle that we act in the best interests of our clients. Nevertheless, there are circumstances where client interests conflict with CIML’s interests or the interests of other clients. Some of these conflicts of interest are inherent to our business and are encountered by other financial services firms that offer similar services. We have policies and procedures that are designed to ensure that we are always acting in the best interests of our clients. Set forth below is a description of some conflicts of interests that arise due to our relationships and arrangements with certain affiliates. As more fully described above in item 10A, FD, an affiliate of CIML, is a registered broker-dealer. FD is authorized to sell interests in a registered company and certain other private offshore funds managed by CIML. CIML has entered into an agreement with FD, under which FD is responsible for the promotion and distribution of shares in these funds. As investors into these funds have not contracted with FD directly, CIML pays FD a fee in recognition of the services it provides. This creates a potential conflict of interest, as representatives of FD could be incentivized to recommend funds based on compensation received rather than the client’s needs which could be deemed material. Putnam Putnam has certain affiliated investment adviser firms that are under common management and supervision with Putnam (collectively, the “Putnam Affiliates”). Subject to compliance with applicable legal requirements, Putnam may delegate its portfolio management responsibilities for a client account to any one of these Putnam Affiliates. Putnam’s current Putnam Affiliates are: • Putnam Fiduciary Trust Company, LLC (“PFTC”), a New Hampshire non-depository trust company that manages assets through collective investment trusts and separate accounts, and also provides trustee and custodial services pursuant to its banking and fiduciary powers, • The Putnam Advisory Company, LLC (“PAC”), a registered investment adviser that manages assets for institutional and international clients. PAC also manages various pooled investment funds, such as limited liability companies, limited partnerships, and non-U.S. funds, and also sub-advises some Putnam registered investment companies, and • Putnam Investments Canada ULC, a British Columbia unlimited liability company with various provincial securities licenses in Canada that manages or sub-advises Canadian separate accounts and investment funds, including a number of Canadian mutual funds and insurance segregated fund accounts. Royce Royce Fund Services, LLC (“RFS”), a wholly owned subsidiary of Royce, is a broker-dealer that is registered with the SEC and the Financial Industry Regulatory Authority, Inc. RFS is the distributor of The Royce Fund and Royce Capital Fund, two open-end U.S. registered management investment companies with 12 separate series between them. RFS does not execute any securities transactions for client portfolios. All principals and registered persons of RFS are affiliated with Royce. Certain members of Royce’s management are registered representatives of RFS. Royce serves as investment subadviser to Royce Quant Small-Cap Quality Value ETF (the “Royce ETF”), an actively managed exchange-traded fund offered by Legg Mason ETF Equity Trust. Royce utilizes a quantitative methodology to determine the composition of the investment portfolio of the Royce ETF. Legg Mason Partners Fund Advisor, LLC is the investment manager for the Royce ETF while Franklin Distributors, LLC serves as the distributor of creation units for the Royce ETF on an agency basis. Each of Legg Mason Partners Fund Advisor, LLC and Franklin Distributors, LLC is a subsidiary of FRI. Royce serves as sub-investment manager to various non-U.S. investment companies for which various subsidiaries of FRI serve as investment manager. 137  Various U.S. registered investment companies and non-U.S. investment companies for which Royce serves as investment adviser or sub-investment manager and the Royce ETF may serve as investment options for asset allocation models established by Franklin Advisers, Inc., a subsidiary of FRI, Royce’s parent company. The Franklin Investment Advisers Each of the Franklin Investment Advisers are wholly-owned subsidiaries (whether directly or indirectly) of Franklin Resources, a holding company with its various subsidiaries that operate under the Franklin Templeton and/or subsidiary brand names. The Franklin Investment Advisers have certain business arrangements with related persons/companies that are material to the Franklin Investment Advisers’ advisory business or to its clients, including those described in Section A of this Item 10 (“Other Financial Industry Activities and Affiliations”). In some cases, these business arrangements will, from time to time, create a potential conflict of interest, or appearance of a conflict of interest between the Franklin Investment Advisers and a client. Please see Item 4 (“Advisory Business”) for additional information on services of affiliates. Certain conflicts of interest are discussed in Item 6 (“Performance-Based Fees and Side-By-Side Management”) above, Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) and Item 12 (“Brokerage Practices”) below. Western Asset Western Asset has certain affiliated investment adviser firms that are under common management and supervision with Western Asset (collectively, the “Western Affiliates”). Subject to compliance with applicable legal requirements, Western Asset may delegate its portfolio management responsibilities for a client account to any one of these Western Affiliates. The Western Affiliates are: 1. Western Asset Management Company Limited (United Kingdom) is authorized and regulated by the United Kingdom’s Financial Conduct Authority and is registered as an investment adviser with the SEC as well as with the Korea Financial Supervisory Commission; 2. Western Asset Management Company Pty Ltd (Australia) ABN 41 117 767 923 holds Australian Financial Services License 303160; 3. Western Asset Management Company Limitada (Brazil) is authorized and regulated by Brazilian securities and banking regulators; 4. Western Asset Management Company Pte. Ltd. (Singapore) Co. Reg. No. 200007692R holds a Capital Markets Services (CMS) License for fund management and is regulated by the Monetary Authority of Singapore and is registered as an investment adviser with the SEC; and 5. Western Asset Management Company Ltd (Japan) is a registered financial instruments dealer whose business is investment advisory or agency business, investment management, and Type II Financial Instruments Dealing business with the registration number KLFB (FID) No. 427, and a member of Japan Investment Advisers Association (membership number 011-01319) and Investment Trusts Association, Japan, and is registered as an investment adviser with the SEC. Registration with or licensing by a regulator does not imply endorsement by the regulator. Nor does it imply a certain level of skill or training. OSAM OSAM is a wholly-owned subsidiary (indirectly) of Franklin Resources, a holding company with its various subsidiaries that operates under the Franklin Templeton and/or subsidiary brand names. OSAM has certain business arrangements with related persons/companies that are material to the Advisers’ advisory business or to their clients. In some cases, these 138  business arrangements will, from time to time, create a potential conflict of interest, or appearance of a conflict of interest between the Advisers and a client. Please see Item 4 (“Advisory Business”) for additional information on services of affiliates. Recognized conflicts of interest are discussed in Item 6 (“Performance-Based Fees and Side-By-Side Management”) above, Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) and Item 12 (“Brokerage Practices”) below. 139  Item 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING As briefly described below in Sections A through H, FTPPG and the Subadvisers have adopted codes of ethics designed to comply with applicable legal requirements and address potential conflicts of interest associated with personal trading by their employees. Section I below discusses these potential conflicts of interest. Section J below discusses potential conflicts of interest associated with accounts in which the Subadvisers, their affiliates and/or their employees have a proprietary interest. A. FTPPG FTPPG has adopted a Code of Ethics imposing standards of business conduct, including requirements to put client interests first and not to take inappropriate advantage of employment-related information. The Code is designed to prevent conflicts of interest between employees and clients from affecting the investment advisory services FTPPG provides to clients and to assure compliance with applicable laws. To prevent employees from taking advantage of their knowledge of which securities FTPPG is purchasing and selling (and recommending for purchase and sale) for clients, the Code imposes restrictions on employee personal securities transactions. The Code requires FTPPG employees to obtain pre-approval of most personal securities transactions from FTPPG’s Compliance Department. In addition, except in the case of smaller personal trades in large capitalization stocks (which FTPPG expects will not affect client trades), the Code prohibits personal trades in a security on any day during which there are open, executed or pending FTPPG trades in the same security as a result of a model portfolio change a Subadviser has communicated to FTPPG before the employee’s placing of a personal trade for the security. This prohibition under the Code seeks to prevent employees from “front-running” client trades and possibly benefitting personally from the impact of client trades on the market. In addition, when seeking preclearance for personal trades, FTPPG requires its employees to certify that they are not trading on material non-public information. Additional restrictions imposed by the Code include minimum holding periods for profitable trades, as well as minimum holding periods for ClearBridge managed funds. FTPPG requires all employees to report their personal securities accounts, transactions and holdings to FTPPG’s Compliance Department and to certify to the completeness of the information and their compliance with the Code on an annual basis. Existing and prospective FTPPG clients may obtain copies of the Code of Ethics by mailing a written request to: Franklin Templeton Private Portfolio Group, LLC One Madison Avenue New York, NY 10010 Attention: Compliance Department B. ClearBridge ClearBridge has adopted a Code of Ethics imposing standards of business conduct, including requirements to put client interests first and not to take inappropriate advantage of employment-related information. The Code is intended to prevent conflicts of interest between employees and clients from affecting the investment advisory services ClearBridge provides to clients and to assure compliance with applicable laws. To prevent employees from taking advantage of their knowledge of which securities ClearBridge is purchasing and selling (and recommending for purchase and sale) for clients, the Code imposes restrictions on employee personal securities transactions. The Code requires ClearBridge employees to obtain pre-approval of most personal securities transactions from ClearBridge’s Compliance Department. In addition, except in the case of smaller personal trades in large capitalization stocks (which ClearBridge expects will not affect client trades), the Code prohibits personal trades in a security if there is then an open order for the security on ClearBridge’s trading desk. The Code imposes greater restrictions on ClearBridge portfolio managers, who cannot trade in a security for their personal accounts for seven 140  days before and after they recommend or direct a trade in the same security for client accounts. By having these “black-out” periods, the Code seeks to prevent employees from “front-running” client trades and possibly benefiting personally from the impact of client trades on the market. In addition, when seeking preclearance for personal trades, ClearBridge requires its employees to certify that they are not (i) taking an investment opportunity from a client, or (ii) trading on material non-public information. Additional restrictions imposed by the Code include minimum holding periods for profitable trades so that employees, especially portfolio managers and analysts, devote their time to managing client accounts and not their own, as well as minimum holding periods for mutual funds ClearBridge manages to prevent market timing. ClearBridge requires all employees to report their personal securities accounts, transactions and holdings to ClearBridge’s Compliance Department and to certify to the completeness of the information and their compliance with the Code on an annual basis. Existing and prospective ClearBridge clients may obtain copies of the Code by mailing a written request for such document to: ClearBridge Investments, LLC One Madison Avenue New York, NY 10010 Attention: Compliance Department C. CIML CIML’s Code of Ethics is based on the principle that officers, directors and employees (collectively ‘staff’) owe a fiduciary duty to clients. The Code contains provisions reasonably necessary to prevent its staff from engaging in any act, practice or course of business prohibited by Rule 17j-1(a) pursuant to the Investment Company Act of 1940 and Rule 204A-1 pursuant to the Investment Advisers Act of 1940 (as amended). Staff must avoid activities, interests and relations that might interfere or appear to interfere with making decisions in the best interests of CIML’s clients or otherwise take unfair advantage of their position. This Code covers the regulatory requirements associated with personal account dealing, insider trading, hospitality and gifts, external directorships and outside business interests in all the countries in which CIML operates. All officers and employees of CIML have access to the Code, and when they join must acknowledge that they have read and understood it. On an annual basis, all employees are provided with access to the current version of the Code and must certify that it has been read, understood and complied with during the period since they last certified. Existing and prospective clients of CIML may obtain copies of CIML’s Code of Ethics by mailing a written request to: ClearBridge Investment Management Limited 5 Morrison Street, 2nd floor Edinburgh, EH3 8BH D. CINA CINA has adopted a Code of Ethics imposing standards of business conduct, including requirements to put client interests first and not to take inappropriate advantage of employment-related information. The Code of Ethics is applicable to all ClearBridge Australia employees. The Code is intended to mitigate or obviate potential conflicts of interest between employees and investment advisory clients and assure compliance with applicable laws and regulations. To ensure that employees do not take advantage of the knowledge of which securities are being purchased and sold on behalf of clients, the Code imposes restrictions on employee personal securities transactions. The Code requires employees to obtain pre-approval of most personal securities transactions from the Compliance Department. If there is an open order for a security on the trading desk, unless there is a de minimis exception where it is believed that the size of the employee’s trade will not impact those of clients, the Code prohibits the employee from trading. 141  The Code imposes greater restrictions on portfolio managers, who cannot trade in the same securities for their personal accounts for seven days before and after they have implemented a trade for client accounts. By having these “black-out” periods, the Code seeks to prevent employees from “front-running” client trades, possibly benefiting from the impact of client trades on the market. In addition, when seeking pre-clearance to trade in personal accounts, employees are required to certify that they are not (i) taking an investment opportunity from a client and (ii) trading on material non-public information. Additional restrictions imposed by the Code include minimum holding periods for profitable trades so that employees, especially portfolio managers and analysts, devote their time to managing client accounts and not their own, as well as mandatory holding periods for mutual funds we manage to prevent market-timing. Upon employment, all employees are required to report their personal securities accounts, transactions and holdings to the Compliance Department and to certify to the completeness of the information and their compliance with the Code on an annual basis. Existing and prospective CINA clients may obtain copies of the Code by mailing a written request for such document to: Attn: Head of Legal, Risk & Compliance ClearBridge Investments Limited Level 13, 35 Clarence Street SYDNEY NSW 2000 E. The Franklin Investment Advisers (FAV, FMA, FTILLC, FTIML, FTIC, TAML, TGAL and TICLLC) and Putnam The following disclosure applies to each of the Franklin Investment Advisers and Putnam. Management of personal accounts by a portfolio manager or other investment professionals will, from time to time, give rise to potential conflicts of interest. Each of the Franklin Investment Advisers and Putnam has adopted the Personal Investments Policy, which it believes contains provisions reasonably designed to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, as well as certain additional compliance procedures that are designed to address these and other types of conflicts. To avoid actual or potential conflicts of interest with the Franklin Investment Advisers’ and Putnam’s clients, certain transactions and practices are prohibited by the Personal Investments Policy. These include: front-running, trading parallel to a client, trading against a client, using proprietary information for personal transactions, market timing, and short selling Franklin Resources stock and the securities of Franklin Templeton and Putnam closed-end funds. The Personal Investments Policy requires prompt internal reporting of suspected and actual violations of the Personal Investments Policy. In addition, violations of the Personal Investments Policy are referred to the Director of Global Compliance and/or the Chief Compliance Officer as well as the relevant management personnel. The Franklin Investment Advisers and Putnam maintain a “restricted list” of securities in which their respective personnel generally may not trade. The restricted list is updated as necessary and is intended to prevent the misuse of material, non- public information by their employees. In addition to continuous monitoring, the Compliance Department will conduct forensic testing or auditing of reported personal securities transactions to ensure compliance with the Personal Investments Policy. The Franklin Investment Advisers and Putnam have implemented a substantial set of personal investing procedures designed to avoid violation of the Personal Investments Policy. However, there is no guarantee that the Personal Investment Policy or such additional compliance procedures will detect and/or address all situations where an actual or potential conflict arises. Copies of the Personal Investments Policy are available to any client or prospective client upon request by emailing GCSS at GlobalClientServiceSupportAmericas@franklintempleton.com. 142  F. OSAM OSAM has adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. All Covered Employees (as defined below) are required to conduct themselves in a lawful, honest and ethical manner in their business practices and to maintain an environment that fosters fairness, respect and integrity. “Covered Employees” include OSAM ’s partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees. Additionally, Access Persons, a subset of Covered Employees, are required to provide certain periodic reports on their personal securities transactions and holdings. “Access Persons” are those persons who have access to non-public information regarding the securities transactions of the OSAM’s clients; are involved in making securities recommendations to clients; have access to securities recommendations that are non-public; or have access to non-public information regarding the portfolio holdings of funds for which OSAM serves as an investment adviser or a sub- adviser. The Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports that must be submitted by the firm’s Access Persons. Among other things, the Code of Ethics requires OSAM employees to obtain pre-approval of most personal securities transactions from the Compliance Department including the prior approval of any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering. The Code of Ethics also provides for oversight, enforcement and recordkeeping. A copy of OSAM’s Code of Ethics is available to our advisory clients and prospective clients upon request to the Chief Compliance Officer, at the firm’s principal office address or via email: Anne.Devereaux@FranklinTempleton.com. OSAM or individuals associated with our firm on occasion buy or sell securities identical to those recommended to customers for their personal accounts. In addition, any related person(s) can potentially have an interest or position in a certain security(ies) which is also recommended to a client. This creates a conflict of interest which the firm monitors on an ongoing basis and will be disclosed at or prior to signing any investment management agreement. No supervised person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial interest within a determined amount of calendar days after any client trades in that security unless all of the transactions contemplated by the client in that security have been completed prior to such transaction. If a securities transaction is executed by a client within the prohibited time period after an Access Person executed a transaction in the same security, the CCO shall review the supervised person's and the client's transactions to determine whether the supervised person did not meet his or her fiduciary duties to the client in violation of the Code of Ethics. As certain situations represent a conflict of interest, we have established the following restrictions in order to ensure our fiduciary responsibilities: 1. No employee of our firm is permitted to buy or sell securities for their personal portfolio(s) where their decision is substantially derived, in whole or in part, by reason of his or her employment unless the information is also available to the investing public on reasonable inquiry. No employee of our firm will put his or her own interest to that of the advisory client. 2. OSAM maintains records of securities transactions and holdings for anyone associated with our business with access to advisory recommendations. Holdings are reviewed on a regular basis by the CCO. 3. All of our principals and employees must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 4. OSAM emphasizes the unrestricted right of the client to decline to implement any advice rendered. 5. Any individual not in observance of the above is subject to disciplinary action or termination. 143  G. Royce Royce, RFS, and the 15 U.S. registered investment companies for which Royce serves as investment manager (collectively, “The Royce Funds”) have adopted a Code of Ethics (the “Royce Code”) that covers interested trustees/directors, officers, and most employees of The Royce Funds and Royce-related persons (other than non-management members of the Board of Managers of Royce). The Royce Code stipulates that such covered persons are generally prohibited from personal trading in any security that is then being purchased or sold by any client account of Royce, with the exception of securities with market capitalizations of $20 billion or more at the time of purchase. In addition, these individuals may engage in other personal securities transactions if the securities involved are: certain debt securities; • • money market instruments/funds; shares of exchange-traded funds; • • other baskets of securities or commodities; • notes issued by banks, brokers, or other financial institutions, or options to purchase or sell such securities or notes, and whose investment return relates to the performance of an index of securities or the price of one or more commodities or commodities indices; shares of registered open-end investment companies; • shares of unit investment trusts that invest solely in registered open-end investment companies; or • • shares acquired from an issuer in a rights offering or under an automatic investment plan, including among other things, dividend reinvestment plans or employee-approved automatic payroll deduction cash purchase plans. These individuals also may engage in transactions that are either non-volitional or are effected in an account over which such person has no direct or indirect influence or control. If an individual wants to trade any other security, such person must receive pre-approval from both a Royce compliance officer and either an executive officer or a Co-Chief Investment Officer of Royce. The Royce Code contains standards for the granting of such permission. The Royce Code does not restrict most transactions effected by Royce for its privately offered accounts. The Royce Code establishes standards of business conduct for all persons subject to the Royce Code and requires such persons to comply with applicable federal securities laws. As described above, the interested trustees/directors, officers and most employees of The Royce Funds and Royce-related persons (other than non-management members of the Board of Managers of Royce) are generally prohibited from personal trading in any security that is then being purchased or sold or considered for purchase or sale by any account of Royce under the Royce Code. Because they are designed to be fair to all of Royce’s accounts, including those in which Royce and/or Royce-related persons have an interest, the foregoing restrictions do not prevent: (i) Royce’s investment decisions concerning a security for accounts in which Royce and Royce-related persons have no interest from affecting the price of the same security held in an account in which Royce and/or a Royce-related person has an interest; (ii) the allocation to an account in which Royce and/or a Royce-related person has an interest, or the purchase by such an account from Royce’s other accounts, of securities of limited availability; or (iii) the sale by an account in which Royce and/or a Royce-related person has an interest to Royce’s other accounts of securities with limited trading volumes. Copies of the Royce Code are available to Royce’s existing and prospective clients upon request by calling 212-508-4500 or by mailing a written request to: 144  Royce & Associates, LP One Madison Avenue New York, NY 10010 Attention: Client Service Group H. Western Asset Employees of Western Asset and its Affiliates follow Franklin Templeton’s Code of Ethics which imposes standards of business conduct, including requirements to put client interests first and not to take inappropriate advantage of employment-related information. The Code of Ethics is designed to prevent conflicts of interest between employees and clients and to assure compliance with applicable laws. The Code of Ethics imposes restrictions on employee personal securities transactions and requires Western Asset employees to obtain pre-approval of most personal securities transactions from Franklin Templeton’s Compliance Department. In addition, when seeking preclearance for personal trades, the Code of Ethics requires that employees certify that they are not trading on material non-public information. Additional restrictions imposed by the Code of Ethics include minimum holding periods for profitable trades, as well as minimum holding periods. The Code of Ethics requires all employees to report their personal securities accounts, transactions and holdings to Franklin Templeton’s Compliance Department and to certify to the completeness of the information and their compliance with the Code of Ethics on an annual basis. Existing and prospective clients of Western Asset may obtain copies of Western Asset’s Code of Ethics by mailing a written request to: Western Asset Management Company, LLC 385 East Colorado Boulevard Pasadena, CA 91101 Attention: Legal and Compliance Department I. Discussion of Potential Conflicts of Interest Associated with Employee Personal Trading FTPPG employees and employees of the Sub-Advisers may make personal investments in the same securities FTPPG and the Subadvisers invest in for client accounts. Employees may also make personal investments in related securities or financial instruments, such as options, futures and warrants. In some cases, employees may make these investments at or about the same time FTPPG or a Subadviser is making the same investments or related investments for client accounts. This possibility involves a potential conflict between client interests and the personal interests of the employee. For example, if an FTPPG or Subadviser employee learns of a Subadviser investment decision prior to the decision’s implementation for client accounts, the employee may have an incentive to seek to benefit himself or herself by making a personal transaction in the security before such implementation takes place, potentially disadvantaging the client accounts. Another example involves an employee’s personal investment in a particular security giving the employee an incentive to benefit himself or herself by investing client accounts, or recommending client investment, in the same security or a related security (instead of investing client accounts or recommending investments based solely on what the employee believes is in the best interests of clients). FTPPG and each Subadviser seek to prevent personal trading-related potential conflicts of interest from affecting their investment advisory services by subjecting their employees’ personal trading activity to the requirements and restrictions of the applicable Code of Ethics described above. Examples of requirements and restrictions that address these potential conflicts of interest include: • pre-clearance requirements for certain personal securities transactions; • prohibitions on certain personal securities transactions at or near the time the same or related securities are being purchased or sold (or recommended for purchase or sale) for client accounts; 145  • minimum holding periods for certain employee personal investments; and • Compliance Department monitoring of employee personal investments and securities transactions. J. Discussion of Potential Conflicts of Interest Associated with Proprietary Accounts Each Subadviser may have conflicts of interest relating to its management of accounts, including commingled investment vehicles, in which it, one of its affiliates and/or its employees have a significant proprietary interest. Such interest may provide an incentive for the Subadviser to favor such account over other client accounts. As noted in Item 6 of this brochure, each Subadviser has adopted policies and procedures that are designed to ensure that investment opportunities are allocated fairly and equitably to client accounts. In addition, each Subadviser monitors the trading activity in, and the performance of, accounts in which it, one of its affiliates and/or its employees have a significant proprietary interest to ensure that such accounts are not being favored over other client accounts. K. Additional Information Relating to FAV’s and FTIC’s Model Portfolio Services When providing Model Portfolio services, FAV and FTIC will, from time to time, have interests that conflict with the interests of investors investing in a Model Portfolio pursuant to a UMA program. For example, FAV and its affiliates receive asset- based and other fees for providing advisory and other services to the Funds that they manage, including those Funds that they may select to form a part of a Model Portfolio. FAV, therefore, will have an incentive to include one or more Affiliated Funds in any Model Portfolio. In addition, to the extent the profitability of a particular Fund is greater than the profitability of another product, FAV will have an incentive to include the most profitable product in the Model Portfolio. FAV may construct Model Portfolios without considering the universe of potential funds sponsored by persons not affiliated with Franklin Templeton (“Third-Party Funds”), even though there may (or may not) be Third-Party Funds that are more appropriate for inclusion in such Model Portfolios, including available Third-Party Funds in the applicable asset classes that have lower fees and expenses, greater performance and/or other favorable terms relative to an Affiliated Fund. L. Other Potential Conflicts of Interest In addition to their codes of ethics applicable to employee personal securities transactions and their policies and procedures relating to proprietary accounts, FTPPG and the Subadvisers have adopted other policies and procedures that are designed to address various potential conflicts of interest that may arise in the course of their business as an investment adviser. Such potential conflicts and related policies and procedures pertain to matters such as political contributions, receipt of gifts and entertainment, outside public company board service and business activities, personal investment with business contacts, prohibitions on trading while in possession of material non-public information and error resolution. Also, as it relates to Franklin Corporate Ladder Portfolios, it is available at one Sponsor Firm where contracted fees are paid to FTPPG by the Sponsor Firm and not its clients invested in the strategy. Any potential conflict of interest is mitigated by policies and procedures in place to ensure that all client accounts are treated fairly and equitably. Furthermore, client accounts of all Sponsor Firms invested in this investment strategy are managed in the same manner and pursuant to the same investment model. 146  Item 12 BROKERAGE PRACTICES For client accounts in FTPPG-Implemented Programs, FTPPG, Western Asset, FAV or OSAM selects broker-dealers to execute securities transactions as follows: • FTPPG Broker-Dealer Selection. Except as noted below, FTPPG selects broker-dealers to execute securities transactions for client accounts as described below in Section A. • Western Asset Broker-Dealer Selection. For Western Asset portfolios and balanced portfolio fixed income allocations Western Asset manages, Western Asset selects broker-dealers to execute securities transactions as described below in Section C. • FAV Broker-Dealer Selection. For FAV fixed income portfolios and balanced portfolio fixed income allocations, FAV selects broker-dealers to execute securities transactions as described below in Section D. • OSAM Broker-Dealer Selection. For OSAM Canvas Managed Options strategies, OSAM selects broker-dealers to execute options transactions as described below in Section E. In FTPPG-Implemented Programs, each client (or the Sponsor Firm on the client’s behalf) generally directs FTPPG, Western Asset, FAV or OSAM, as applicable, to place securities trades for execution with the client’s Sponsor Firm or a designated broker (“Designated Broker”), subject to the obligation to seek best execution. For clients who enter into investment management agreements directly with FTPPG, FTPPG typically requires such a direction. Also, in many Sponsor Firm investment programs, the Sponsor Firm and/or applicable laws prohibit, or make impractical, the execution of fixed income securities trades with the client’s Sponsor Firm. Accordingly, such transactions are executed with broker-dealers other than the client’s Sponsor Firm or a designated broker, as described below in Section A. FTPPG generally does not have trade placement responsibility under Discretionary Model Programs and Non-Discretionary Model Programs. However, FTPPG’s agreement with the Sponsor of such a program may permit FTPPG, Western Asset, FAV or OSAM, as applicable, to include accounts in a block trade that FTPPG, Western Asset, FAV or OSAM, as applicable, places on behalf of accounts under FTPPG-Implemented Programs. Assuming such inclusion is contractually permitted, it is anticipated that the circumstances in which FTPPG, Western Asset, FAV or OSAM, as applicable, will seek in practice to include accounts from non-FTPPG-Implemented Programs in a block trade will be very limited due to the significant operational, coordination and timing challenges presented by such inclusion. In addition to describing how FTPPG, Western Asset, FAV and OSAM select broker-dealers to execute trades for client accounts, Sections A, B, C, D and E below describe the trade aggregation, allocation and communication (including model change communication) practices of FTPPG and the Subadvisers. A. FTPPG Selection of Broker-Dealers by FTPPG to Execute Equity Securities Transactions FTPPG seeks best execution when selecting broker-dealers to execute securities transactions. Best execution consists of obtaining the most favorable result for clients within the current parameters of the market. FTPPG does not necessarily measure best execution by the circumstances surrounding a single transaction and may seek best execution over time across multiple transactions. FTPPG selects broker-dealers it believes will provide prompt and reliable execution at favorable security prices with reasonable commission rates and/or other transaction costs. FTPPG considers the best net price — giving effect to any brokerage commissions, commission equivalents, mark-ups, mark-downs, spreads, and other transaction costs—an important factor in selecting broker-dealers to execute securities transactions. FTPPG may also consider other factors, including: the nature of the security being traded; the size and complexity of the transaction; the desired timing of 147  the trade; the activity existing and expected in the market for the particular securities; confidentiality; execution, clearance and settlement capabilities; counterparty financial condition and reliability; the availability of capital commitment; and other appropriate trade execution services of the broker-dealer. To the extent practical, FTPPG may select the client’s Sponsor Firm, a Designated Broker or any broker-dealer FTPPG has approved as an executing broker to execute securities transactions for client accounts, including alternative execution venues (e.g., electronic communication networks and crossing networks), as executing brokers. Transactions Driven by Client Account-Specific Activity For equity securities transactions driven by client account-specific activity, such as account contributions and withdrawals, FTPPG expects to select the client’s Sponsor Firm or Designated Broker to execute all or a large percentage of such transactions. Transactions sent to the client’s Sponsor Firm or Designated Broker for execution are subject to the Sponsor Firm’s or Designated Broker’s operational processes. Such processes will impact when and how such transactions are executed and are not within FTPPG’s control. Clients with equity investment management portfolios or allocations to such portfolios typically pay their Sponsor Firms or Designated Brokers wrap fees or other asset-based fees for services that include execution of agency trades (equity securities generally trade on an agency basis and fixed income securities generally trade on a principal basis). In such fee arrangements, clients typically will not pay any transaction-specific commissions on equity securities transactions when FTPPG selects their Sponsor Firms or Designated Brokers to execute those securities transactions. Certain clients may have fee arrangements with their Sponsor Firms or Designated Brokers under which they pay transaction-specific commissions on equity securities transactions instead of wrap fees or other asset-based fees. FTPPG has no role in negotiating the commission schedule that is agreed to by the client and the Sponsor Firm or Designated Broker. Due to regulatory considerations and Sponsor Firm requirements, FTPPG executes fixed income securities transactions through a broker-dealer other than a client’s Sponsor Firm or Designated Broker in most instances, including transactions driven by client account-specific activity. Transactions Driven by a Model Change For equity securities transactions that are driven by a change in a Sub-Adviser’s investment model and that need to be simultaneously effected for many clients (i.e., model-change trades), FTPPG has executed, and expects to continue to execute, all or substantially all of these transactions as an aggregated block trade through a single broker-dealer instead of executing the transactions with each client’s Sponsor Firm or Designated Broker. FTPPG believes that handling equity model change trades in this manner enhances its ability to obtain best execution for client accounts. The main alternative to this approach would be to use a trade rotation process for model change trades in which FTPPG separately and sequentially transmits orders for the transactions to each Sponsor Firm or Designated Broker for execution. FTPPG believes that effecting model-change trades as block trades eliminates the detrimental impact on market prices of placing separate, successive orders into the marketplace as well as the potential for general movements in securities prices over the extended time period needed to complete a trade rotation. Further, block trading helps to reduce the risks of information leakage (i.e., increasing the number of broker-dealers receiving orders increases the chances that those broker-dealers will trade in anticipation of the orders or seek to use information on FTPPG’s trading to the detriment of FTPPG’s clients), which could result in less advantageous execution prices for clients whose accounts FTPPG trades after making the same trade for other clients. Also, FTPPG believes that effecting model-change trades as block trades often may enable FTPPG to benefit all participating client accounts because more favorable securities prices may be obtained under certain circumstances by trading in larger volumes and because FTPPG may be able to take advantage of additional sources of liquidity that certain broker-dealers and trading venues can provide. In addition, block trading promotes the fair and equitable treatment of client accounts by ensuring that participating client accounts obtain the same execution price and achieve comparable investment performance. FTPPG, in its discretion, may, but is not required to, aggregate the same order for the same security resulting from a model change for more than one investment model. Such multiple orders could come from the same Sub-Adviser or from multiple Sub-Advisers. The “same order for the same security” means that the orders are not limit orders or orders where the portfolio 148  managers have provided specific trade instructions. FTPPG’s traders may place two orders with the same broker-dealer (which may or may not aggregate the orders) or place the orders with two different broker-dealers. To the extent that there are separate orders, they may be in competition with each other in the market. FTPPG has been able to effect a significant percentage of block trades without causing client accounts to pay commissions, commission equivalents, markups or markdowns or spreads. However, client accounts participating in certain block trades will incur such charges when FTPPG determines, consistent with its obligation to seek best execution, that such charges are warranted in light of such factors as the size and complexity of the transaction, the nature of the security being traded, the broker-dealer’s expertise and capabilities and instructions from the portfolio managers. To the extent that such charges are incurred on a particular block trade, they typically are reflected in the net security price paid or received by the client and are provided to the Sponsor Firms. Any such commissions, commission equivalents, markups or markdowns or spreads will be in addition to the asset-based fee, transaction-specific commissions and other fees and charges the client pays to the client’s Sponsor Firm or Designated Broker. In the case of a fee arrangement under which a client pays its Sponsor Firm or Designated Broker transaction-specific commissions, the Sponsor Firm or Designated Broker may charge higher commissions on trades executed away from the Sponsor Firm or Designated Broker. In addition, a client’s Sponsor Firm or Designated Broker may charge tradeaway, stepout, prime brokerage, clearing, settlement or similar processing charges and fees (“processing charges”) on trades executed away from the Sponsor Firm or Designated Broker. Any such processing charges will be in addition to the asset-based fee or transaction-specific commissions the client pays to the client’s Sponsor Firm or Designated Broker. FTPPG has no role in negotiating the commission schedules and processing charges that are agreed to by the client and the Sponsor Firm or Designated Broker and does not consider such commission schedules and processing charges in executing model-change trades as block trades through a single broker-dealer and in selecting broker-dealers to execute such transactions. In an effort to monitor that the trading method it utilizes is consistent with its obligation to seek best execution for client transactions, FTPPG does a trade cost analysis on significant block trades. This trade cost analysis includes a review of the percentage of the daily volume each trade represents, a comparison of the execution price versus the arrival price (the price of the security at the time the order was initially implemented), and a comparison of the execution price versus the Volume Weighted Average Price (“VWAP”) during the time the order is active. The trade cost analysis includes any implied commission paid (as this is reflected in the total security price or proceeds), and such information is retained with a record of the trade. In addition, FTPPG’s Brokerage Committee provides oversight of FTPPG’s trading activities in an effort to ensure that client transactions are being executed in a cost-effective manner consistent with FTPPG’s policies and procedures. The Brokerage Committee meets quarterly. The Committee is provided with trade cost analyses for significant block trades, the average commissions or commission equivalents incurred by client accounts during the quarter and the percentage of trades that incurred such additional costs, as well as a list of the broker-dealers used by FTPPG and their share of volume. To execute client account transactions in ADRs that, in FTPPG’s judgment, have limited liquidity in U.S. markets, FTPPG may select broker-dealers that purchase the ADR issuer’s underlying ordinary shares in non-U.S. markets and then package such shares into an ADR (in the case of an ADR purchase) or convert the ADR into underlying ordinary shares of the ADR issuer and then sell such shares in non-U.S. markets (in the case of an ADR sale). These transactions typically involve foreign exchange, ADR conversion and related costs and charges that are reflected in the net price paid or received by the client. FTPPG expects to execute all or substantially all model-change equity trades as block trades, as described above. However, FTPPG reserves the ability to disaggregate model-change equity trades and follow a trade rotation approach among Sponsor Firms if it decides that a block trade approach is not practical or consistent with seeking best execution for a particular model-change trade, even though FTPPG has not had to implement a trade rotation to date with respect to any model change trade and anticipates that the instances in which it will do so in the future will be rare. If FTPPG makes a decision to do so, FTPPG will communicate trade orders and instructions to Sponsor Firms and Designated Brokers in a manner and sequence that FTPPG believes is fair and equitable to FTPPG’s clients. In addition, FTPPG may decide not to include clients of a particular Sponsor Firm in a block trade due to factors such as a direction from the Sponsor Firm to place all trades for its clients’ accounts with the Sponsor Firm or a Designated Broker without regard for best execution (see below) or temporary 149  operational issues at particular Sponsor Firms or Designated Brokers. In such cases, FTPPG will arrange for execution of the block and non-block trades in a manner that FTPPG believes is fair and equitable to FTPPG’s clients (although all or some clients may receive a less advantageous price than if the trades had been aggregated and executed as a single block order). In the cases where a particular Sub-Adviser investment strategy is included in a single FTPPG-Implemented Program, FTPPG reserves the ability to execute model-change equity trades for client accounts with the Sponsor Firm or Designated Broker, instead of with broker-dealers other than the Sponsor Firm or Designated Broker, if FTPPG determines that doing so would be consistent with seeking best execution. Selection of Broker-Dealers by FTPPG to Execute Fixed Income Securities Transactions To select broker-dealers for execution of fixed income securities transactions, FTPPG generally engages a selected pool of broker-dealer firms in bid/offer negotiations or uses Alternative Trading Systems, which enable FTPPG to see multiple bids or offers at the same time. FTPPG seeks best execution and considers any one or more of the following factors, based on the specific circumstances of the transaction: reliability of the broker-dealer; availability of capital commitment; price level; mark-up, mark-down or spread; quality of execution; promptness of execution; ability to execute the full size of the trade; nature and difficulty of the trade; confidentiality; and specialized expertise. Fixed income securities transactions are executed in most instances with broker-dealers other than a client’s Sponsor Firm or Designated Broker due to regulatory considerations and Sponsor Firm requirements. In addition, a client’s Sponsor Firm or Designated Broker may charge tradeaway, stepout, prime brokerage, clearing, settlement or similar processing charges and fees (“processing charges”) on trades executed away from the Sponsor Firm or Designated Broker. Any such processing charges will be in addition to the asset-based fee or transaction-specific commissions the client pays to the client’s Sponsor Firm or Designated Broker. FTPPG has no role in negotiating the processing charges that are agreed to by the client and the Sponsor Firm or Designated Broker and does not consider such processing charges in selecting broker-dealers to execute securities transactions. Directed Brokerage Although FTPPG generally is subject to the obligation to seek best execution, FTPPG in its sole discretion may accept a client or Sponsor Firm direction to use the client’s Sponsor Firm or a Designated Broker to execute all or certain securities trades for the client’s FTPPG-Implemented Program account without regard for whether best execution may be achieved. In the event FTPPG accepts such a direction: (i) FTPPG will not negotiate the Sponsor Firm’s or Designated Broker’s trade execution services or compensation for such services on behalf of the client account, (ii) FTPPG will not be in a position to, and will not, monitor for best price and execution of transactions Sponsor Firm or Designated Broker executes for the client account, (iii) the account may forego benefits that FTPPG may be able to obtain for other client accounts that participate in FTPPG’s block trades, as described above, and (iv) the prices and execution quality achieved for the account may be less favorable, including more costly to the client account, than the prices and execution quality FTPPG achieves for other client accounts. In addition, FTPPG’s business relationship with the applicable Sponsor Firm or Designated Broker may give FTPPG an incentive to recommend that the client or Program Sponsor issue such a direction. A client or Sponsor Firm may terminate such a direction by notifying FTPPG in writing. 150  FTPPG Aggregation of Trade Orders and Trade Allocation. As noted above, FTPPG generally seeks to aggregate equity trades that are driven by a change in a Sub-Adviser’s investment model and that need to be simultaneously effected for many client accounts in FTPPG-Implemented Programs. FTPPG, in its discretion, may, but is not required to, aggregate the same order for the same security resulting from a model change for more than one investment model. Such multiple orders could come from the same Sub-Adviser or from multiple Sub- Advisers. The “same order for the same security” means that the orders are not limit orders or orders where the portfolio managers have provided specific trade instructions. FTPPG’s traders may place two orders with the same broker-dealer (which may or may not aggregate the orders) or place the orders with two different broker-dealers. To the extent that there are separate orders, they may be in competition with each other in the market. FTPPG generally allocates securities purchased or sold as part of an aggregated order to each participating account in an amount equal to its percentage of the aggregated order. Each participating account receives the average price for the transaction and shares any transaction costs pro rata based upon the account’s level of participation in the aggregated order. If a client’s Sponsor Firm or Designated Broker charges trade away processing, clearing or settlement charges for the trade, the client’s account separately bears these charges. In the case of a partially-filled aggregated order for an equity security, FTPPG allocates the securities purchased or sold among participating accounts according to one or more methods designed to ensure that the allocation is equitable and fair. These methods include pro rata allocation and random allocation. Under the pro rata method, FTPPG allocates all securities purchased or sold pro rata to all of the accounts included in the order based upon the amount of securities FTPPG intended to purchase or sell for each participating account. Under the random allocation method, FTPPG allocates the partially filled order to accounts included in the aggregated order on a random basis. FTPPG generally uses this method only after seeking direction or agreement from the Subadviser portfolio management team responsible for the underlying investment decision. The random allocation method is intended for situations in which the partial execution quantity is an amount that does not allow for a pro rata allocation of securities to all accounts or does not allow for a meaningful allocation of securities to all accounts. Where an aggregated order covers clients in multiple Sponsor Firm investment programs, FTPPG first allocates the securities to the investment programs participating in the order following one of the accepted trade allocation methods. FTPPG then allocates the securities to clients within each investment program following one of the accepted trade allocation methods. If there is an open order being worked by FTPPG’s trading desk and a new order in the same security is received by FTPPG’s trading desk, FTPPG’s trader, in his or her discretion, may (i) aggregate the new order with the earlier order, or (ii) treat the new order and the remainder of the earlier order as two separate orders and place the order or orders with a broker-dealer or broker-dealers that the trader believes will achieve best execution. To the extent that there are two orders, the orders may be in competition with each other in the market. In choosing between the foregoing methods, FTPPG’s traders may consider such factors as the time the order was received, the amount of the order remaining and the liquidity of the security. With respect to fixed income securities, client accounts are generally traded individually due to client-specific needs and requirements and due to the availability of the appropriate instrument that meets each client’s specific needs and requirements. FTPPG’s Communication and Implementation of Sub-Adviser Model Changes. As a general matter, FTPPG seeks to communicate trade orders and a Subadviser’s investment instructions and recommendations for the same equity security to its own trading desk and to any Sponsor Firm or Designated Broker that is responsible for portfolio implementation, trade placement or trade execution at the same time. In certain cases, however, administrative requirements (e.g. formatting requirements) or implementation practices of a Sponsor Firm or Designated Broker (e.g. accepting instructions or recommendations only once daily or only during particular times of the day) may delay the communication of investment instructions or recommendations. Similarly, required portfolio implementation work may 151  delay FTPPG’s communication of trade orders to a Sponsor Firm or Designated Broker for execution. Due to such potential delays, as well as any delays by a Sponsor Firm in acting upon investment instructions or recommendations it receives, FTPPG’s trading desk may be able to place certain trade orders with broker-dealers for certain client accounts before FTPPG is able to place trade orders in the same security with a Designated Broker and/or such Sponsor Firm is able to place trade orders in the security for accounts it services. In such cases, accounts serviced by the Sponsor Firm or Designated Broker could be negatively impacted by such timing differences. Trade orders placed by Sponsor Firms or Designated Broker trading desks (where FTPPG forwards Subadviser investment instructions or recommendations to such firms) in most cases will end up competing in the marketplace with orders placed by FTPPG’s trading desk for FTPPG client accounts with respect to which FTPPG implements the Subadviser’s investment instructions. This competition may negatively affect both FTPPG’s clients and client accounts managed by Sponsor Firms. FTPPG undertakes to mitigate or offset the negative effect on execution quality from such competition by seeking to tightly control the timing of its executions, limiting orders based on daily trading volume and setting price targets. B. Communication of Investment Instructions for Equity Investment Strategies to FTPPG by Subadvisers ClearBridge ClearBridge provides investment instructions to FTPPG in a manner it believes is fair and equitable in relation to non-FTPPG client accounts for which it provides investment advisory services when it is investing in the same security at the same time for both FTPPG client accounts and non-FTPPG client accounts. For ClearBridge equity investment management portfolios in FTPPG-Implemented Programs, FTPPG’s trading desk places trades for FTPPG-Implemented Program client accounts based on investment instructions furnished by ClearBridge. For such portfolios in Discretionary Model Programs and Non- Discretionary Programs, a trading desk of the Sponsor Firm or such firm’s designee places trades for execution. FTPPG has obtained assurances from ClearBridge that ClearBridge will communicate investment model changes to FTPPG in accordance with procedures designed to be fair and equitable to FTPPG’s clients in relation to other clients of ClearBridge. The trading desks of FTPPG and Sponsor Firms and their designees operate independently of ClearBridge’s trading desk. ClearBridge uses this trading desk to execute trades for non-FTPPG clients, including mutual funds, other commingled vehicles and institutional separately managed accounts. Accordingly, trades executed by FTPPG, Sponsor Firm and designee trading desks are not aggregated with trades in the same security that the ClearBridge trading desk executes. ClearBridge seeks to treat all clients fairly and equitably by generally sending investment instructions to its trading desk and to FTPPG at the same time. Trade orders placed by FTPPG’s trading desk and Sponsor Firm and designee trading desks (where FTPPG forwards ClearBridge investment instructions to such firms) in most cases will end up competing in the marketplace with orders placed by the ClearBridge trading desk for non-FTPPG clients. This competition may negatively affect all clients, but ClearBridge expects that, for securities with significant liquidity and trading volume, this liquidity and volume generally will offset all or a significant portion of any negative effect on price from such competition. In addition, for transactions in less liquid securities, ClearBridge may seek to reduce the negative effect of this competition by means such as the use of limit orders, specific price targets or suggest an over the day trading strategy. Given the availability of these approaches to lessening the negative effects on price of competing trade orders, ClearBridge believes that simultaneously communicating investment instructions to FTPPG and to its own trading desk is, as a general rule, preferable to following a rotation process. Issues associated with a rotation process include detrimental market impact (i.e. earlier trades move market causing subsequent trades to receive inferior price), “signaling” concerns (i.e. broker-dealers anticipate additional trades in same security and use this information to the detriment of the manager’s client), and timing differences that result in clients obtaining different execution prices and performance dispersion among accounts. Although ClearBridge expects to send all or substantially all of its investment instructions applicable to FTPPG clients and its non-FTPPG clients to FTPPG and ClearBridge’s own trading desk at the same time, it may instead follow a trade rotation approach if it decides the simultaneous communication approach is not practical or consistent with best execution. Any 152  such rotation will be conducted in a manner that is fair and equitable to all affected clients. Since the inception of FTPPG in 2007, ClearBridge has not had to implement a trade rotation between FTPPG and ClearBridge’s own trading desk. CINA CINA participates in various types of managed account programs, which include FTPPG-Implemented Programs, Discretionary Model-Based Programs and Non-Discretionary Model-Based Programs. CINA does not engage in trading for SMA Client accounts. In the case of FTPPG-Implemented Programs, FTPPG implements investment instructions furnished by CINA in the form of model portfolios. In the case of Discretionary Model-Based Programs and Non- Discretionary Model- Based Programs, FTPPG disseminates the model portfolio to sponsors or their designees for implementation. CINA has a trade communication process for retail managed account programs. A Global Infrastructure SMA Investment Committee has been established to update the model portfolio holdings, typically on a weekly basis. Once the model has been updated it will be disseminated to FTPPG in advance of the next U.S. market open. Depending on the program type, FTPPG will then implement the model portfolio or disseminate the model portfolio to managed account program sponsors or their designees in accordance with FTPPG’s Trade Communication Policy, which is described in FTPPG’s Brochure. Model portfolio clients may experience account performance that is different from the results obtained for accounts that are managed and traded by CINA outside of managed account programs due to the timing and implementation of CINA’s model portfolio by a Sponsor, overlay manager or FTPPG. At times some model constituents may be the same securities as those included in other ClearBridge Australia strategies, be it either the listed security in both strategies, or the locally listed security in another strategy and the relevant US listed ADR in the ClearBridge Global Infrastructure Income strategy. Recommendations for a model portfolio provided to a Sponsor (or equivalent) may be contemporaneous to decisions made for ClearBridge Australia’s discretionary clients and may include some of the same securities as noted above. There are instances where ClearBridge Australia may have already commenced trading on common constituents for clients under other strategies before the Managed Account Sponsor has received or had time to act on ClearBridge Australia's recommendations. Consequently, trades placed by the Sponsor for its clients may be subject to price movements resulting in the Sponsor’s clients receiving prices that are less favorable than the prices obtained by ClearBridge Australia for its other clients. The inverse scenario is also possible where ClearBridge Australia’s other clients may receive pricing that is less favorable than those of a Model Portfolio Sponsor. CINA does not consider itself to have an advisory relationship with clients of the Sponsor of a non-discretionary model- based program and cannot determine the suitability of any such product for the end client. To the extent that this brochure is delivered to program clients with whom CINA has no advisory relationship, or under circumstances where it is not legally required to be delivered, it is provided for informational purposes only. The Franklin Investment Advisers (FAV, FMA, FTILLC, FTIML, FTIC, TAML, TGAL and TICLLC) The following disclosure applies to each of The Franklin Investment Advisers. For SMA Programs with an FTPPG Implemented Adviser Equity Strategy, each Franklin Investment Adviser provides investment instructions to FTPPG in a manner each of them believes is fair and equitable in relation to non-FTPPG client accounts for which it provides investment advisory services when it is investing in the same security in a common strategy at the same time for both FTPPG client accounts and non-FTPPG client accounts. With respect to these programs, each Franklin Investment Adviser seeks to treat all clients fairly and equitably by generally sending investment instructions to its trading desk and to FTPPG at the same time. Where the Franklin Investment Adviser and/or FTPPG provide non-discretionary investment services to a UMA program, such as model portfolios and periodic updates to models, and communicates related recommendations on a simultaneous 153  basis, the UMA Sponsor or its appointed overlay manager is responsible for determining trading activity and completing trades for client accounts. In certain cases, implementation practices of such parties (e.g., accepting instructions or recommendations only once daily or only during particular times of the day) or other operational matters may delay the communication of investment instructions or recommendations. Similarly, required portfolio implementation work may delay communication of trade orders to a program’s designated broker for execution. Due to such potential delays, trades by the UMA Sponsor or its appointed overlay manager could take place contemporaneously or after investment advisory decisions and/or trades are made for similarly situated accounts of the Franklin Investment Adviser and/or their affiliates. As a result, prices would vary among client accounts, and the first accounts to trade, including clients in SMA Programs, will, in some cases, receive more or less favorable prices than later-traded accounts. CIML CIML follows a trade communication process under which it generally communicates a model change trade to FTPPG at the same time that it communicates such model change trade to its institutional trading desk that is responsible for effecting trades on behalf of CIML’s institutional or pooled fund clients. Following its receipt of a model change trade from CIML, FTPPG generally will communicate, during its normal business hours, such model change trade to FTPPG’s trading desk and to program sponsors or their designees for implementation on behalf of managed account program clients at the same time in accordance with FTPPG’s trade communication policy, which is described in item 12 of this brochure. However, due to differences in market hours and differences in the business hours of FTPPG and program sponsors or their designees relative to those of CIML, a model change trade may be implemented and effected by FTPPG on behalf of certain managed account program clients before, after or at the same time that such trade is implemented and effected by program sponsors or their designees on behalf of other managed account program clients or that that such trade is effected by CIML on behalf of its institutional or pooled fund clients, typically resulting in varying execution prices. Due to such timing differences and variation in execution prices, as well as certain other factors, the performance of an account in a managed account program may differ from the performance of other managed account program accounts and from the performance of CIML’s institutional and pooled fund clients managed in accordance with the same CIML strategy. Putnam Putnam may participate in various types of SMA arrangements as subadviser to FTPPG, including FTPPG-Implemented Programs, Discretionary Model Programs, and Non-Discretionary Model Programs. Under FTPPG-Implemented Programs, Putnam forwards its investment instructions in the form of a model portfolio to FTPPG, which is obligated to implement such instructions with respect to client accounts, subject to any implementation protocols or rules agreed to by FTPPG and Putnam. Putnam has security selection discretion and FTPPG has trading discretion under these types of model delivery arrangements. Under Discretionary Model Programs, (FTPPG forwards Putnam’s investment instructions in the form of a model portfolio to the SMA program sponsor or its designee, which entity is obligated to implement such instructions with respect to client accounts, subject to any implementation protocols or rules of such sponsor or designee. Putnam generally has security selection discretion, but not trading discretion, under these types of discretionary model delivery arrangements. Under Non-Discretionary Model Programs, FTPPG forwards Putnam’s non-discretionary investment recommendations in the form of a model portfolio to the SMA program sponsor or its designee for implementation, subject to the discretion of such sponsor or designee. Putnam has neither security selection discretion nor trading discretion under these types of non- discretionary model delivery arrangements. A model portfolio comprises recommended investments and weightings for such investments, subject to applicable investment restrictions and guidelines for the SMA. Model portfolio instructions or recommendations, as applicable, for SMA programs in which Putnam participates as subadviser to FTPPG may be provided for investment strategies that are offered or utilized through other Putnam client accounts. Not all investment strategies that are offered or utilized through other Putnam client accounts are available through SMA programs in which Putnam participates as subadviser to FTPPG. As a general matter, Putnam’s goal is to transmit model portfolio revisions for a particular Putnam investment strategy used in such an SMA program (referred to herein as “model change trades”) to FTPPG at the same time Putnam transmits them to its own trading desk. In the case of trades that require multiple trading days for Putnam’s own trading desk to complete 154  on behalf of other Putnam clients, Putnam may treat each day’s activity as representing a partial model revision. As a result, Putnam may transmit the model portfolio revision to FTPPG over consecutive trading days in proportion to Putnam’s completion of the order for other Putnam clients. Following its receipt of a model change trade from Putnam, FTPPG generally will implement such model change trade (in the case of FTPPG-Implemented Programs) or communicate such model change trade to SMA program sponsors or their designees for implementation on behalf of SMA program clients (in the case of Discretionary Model Programs and Non-Discretionary Model Programs) at the same time in accordance with FTPPG’s trade communication policy, which is described in detail in this Item 12. In certain cases, however, administrative requirements (e.g. formatting requirements) or implementation practices of an SMA sponsor or its designee (e.g. accepting instructions or recommendations only once daily or only during particular times of the day) may delay the communication or implementation of investment instructions or recommendations. Similarly, required portfolio implementation work may delay FTPPG’s communication of trade orders to an SMA sponsor or its designee. As a result, model change trades may be implemented and effected by FTPPG and/or SMA program sponsors or their designees on behalf of SMA program clients at different times, typically resulting in varying execution prices. To the extent an investment strategy is used in an SMA program in which Putnam serves as a subadviser to FTPPG and in one or more Putnam client accounts that are structured as pooled investment vehicles (each, a “Comparable Putnam Pooled Vehicle” and collectively, the “Comparable Putnam Pooled Vehicles”), the manner in which such investment strategy is implemented for use in such SMA program may, for a variety of reasons, differ from how that same investment strategy is implemented by Putnam for use in connection with the relevant Comparable Putnam Pooled Vehicle. For example, the model portfolio supplied by Putnam for an SMA program in which Putnam participates as subadviser to FTPPG may not include non-U.S. traded securities that are held by the applicable Comparable Putnam Pooled Vehicle(s). Likewise, the model portfolio supplied by Putnam for such an SMA program may not include every security held by the relevant Comparable Putnam Pooled Vehicle in the event the SMA program is significantly smaller than such Comparable Putnam Pooled Vehicle in terms of net assets. In addition, Putnam undertakes “active risk” assessments comparing Putnam U.S. Small Cap Growth Equity and Putnam U.S. Small Cap Value Equity to Putnam Small Cap Growth Fund and Putnam Small Cap Value Fund, respectively, with the goal of seeking to achieve performance for the relevant SMA program that is comparable to that of such Comparable Putnam Pooled Vehicle while avoiding excessive model change trades for Putnam U.S. Small Cap Growth Equity and Putnam U.S. Small Cap Value Equity. Therefore, Putnam will only transmit updated investment instructions or recommendations for Putnam U.S. Small Cap Growth Equity and Putnam U.S. Small Cap Value Equity when Putnam deems there to have been a “model change” to such account. Putnam monitors for model changes daily by comparing the “active risk” between Putnam U.S. Small Cap Value Equity and Putnam Small Cap Value Fund and by comparing the “active risk” between Putnam U.S. Small Cap Growth Equity and Putnam Small Cap Growth Fund. When the “active risk” for Putnam U.S. Small Cap Value Equity relative to Putnam Small Cap Value Fund or the “active risk” for Putnam U.S. Small Cap Growth Equity relative to Putnam Small Cap Growth Fund exceeds a threshold deemed by Putnam to be sufficient to justify a “model change”, the model for Putnam U.S. Small Cap Growth Equity or Putnam U.S. Small Cap Value Equity, as applicable, will be adjusted to reduce “active risk.” In situations in which Putnam has decided to implement a model change based upon the “active risk” threshold described above, Putnam will have transmitted trade orders on behalf of Putnam Small Cap Growth Fund or Putnam Small Cap Value Fund, as applicable and other substantially similar Putnam-advised accounts, prior to transmitting model changes for Putnam U.S. Small Cap Growth Equity or Putnam U.S. Small Cap Value Equity, respectively. Given that values of investments change with market conditions, this could cause an SMA program’s return to be lower than if such trade orders for Putnam Small Cap Growth Fund or Putnam Small Cap Value Fund, as applicable, had been effected simultaneously with such model changes for Putnam U.S. Small Cap Growth Equity or Putnam U.S. Small Cap Value Equity, as applicable and other substantially similar Putnam- advised accounts. When a portfolio security is added to Putnam Small Cap Growth Fund or Putnam Small Cap Value Fund, as applicable, or completely eliminated from Putnam Small Cap Growth Fund or Putnam Small Cap Value Fund, as applicable, Putnam’s goal is to transmit the initial trade adding a new position to such Fund, or the last trade entirely deleting a position from such Fund, at the same time it transmits: (i) model changes for Putnam U.S. Small Cap Growth Equity or Putnam U.S. Small Cap Value Equity, as applicable, and (ii) trade orders, investment instructions, or investment recommendations for any other substantially similar Putnam-advised accounts. Putnam actively monitors the performance of Putnam U.S. Small Cap Growth 155  Equity or Putnam U.S. Small Cap Value Equity versus that of the corresponding fund to confirm that the above-stated goal of the “active risk” assessments is being achieved. For the foregoing reasons, the performance of a particular SMA program in which Putnam serves as a subadviser to FTPPG that is managed in accordance with a particular Putnam investment strategy will likely differ from the performance of the Comparable Putnam Pooled Vehicles and other SMA programs that employ substantially similar Putnam investment strategies. In addition, Putnam cannot control the market impact of any transactions effected on behalf of an SMA program in which it serves as a subadviser to FTPPG because it does not have trading authority with respect to such SMA programs. Separate from its subadvisory arrangements with FTPPG, Putnam provides model portfolios for negotiated fees to certain non-affiliated investment advisers or other financial service providers for use in connection with various personalized managed accounts, pooled investment vehicles, and/or other financial products. The non-affiliated investment advisers or other financial service providers retain investment discretion over their client accounts and can accept or reject Putnam’s recommendations. Such non-affiliated investment advisers or other financial service providers are also responsible for effecting trades resulting from these recommendations. In addition, these firms may implement client portfolios by aggregating the model portfolios of multiple non-discretionary money managers, including Putnam, and adjusting the combined aggregated model in order to vary certain exposures, to adhere to any portfolio level investment restrictions and guidelines, and for transaction cost management. Putnam has no investment discretion over these accounts, has no authority to decide which securities to purchase and sell for the clients of such non-affiliated investment advisers or other financial service providers, and has no authority to effect trades on behalf of the clients of such non-affiliated investment advisers or other financial service providers. Royce Royce may participate in various types of SMA arrangements as subadviser to FTPPG, including FTPPG-Implemented Programs, Discretionary Model Programs, and Non-Discretionary Model Programs. Under FTPPG-Implemented Programs, Royce forwards its investment instructions in the form of a model portfolio to FTPPG, which entity is obligated to implement such instructions with respect to client accounts, subject to any implementation protocols or rules agreed to by FTPPG and Royce. Royce has security selection discretion and FTPPG has trading discretion under these types of model delivery arrangements. Under Discretionary Model Programs, Royce or its designee (FTPPG) forwards Royce’s investment instructions in the form of a model portfolio to the SMA program sponsor or its designee, which entity is obligated to implement such instructions with respect to client accounts, subject to any implementation protocols or rules of such sponsor or designee. Royce generally has security selection discretion, but not trading discretion, under these types of discretionary model delivery arrangements. Under Non-Discretionary Model Programs, Royce or its designee (FTPPG) forwards Royce’s non-discretionary investment recommendations in the form of a model portfolio to the SMA program sponsor or its designee for implementation, subject to the discretion of such sponsor or designee. Royce generally has neither security selection discretion nor trading discretion under these types of non-discretionary model delivery arrangements. A model portfolio comprises recommended investments and weightings for such investments, subject to applicable investment restrictions and guidelines for the SMA. Model portfolio instructions or recommendations, as applicable, for SMA programs in which Royce participates as subadviser to FTPPG may be provided for investment strategies (e.g., Royce Premier, Royce Small-Cap Total Return, Royce Smaller-Companies Growth, and Royce SMID-Cap Total Return) that are offered or utilized through other Royce client accounts that are structured as pooled investment vehicles (each, a Comparable Royce Pooled Vehicle” and collectively, the “Comparable Royce Pooled Vehicles”). The Comparable Royce Pooled Vehicles for these investment strategies are listed below. 156  Royce Investment Strategy Royce Premier Royce Small-Cap Total Return Royce Smaller-Companies Growth Royce SMid-Cap Total Return Comparable Royce Pooled Vehicle(s) Royce Premier Fund Royce Small-Cap Total Return Fund Royce Small-Cap Total Return CIT Royce Smaller-Companies Growth Fund Royce SMid-Cap Total Return Fund Model portfolio instructions or recommendations, as applicable, for SMA programs for which Royce serves as subadviser to FTPPG may also be provided for investment strategies that are not offered or utilized through other Royce client accounts (e.g., Royce SMID Dividend Value and Royce Concentrated Value). Not all investment strategies that are offered or utilized through other Royce client accounts are available through SMA programs in which Royce participates as subadviser to FTPPG. As a general matter, Royce’s goal is to transmit model portfolio revisions for a particular Royce investment strategy used in such an SMA program (referred to herein as “model change trades”) to FTPPG at the same time Royce transmits them directly to any SMA sponsors and other firms that are responsible for portfolio implementation, trade placement, and/or trade execution in connection with that investment strategy. Following its receipt of a model change trade from Royce, FTPPG generally will implement such model change trade (in the case of FTPPG-Implemented Programs) or communicate such model change trade to SMA program sponsors or their designees for implementation on behalf of SMA program clients (in the case of Discretionary Model Programs and Non-Discretionary Model Programs) at the same time in accordance with FTPPG’s trade communication policy, which is described in detail in this Item 12. In certain cases, however, administrative requirements (e.g. formatting requirements) or implementation practices of an SMA sponsor or its designee (e.g. accepting instructions or recommendations only once daily or only during particular times of the day) may delay the communication or implementation of investment instructions or recommendations. Similarly, required portfolio implementation work may delay FTPPG’s communication of trade orders to an SMA sponsor or its designee. As a result, model change trades may be implemented and effected by FTPPG and/or SMA program sponsors or their designees on behalf of SMA program clients at different times, typically resulting in varying execution prices. To the extent an investment strategy is used in an SMA program in which Royce serves as a subadviser to FTPPG and in one or more Comparable Royce Pooled Vehicles, the manner in which such investment strategy is implemented for use in such SMA program may, for a variety of reasons, differ from the manner in which that same investment strategy is implemented by Royce for use in connection with the relevant Comparable Royce Pooled Vehicle. For example, the model portfolio supplied by Royce for an SMA program in which Royce participates as subadviser to FTPPG will not include any non-U.S. traded securities that are held by the applicable Comparable Royce Pooled Vehicle(s). This is true for Royce Premier which, unlike Royce Premier Fund does not hold non-U.S. traded securities. Likewise, the model portfolio supplied by Royce for such an SMA program may not include every security held by the relevant Comparable Royce Pooled Vehicle in the event the SMA program is significantly smaller than such Comparable Royce Pooled Vehicle in terms of net assets. In addition, Royce undertakes “active risk” assessments comparing the model portfolio for each investment strategy with the relevant Compared Royce Pooled Vehicle(s) (excluding non-U.S. traded securities) and with the goal of seeking to achieve performance for the relevant SMA program that is comparable to that of such Comparable Royce Pooled Vehicle while avoiding excessive model change trades for such investment strategies. Therefore, Royce will only transmit updated investment instructions or recommendations for an investment strategy when Royce deems there to have been a “model change” to such account. Royce monitors for model changes daily by comparing the “active risk” between each investment strategy and the relevant Compared Royce Vehicle(s) (excluding non-US traded securities). When the “active risk” for an investment strategy relative to the applicable Comparable Royce Pooled Vehicle(s) exceeds a threshold deemed by Royce to be sufficient to justify a “model change”, the model for such investment strategy will be adjusted to reduce “active risk.” In situations in which Royce has decided to implement a model change for a particular investment strategy based upon its determination the “active risk” threshold has been exceeded as described above, Royce will have transmitted trade orders on behalf of the relevant Comparable Royce Pooled Vehicle(s) prior to submitting transmitting model changes for such investment strategy, and prior to transmitting trade orders, investment instructions, or investment recommendations for any other substantially similar Royce-advised accounts. Given that values of investments change with market conditions, this could cause an SMA program’s return to be lower than if such trade orders for relevant Comparable 157  Royce Pooled Vehicles had been effected simultaneously with the implementation of the model change for such investment strategy. In addition, when a new portfolio security is added to a Comparable Royce Pooled Vehicle, or an existing portfolio security is completely eliminated from a Comparable Royce Pooled Vehicle, Royce’s goal is to transmit the initial trade adding a new position to such Comparable Royce Pooled Vehicle, or the last trade entirely removing an existing position from such Comparable Royce Pooled Vehicle, at the same time it transmits: (i) model changes for the applicable investment strategy and (ii) trade orders, investment instructions, or investment recommendations for any other substantially similar Royce-advised accounts. Royce actively monitors the performance of each investment strategy versus that of the Comparable Royce Pooled Vehicle(s) to confirm that the above-stated goal of the “active risk” assessments is being achieved. For the foregoing reasons, the performance of a particular SMA program in which Royce serves as a subadviser to FTPPG that is managed in accordance with a particular Royce investment strategy will likely differ from the performance of the relevant Comparable Royce Pooled Vehicle(s) and other SMA programs that employ substantially similar Royce investment strategies. In addition, Royce cannot control the market impact of any transactions effected on behalf of an SMA program in which it serves as a subadviser to FTPPG because it does not have trading authority or discretion with respect to such SMA programs. Separate from its subadvisory arrangements with FTPPG, Royce provides model portfolios for negotiated fees to certain investment advisers or other financial service providers for use in connection with various personalized managed accounts, pooled investment vehicles, and/or other financial products. These investment advisers or other financial service providers retain investment discretion over their client accounts and can accept or reject Royce’s recommendations. Such investment advisers or other financial service providers are also responsible for effecting trades resulting from these recommendations. In addition, certain of these firms may implement client portfolios by aggregating the model portfolios of multiple non- discretionary money managers, including Royce, and adjusting the combined aggregated model in order to vary certain exposures, to adhere to any portfolio level investment restrictions and guidelines, and for transaction cost management. Royce has no investment discretion over these accounts, has no authority to decide which securities to purchase and sell for the clients of such investment advisers or other financial service providers, and has no authority to effect trades on behalf of the clients of such investment advisers or other financial service providers. Three Royce investment strategies (i.e., Royce Small-Cap Quality Value, Royce Small-Cap Opportunistic Value and Royce International Premier) are used in connection with these non-discretionary model portfolio delivery arrangements. The Royce Small-Cap Quality Value investment strategy is used in connection with several Royce-advised pooled investment vehicles, including Royce Small-Cap Total Return Fund and Royce Small-Cap Total Return CIT. The Royce Small-Cap Opportunistic Value investment strategy is used in connection with several Royce-advised pooled investment vehicles, including Royce Small-Cap Opportunity Fund and Royce Small-Cap Opportunity CIT. The Royce International Premier investment strategy is used in connection several Royce-advised pooled investment vehicles, including Royce International Premier Fund. Model Portfolios for these investment strategies are generally transmitted to the relevant investment adviser or other financial services firm once per business day and may be transmitted at some other frequency in accordance with the then-current arrangements in place between Royce and such firms. The transmission of such model portfolios is not in any respect subject to the Royce trade communication policies described in this Item 12. C. Western Asset Western Asset Selection of Broker-Dealers to Execute Fixed Income Securities Transactions. Western Asset maintains an approved broker list, which is designed to limit trading only to those broker-dealers Western Asset believes demonstrate strength in the asset classes in which they operate, have knowledgeable sales coverage, provide quality research, and show a willingness to commit capital and maintain financial stability. Western Asset may only select broker-dealers on this list to execute securities transactions for client accounts. Exceptions to this policy are permitted once approval from senior investment management and compliance personnel has been obtained. Additional scrutiny and monitoring is conducted for those broker-dealers with whom trades involving direct counterparty risk (i.e., risk beyond 158  settlement risk) may be executed. Fixed income securities transactions are executed in most instances with broker-dealers other than a client’s Sponsor Firm or Designated Broker due to regulatory considerations and Sponsor Firm requirements. Western Asset seeks to obtain best execution of its clients’ trades through monitoring and effectively controlling the quality of trade decisions. Because the circumstantial and judgmental aspects involved in obtaining best execution with respect to a particular trade are not always quantifiable, Western Asset does not define a single measurement basis for best execution on a trade-by-trade basis. Instead, Western Asset focuses on addressing potential conflicts of interest, aligning incentives and doing reasonable oversight to identify fact patterns that may raise concerns that trades are being made on grounds other than the merits. In addition, when selecting a broker-dealer to execute trades, the Western Asset personnel making trades on behalf of clients are obliged to consider the full range and quality of a broker-dealer’s services, which may include execution capability, commission rate, spreads, price, financial responsibility and responsiveness. Western Asset is not obligated to merely get the lowest price or commission, but rather should determine whether the transaction represents the best qualitative execution for the account. Broker-dealers typically do not charge commissions on fixed income securities transactions. New issues are the only meaningful exception to this general rule, and they have a set commission rate that is the same for all executing broker-dealers. Secondary issues, by far the largest proportion of fixed income securities transaction volume, trade at net prices with no commissions charged. In addition, a client’s Sponsor Firm or Designated Broker may charge tradeaway, stepout, prime brokerage, clearing, settlement or similar processing charges and fees (“processing charges”) on trades executed away from the Sponsor Firm or Designated Broker. Any such processing charges will be in addition to the asset-based fee or transaction-specific commissions the client pays to the client’s Sponsor Firm or Designated Broker. Western Asset has no role in negotiating the processing charges that are agreed to by the client and the Sponsor Firm or Designated Broker and does not consider such processing charges in selecting broker-dealers to execute securities transactions. Western Asset may receive research or other services (both solicited and unsolicited) from broker-dealers in the ordinary course of trading on behalf of client accounts. These items are not received pursuant to arrangements or agreements to exchange brokerage activity for services or benefits and are not considered to be obtained using “soft dollars.” Western Asset is not obliged to direct brokerage in order to receive such information. However, as a result, Western Asset may have an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services that the broker-dealer provides to Western Asset in the ordinary course of trading for client accounts rather than its clients’ interest in receiving the most favorable execution. Western Asset does not maintain directed brokerage arrangements on its own initiative and generally recommends against them in light of the unique features of the fixed-income market and the potential impact on Western Asset’s trading decisions. However, clients may request that Western Asset direct the client’s brokerage to a particular broker-dealer. A directed brokerage arrangement involves a client directive obligating Western Asset to utilize a particular broker or brokers without regard to best execution. Directed brokerage arrangements reflect client preferences, goals or instructions and are not subject to Western Asset's obligation to seek best execution. Western Asset’s ability to obtain best execution for the client may be hindered by the directed brokerage relationship and the client may forego any benefit from savings on execution costs that Western Asset could obtain for its other clients through negotiating for volume discounts with broker- dealers. Accounts with directed brokerage instructions may be excluded from block trades and their directed orders will generally be executed following completion of any non-directed trades. Western Asset Aggregation of Trade Orders and Trade Allocation. The Western Asset Investment Management Department responsible for managing a client’s account generally will aggregate trade orders for the client’s account with one or more accounts of other clients the team services if it determines that the trade is appropriate for such accounts and aggregation is practical and consistent with client requirements and the 159  pursuit of best execution. In the case of an aggregated trade order, Western Asset will allocate the securities purchased or sold among participating accounts in accordance with the allocation policies and procedures described below. If the investment team does not aggregate in such a situation and instead has the trades executed separately, the prices and execution quality achieved for all or some of the client accounts for which the trade is appropriate may be less favorable, including more costly to the accounts, than if the team had aggregated the trades. To seek fair and equitable treatment across Sponsor Firm program accounts, Western Asset considers not only the manner in which it allocates trades to accounts but also the sequence in which it delivers trade orders (in the case of FTPPG- Implemented Programs) and investment instructions and recommendations (in the case of Discretionary Model Programs and Non-Discretionary Model Programs) for the same security to market intermediaries and Program Sponsors or their designees. The delivery of certain orders, instructions and recommendations to a large number of market intermediaries and Program Sponsors or their designees at the same time could adversely impact the market price of a security, especially for less liquid securities. As a potential alternative to Western Asset’s standard practice of placing trade orders and communicating investment instructions and recommendations with respect to the same security at approximately the same time, Western Asset may implement a program of trade rotation among Sponsor Firms to prevent any single program’s accounts from consistently being traded first or last within the rotation. Western Asset’s use of such a rotation approach normally will be on an asset weighting basis with Sponsor Firm programs with more managed assets having a larger pro rata weighting in the rotation. As a result, clients in smaller programs may not receive overall as good execution as clients in larger programs. If a program of trade rotation is implemented with respect to a particular trade, Western Asset typically will include Sponsor Firm relationships in which Western Asset handles implementation and trading for program accounts as well as Sponsor Firm relationships in which Western Asset communicates investment instructions or recommendations to the Sponsor Firm or its designee for implementation and trading (i.e., Discretionary Model Programs and Non- Discretionary Model Programs) within such trade rotation program. Western Asset completes the allocation of securities purchased or sold in an aggregated order among participating clients no later than the end of the day on which the transaction is completed. In addition, in order to ensure that no client participating in an aggregated order is favored over any other, Western Asset gives each client participating in an aggregated order the average share price for the transaction. Each client shares transaction costs on a pro-rata basis based upon the client’s level of participation in the aggregated order. If the aggregated order is partially filled, each client participating in the transaction receives a pro-rated portion of the securities based upon the client’s level of participation in the aggregated order. However, Western Asset may subject its pro-ration of partially-filled aggregated trade orders to individual client factors such as: investment goals and guidelines, available cash, liquidity requirements, odd lot positions, minimum allocations, existing portfolio holdings compared to the target weightings and regulatory restrictions. Western Asset then weighs allocations by portfolio market value, making adjustments as needed so that final allocations are in round lots. Western Asset periodically reviews all its client accounts to identify situations where a potential conflict of interest may exist. This may include accounts where Western Asset has a proprietary interest or accounts where the investment strategy may conflict with other Western Asset clients. Western Asset follows specific trade allocation procedures to avoid the conflicts inherent in these situations. Prior to the settlement of a trade, Western Asset may revise its allocation of the trade provided the allocation is suitable, fair and equitable. Documentation of the suitability of the allocation should be maintained and reviewed by senior management. Western Asset Communication of Trade Orders and Investment Instructions and Recommendations. Western Asset seeks to communicate trade orders (in the case of FTPPG-Implemented Programs) and investment instructions and recommendations (in the case of Discretionary Model Programs and Non-Discretionary Model Programs) to market intermediaries and Program Sponsors or their designees in a manner that is fair and equitable to Sponsor Firm 160  program accounts in relation to each other and to other clients of Western Asset. Sponsor Firm programs can raise trade communication conflicts issues if the Sponsor Firm or its designee, and not Western Asset, handles all or a portion of the trading for program accounts. To seek fair and equitable treatment across Sponsor Firm program accounts, Western Asset considers not only the manner in which it allocates trades to accounts but also the sequence in which it delivers trade orders and investment instructions and recommendations for the same security to market intermediaries and Program Sponsors or their designees. The delivery of certain orders, instructions and recommendations to a large number of market intermediaries and Program Sponsors or their designees at the same time could adversely impact the market price of a security, especially for less liquid securities. As a potential alternative to Western Asset’s standard practice of communicating trade orders, instructions and recommendations with respect to the same security at approximately the same time, Western Asset may implement a program of trade rotation among Sponsor Firms to prevent any single program’s accounts from consistently being traded first or last within the rotation. Western Asset’s use of such a rotation approach normally will be on an asset weighting basis with investment programs with more managed assets having a larger pro rata weighting in the rotation. As a result, accounts in smaller programs may not receive overall as good execution as account in larger programs. If a program of trade rotation is implemented with respect to a particular trade, Western Asset typically will include Sponsor Firm relationships in which Western Assets handles implementation and trading for program accounts as well as Sponsor Firm relationships in which Western Asset communicates investment instructions or recommendations to the Sponsor Firm or its designee for implementation and trading (i.e., Discretionary Model Programs and Non-Discretionary Model Programs) within such trade rotation program. 161  D. FAV FAV Selection of Broker-Dealers to Execute Fixed Income Securities Transactions FAV has adopted policies and procedures that address best execution with respect to fixed income investments and provide guidance on brokerage allocation. The policies and procedures are reasonably designed to ensure (i) that execution services meet the quality standards established by FAV’s trading teams and are consistent with established policies, (ii) the broadest flexibility in selecting which broker-dealers can provide best execution, (iii) evaluation of the execution capabilities of, and the quality of execution services received from, broker-dealers effecting portfolio transactions for FAV’s clients, and (iv) the identification and resolution of potential conflicts of interest. The policies and procedures for fixed income transactions outline the criteria that the trading team uses to determine which broker-dealer(s) have provided the highest quality execution services over a particular time period. These include a periodic review of fixed income allocations, the rationale for selecting certain broker-dealers, and a review of historical broker-dealer transactions to test application of FAV’s best execution procedures. The policies and procedures for fixed income transactions reflect general fiduciary principles, and also address the special considerations for executing transactions in fixed income securities. Since trading fixed income securities is fundamentally different from trading in equity securities in that FAV has generally deal directly with market makers, FAV considers different factors when assessing best execution. In these transactions, FAV typically effects trades on a net basis, and do not pay the market maker any commission, commission equivalent or markup/markdown other than the spread. FAV’s traders for fixed income investments are responsible for determining which qualified broker-dealers will provide best execution, taking into account the best combination of price and intermediary value given the client’s strategies and objectives. Multiple factors are considered in selecting a dealer to execute a trade in a fixed income security. Additional Considerations for SMA Program Brokerage Transactions FAV has been engaged to provide discretionary and non-discretionary sub-advisory investment management services to FTPPG through SMA Programs. Generally, the all-inclusive wrap fee charged to clients by the Sponsor of the SMA Program (usually a broker-dealer, bank or other financial institution) covers execution charges only when transactions are executed through the Sponsor. With respect to transactions with broker-dealers other than the Sponsor, clients will also be responsible for any and all commissions, commission equivalents, markup/markdown charges, and fees charged by the executing broker-dealer, as well as any trade away fees charged by the Sponsor, in addition to the SMA Program wrap fee. Commissions, commission equivalents, markup/markdown charges, and other fees charged by an executing broker-dealer other than the Sponsor are typically reflected in the total net price for the SMA trade (as opposed to broken out separately for non-SMA orders) to provide a means to compensate the broker-dealer for its services in executing the trade. In this circumstance, these other fees are not separately identified on the trade confirmations the client or the Sponsor receives. Where FAV has responsibility to execute trades, Franklin Templeton trading personnel consider these SMA arrangements when attempting to secure the best combination of price and intermediary value given the strategies and objectives of the client. This process can be highly subjective because of the inherent difficulties in measuring and assessing execution quality and best execution, especially in SMA Programs. As a result, FAV has, in certain circumstances, only been able to assess patterns of execution quality by evaluating the trading process and trade data over a period of time, rather than on a trade- by-trade basis, which could lead to disparities between execution price and/or quality relative to other accounts managed by FAV or its affiliates. 162  Aggregation and Allocation of Trades From time to time, FAV may determine that it will be desirable to acquire or dispose of the same securities for more than one client account at the same time. In making allocations of fixed income and other limited investment opportunities, FAV must address specific considerations. For example, FAV may not be able to acquire the same security at the same time for more than one account, may not be able to acquire the amount of the security to meet the desired allocation amounts for each account, or, alternatively, in order to meet the desired allocation amount for each account, FAV may be required to pay a higher price or obtain a lower yield for the security. As a result, FAV has taken into consideration one or more factors in making such allocations as part of its standard methodology, including, but not limited to: Investment objectives “Round Lot” limitations when placing orders • • Relative cash position of Franklin Adviser Accounts • Client tax status • Regulatory restrictions • • Emphasis or focus of particular Franklin Adviser Accounts • Risk position of the Franklin Adviser Accounts • Specific overriding client instructions • Existing portfolio composition and applicable industry, sector, or capitalization weightings • Client sensitivity to turnover • Stage in the life cycle of the investment opportunity • Structure of the investment opportunity While pro rata allocation by order size is the most common form of allocation in non-SMA accounts, to help ensure that FAV’s clients have fair access to trading opportunities over time, certain trades will be placed by an alternative standard allocation or an objective methodology other than the standard methodology. Other objective methodologies are permissible provided they are employed with general consistency, operate fairly and are properly documented. In situations where orders cannot be aggregated, greater transaction costs may result, and prices may vary among Franklin Adviser Accounts. See “Client-Directed Brokerage Transactions” below. In addition, certain non-U.S. markets require trades to be executed on an account-by-account basis. As portfolio transactions in such markets cannot be block traded, prices may vary among Franklin Adviser Accounts. Additional Considerations for SMA Program Brokerage Transactions With respect to fixed income strategies managed by FAV, more typically in municipal bond strategies, the relevant trading personnel will, in certain circumstances, determine that best execution under the circumstances favors placing trades through broker-dealers other than the Sponsor, despite the wrap fee only covering execution charges through the Sponsor. In this case, orders for trades executed through broker-dealers other than the Sponsor may be aggregated or blocked for execution in accordance with established procedures. Pro-rata allocations are generally not used for separate accounts due to liquidity and appropriate lot size considerations. Generally, for each Franklin Adviser Account, such aggregated transactions are and according to methodologies that take into account, among other possible factors, the date upon which the Franklin Adviser Account was determined to need investment action, liquidity and/or appropriate lot size. In addition, FAV may be barred from allocating bonds to a client of the broker-dealer from which the securities were purchased. Many Sponsor firms prohibit allocations of these purchases, if the Sponsor firm is acting as a principal in the transaction. However, as discussed above, in such cases clients are generally responsible for, in addition to the SMA Program wrap fee charged to clients by the Sponsor, any and all commissions, commission equivalents, markup/markdown charges, trade away fees and other fees on such trades, whether broken out separately or reflected in the total net price for the trade. With respect to a specified multi-asset class balanced strategy, where FAV has responsibility to execute equity trades for an SMA Program where FAV acts as a subadviser to FTPPG, typically for client-specific maintenance trades, FAV will in almost 163  all instances place trades through the SMA Sponsor. For equity securities transactions that are driven by a change in FAV’s investment model and that need to be simultaneously affected for many clients (i.e., model-change trades), FAV will send such securities transactions to FTPPG for execution. Further information about FTPPG’s trading and other brokerage practices can be found in this Item 12. Where SMA Program transactions are executed through the Sponsor, more typically in taxable or other non-municipal fixed income strategies, such transactions will not be aggregated for execution purposes with orders for the same securities for other accounts managed by FAV or its affiliates through other broker-dealers. As discussed above, this method will typically be used where trading personnel determine that it is likely to produce the best execution under the circumstances for the broadest segment of clients, typically measured by assets and/or number of accounts. In these circumstances, it is possible that transactions executed through the Sponsor will be subject to price movements (particularly for large orders or orders in more thinly traded securities) that can result in clients receiving a price that is less (or more) favorable than the price obtained for orders placed without regard to the SMA arrangements or restrictions. Communication of Trade Instructions and Recommendations With respect to SMA Programs employing a taxable or other non-municipal fixed income strategy, trades will typically be placed according to an alternating sequence or rotation system (e.g., sequential or random determination of order placement/order execution on the order date) due to the nature of the type of securities involved. This rotation system is intended to provide all clients with fair and equitable access to trading opportunities over time. Notwithstanding the foregoing, under certain circumstances, departures from the rotation system will occur due to one or more specified factors. Moreover, the ability to seek best execution in certain investment strategies (e.g., fixed-income bond strategies) may not be reasonably compatible with the rotation system. In these circumstances, FAV may seek to aggregate trades among applicable accounts in accordance with its procedures, taking into account relevant considerations. Departures from the rotation system, however, could result in the accounts departing from the rotation receiving prices that are more or less favorable than if the rotation was followed. Brokerage for Client Referrals If consistent with its duty to seek best execution, FAV, from time to time, uses broker-dealers that refer account clients to FAV or an affiliate. To the extent that these referrals result in an increase in assets under management, FAV or its affiliates will likely benefit. Therefore, a potential conflict exists that FAV could have an incentive to select or recommend a broker- dealer based on its interest in receiving client referrals rather than obtaining best execution on behalf of its clients. In order to manage this potential conflict of interest, FAV does not enter into agreements with, or make commitments to, any broker-dealer that would bind FAV to compensate that broker-dealer through increased brokerage transactions for client referrals or sales efforts; nor will FAV use step-out transactions or similar arrangements to compensate selling brokers for their sales efforts. Client-Directed Brokerage Transactions FAV does not routinely recommend, request or require that a client direct trading orders to any specific broker-dealer. However, FAV has, in certain circumstances, accommodated special requests from a client directing FAV to use a particular broker-dealer to execute portfolio transactions for its Franklin Adviser Account. This may include the use of expense reimbursement and commission recapture arrangements, where certain broker-dealers rebate a portion of a Franklin Adviser Account’s brokerage commissions (or spreads on fixed income or principal trades) directly to the Franklin Adviser Account or apply the amount against a Franklin Adviser Account’s expenses. Clients may also ask FAV to seek reduced brokerage commissions with some or all broker-dealers used to execute its trades. Specific client instructions on the use of a particular broker-dealer limit FAV’s discretionary authority, and FAV may not be in a position to freely negotiate commission rates or spreads or select broker-dealers on the basis of best price and 164  execution. In addition, transactions for a client that directs brokerage may not be combined or blocked with orders for the same securities for other accounts managed by FAV. These trades will generally be placed at the end of block trading activity for a particular security and executed after discretionary trades. Accordingly, client-directed transactions are vulnerable to price movements, particularly in volatile markets, that may result in the client receiving a price that is less favorable than the price obtained for the block order. Under these circumstances, the client may be subject to higher commissions, greater spreads, or less favorable net prices than might be the case if FAV had the authority to negotiate commission rates or spreads, or to select broker-dealers based solely on best execution considerations. Therefore, where a client directs FAV to use a particular broker-dealer to execute trades or imposes limits on the terms under which FAV may engage a particular broker-dealer, FAV will not, in certain circumstances, be able to obtain best execution for such client-directed trades. E. OSAM As a registered investment adviser, OSAM has a best execution responsibility. Best execution is defined by many factors including cost of execution (including commission and/or execution efficiency), ease of execution and settlement and overall relationship. However, it is presently expected that the majority of engagements in which the OSAM strategies are incorporated with Subadviser strategies will be subject to arrangements such as those described in the Brokerage Arrangements section, below, and in those cases OSAM will not be able to ensure best execution because it’s ability to choose the execution venue is limited. Soft Dollars OSAM does not have any formal or informal soft-dollar arrangements and does not receive any soft-dollar benefits. Brokerage for Client Referrals OSAM does not consider when selecting or recommending broker-dealers, whether OSAM or a related person receives client referrals from a broker-dealer or third party. Brokerage Arrangements A custodian may require that the option trading be directed to their affiliated Broker Dealer or alternatively may not accept CMTA option delivery for transactions traded away to be settled with them (CMTA, or a Clearing Member Trading Agreement, is an agreement between different brokers to allow and settle trades from all involved brokers through one single broker). In such cases, the terms of the financial agreement between the Client and their Custodian including, but not limited to, the levels of commission rates, fees, interest rates and other miscellaneous fees may be less favorable than those offered to other clients of OSAM , other clients of the custodian and those offered and/or available by broker-dealers other than the custodian; and OSAM will not be able to seek best execution on behalf of the Client’s account as brokers other than the custodian may offer more favorable terms. OSAM’s proprietary trading system aggregates orders for the same security and same execution channel for block trading. Upon execution of block trades, OSAM employs a pro-rata allocation methodology randomizing the order of all accounts within the block for each execution. Orders are generally expected to be routed electronically to executing brokers or sponsor firms at approximately the same time. The situation may exist that multiple blocks of the same security are staged at the same time for execution and not all of the brokers or sponsor firms represented in the specific blocks participate in electronic order transmissions. OSAM makes an effort to, and typically does, automate and integrate into our proprietary system order transmission to those brokers or sponsors requiring an alternative form of communication (system uploads data files to proprietary websites, system generates data files and generates emails to transmit orders, etc.). These transmissions occur at approximately the same time electronic orders are transmitted. 165  While currently not the case and not expected to occur, were we unable to automate order transmission with a broker or sponsor firm, in an effort to be fair and equitable OSAM would implement an order transmission rotation among the brokers and sponsor firms participating in electronic connectivity and those requiring an alternative, manual form of communication (phone orders, fax, etc.). The objective of the order transmission rotation would be to prevent any single execution channel’s accounts from consistently being traded first or last within the rotation. Brokerage In accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, OSAM may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if OSAM determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the client’s account or OSAM’s overall responsibilities to OSAM’s discretionary accounts. To the extent consistent with applicable law, OSAM may aggregate or “bunch” orders for the sale or purchase of portfolio securities in a client’s account with other accounts managed by OSAM. With respect to the allocation of trades, OSAM shall not favor any account over any other and purchase or sale orders executed contemporaneously shall be allocated in a manner OSAM deems equitable among the accounts involved. In some cases, prevailing trading activity may cause OSAM to receive various execution prices on the entire volume of any security sold for the accounts of its clients. In such cases, OSAM may, but shall not be obligated to, average the various prices and charge or credit a client’s account with the average price, even though the effect of this aggregation of price may sometimes work to the disadvantage of a client’s account. OSAM will not effect or place an order for any transaction for a client which OSAM believes would violate any applicable state or federal law, rule, or regulation, or of the regulations of any regulatory or self-regulatory body to which OSAM or any of its affiliates is subject to at the time of the proposed transaction. F. Error Policies Each of FTPPG, Western Asset, FAV, and OSAM maintains an Error Policy aimed at ensuring the prompt detection, reporting and correction of errors affecting the accounts of FTPPG clients for which they have portfolio implementation and trade placement responsibility. Under the policies, the correction method used for an error must put the client in the same position the client would have been in had the error not occurred (i.e., the client must be made whole for any error-related losses and costs suffered). If an error involves multiple security positions, FTPPG, FAV, Western Asset, or OSAM, as applicable, may calculate the net loss caused by the error (if any) by aggregating such positions (for a client account) and offsetting any gains that resulted from the error against the gross losses that resulted from the error. Each of FTPPG and its Subadvisers also maintains an error policy aimed at ensuring the prompt detection, reporting and corrections of errors relating to failures to communicate, undue delays in communicating or errors in communicating a Subadviser model change to another firm that has portfolio implementation responsibility for client accounts. FTPPG and the Subadvisers, like other investment managers and investment advisers, have a conflict of interest in connection with the identification and resolution of trade errors, operational errors and other errors. Specifically, each of FTPPG and the Subadvisers, as a party who may bear some or all of the financial responsibility to correct an error, has an incentive to determine that an error did not occur or, if one has occurred, to resolve it in a manner that minimizes the financial impact on it. However, each of FTPPG and the Subadvisers endeavors to make determinations concerning errors in good faith and in accordance with applicable legal standards. In addition, such determinations typically are made in consultation with appropriate compliance personnel. FTPPG’s and the Subadvisers’ Error Policies generally apply only to the extent that FTPPG or a Subadviser, as applicable, has control of resolving errors for client accounts. For many investment programs, the Sponsor Firm may have control over the resolution of errors of participating investment managers. 166  Item 13 REVIEW OF ACCOUNTS FTPPG and the Subadvisers review client accounts in FTPPG-Implemented Programs as described below. Also, Sections B through G below describe how the Subadvisers review the investment strategies they provide for client accounts. FTPPG and the Subadvisers do not have implementation responsibility in Discretionary Model Programs and Non-Discretionary Model Programs and therefore generally do not review client accounts in these Programs. Sponsor Firms typically prepare and send regular account statements to clients in Sponsor Firm investment programs. FTPPG and the Subadvisers typically do not send regular account reports to such clients, but may agree to provide certain account information to one or more Custom Portfolios/Private Client Management clients upon request. A. FTPPG FTPPG maintains an Implementation Team consisting of Portfolio Associates. The Implementation Team’s responsibilities include implementing Subadviser investment instructions for client accounts in FTPPG-Implemented Programs. The Implementation Team uses a portfolio modeling application to review client accounts in such programs each business day against certain parameters designed to detect client account investments that may be significantly at variance from the selected investment management portfolios. The Implementation Team also uses this application to review client accounts in connection with FTPPG’s implementation of Subadviser-instructed trading activity (e.g., purchase or sale instructions) and FTPPG’s accommodation of client-directed activity (e.g., account withdrawals and contributions). Client or Sponsor Firm inquiries may cause FTPPG to conduct additional reviews of client accounts in FTPPG-Implemented Programs. B. ClearBridge The ClearBridge portfolio management teams responsible for providing investment management portfolios for client accounts review the portfolios they provide on an ongoing basis as part of their investment management process. This process is grounded in fundamental research and involves close monitoring of all securities that ClearBridge includes in these portfolios, as well as review of prospective investments by ClearBridge’s portfolio management teams and research team. In evaluating the portfolios, ClearBridge’s portfolio management teams may utilize attribution and sector allocation analysis, and may also review other pertinent investment and portfolio construction characteristics. ClearBridge’s Investment Risk Management group and ClearBridge’s Risk Management Committee meet on a quarterly basis to review investment strategies, including the investment strategies represented by the ClearBridge investment management portfolios described in Item 8 of this brochure. These strategy reviews focus on identifying and managing investment risk by evaluating risk factors associated with each strategy. The Risk Management Committee consists of ClearBridge’s Chief Executive Officer, Chief Investment Officer, Chief Investment Officer Emeritus and the Head of Investment Risk Management and the Global Head of Compliance and Enterprise Risk. In addition, on a daily basis, ClearBridge portfolio managers review Custom Portfolios/Private Client Management accounts they manage and any other FTPPG client accounts for which ClearBridge has implementation responsibility. These reviews generally focus on accounts’ performance relative to applicable benchmarks and the continued investment appropriateness of the account’s composition, in light of factors such as the investment management portfolio selected and market conditions. C. CIML The CIML portfolio management team responsible for providing model portfolios for managed account programs review the portfolios it provides on an ongoing basis as part of their investment management process. This process is grounded in fundamental research and involves close monitoring of all securities that CIML includes in these portfolios. 167  D. CINA On a daily basis, CINA portfolio managers review client accounts and approve the securities trades they initiate for client accounts. These reviews generally focus on accounts’ performance relative to applicable benchmarks and the continued investment appropriateness of the account’s composition, in light of factors such as the strategy selected and market conditions. Portfolio managers also utilize performance attribution analysis to help understand the sources of alpha (i.e., sector and stock selection components) for their investment strategies relative to applicable benchmarks and to assess portfolio diversification. The investment management teams meet at least weekly to review portfolio strategy and to add or delete companies from the list of approved securities. CINA is also subject to oversight by ClearBridge’s Risk Management Committee that meets no less frequently than quarterly to review investment strategy performance, performance attribution, tracking error and other key performance-related matters. These strategy reviews focus on identifying and managing investment risk by evaluating risk factors associated with each strategy. The Risk Management Committee consists of ClearBridge’s Chief Executive Officer, Chief Investment Officer, the Chief Investment Officer Emeritus, the Head of Investment Risk Management and the Global Head of Compliance and Enterprise Risk. The Risk Management Committee receives reports from the two Risk Management teams on a daily (counterparty, leverage, derivatives, etc.), weekly (credit instruments, top holdings, watch list, sector concentration, etc.), monthly (Northfield Risk Model results) and quarterly (risk profile analysis for each strategy) basis. The Compliance Department performs a daily review of accounts to ensure consistency with regulatory and guideline restrictions. In addition, Compliance performs a daily trade blotter review to ensure that investment opportunities are equitably allocated and that clients that participated in aggregated trades receive appropriate allocations. CINA’s Distribution and Client Services Departments provide value-added service to clients through frequent client meetings and discussions, prompt dissemination of pertinent organizational and portfolio information, and timely responses to client-requested deliverables. As part of a client’s relationship with CINA, the client may receive quarterly statements describing performance of the client’s account in absolute terms and relative to the client’s benchmark, as well as a breakdown of the account’s current structure with changes during the period outlined. Monthly statements are also available. To meet specific needs, the Distribution and Client Services Department also can produce customized monthly or quarterly reports containing in-depth performance data and metrics. Institutional clients are normally provided reports by their custodian not less frequently than quarterly, including (1) a portfolio schedule, (2) transaction report, (3) performance evaluation, and (4) summary portfolio statistics. Clients who access CINA’s products through financial institutions will generally receive quarterly reports from those sponsors. For those who also request reports from CINA, we urge them to carefully compare our reports with those of the clients’ custodians. E. The Franklin Investment Advisers (FAV, FMA, FTILLC, FTIML, FTIC, TAML, TAGL, AND TICLLC) The following disclosure applies to each of The Franklin Investment Advisers. The Franklin Investment Advisers manage investment portfolios for each of their clients. Generally, the portfolios under Franklin Investment Adviser’s management are reviewed by one or more portfolio managers who are responsible to their respective Chief Investment Officer (or other, similar senior investment professional), either directly or indirectly. Such review may be made with respect to a Franklin Investment Adviser’s clients’ investment objectives and policies, limitations on the types of instruments in which each of its clients may invest and concentration of investments in particular industries or types of issues. There is no general rule regarding the number of Franklin Adviser Accounts assigned to a portfolio manager. The frequency, depth, and nature of Franklin Adviser Account reviews are often determined by negotiation with individual clients pursuant to the terms of each client’s investment management agreement or by the mandate selected by the client and the particular needs of each client. Written reports of portfolio breakdown, transactions and performance are typically provided to clients no less frequently than quarterly. Additional trade reports may be available upon request. 168  F. OSAM On a daily basis, the Portfolio Managers are provided with a beginning of day email that validates all client positions have been reconciled with the custodian. The Portfolio Managers utilize OSAM’s proprietary software to provide real time risk management through systematic controls for monitoring and oversight of client holdings. The system specifies position limits, maturity allocations and parameters that set targets for opening and closing positions. Management continuously monitors the underlying securities in client accounts. Similarly, the administrative, evaluation, and security selection/portfolio services will receive daily monitoring. G. Putnam Putnam’s portfolio managers generally review client portfolios daily with the assistance of portfolio associates/trading assistants who review and coordinate portfolio trading. These investment professionals use computer analyses which are prepared daily to monitor portfolio composition. Any material issues identified during the portfolio review are addressed by the portfolio manager and escalated to their group head or Chief Investment Officer, as appropriate. The number of accounts that each portfolio manager is responsible for varies from portfolio manager to portfolio manager. For most accounts, analysis of portfolio risk and attribution is also run daily. In addition, the Franklin Resources Compliance Department tests each portfolio daily for compliance with various investment guidelines and restrictions through its automated system or, in cases where rules cannot be automated, through frequent manual processes. H. Royce & Associates, LP One or more of Royce’s senior investment staff reviews the investment performance and composition of Royce client accounts on a monthly or more frequent basis. Christopher D. Clark serves as Chief Executive Officer, President, and Co- Chief Investment Officer, and Francis D. Gannon serves as Co-Chief Investment Officer and Managing Director, of Royce. Each is responsible for supervising Royce’s investment management activities and participates in these reviews. Royce’s investment staff for FTPPG client accounts for which it services as subadviser to FTPPG includes the following portfolio managers and assistant portfolio managers: Steven G. McBoyle, Lauren A. Romeo, Andrew S. Palen, Miles Lewis, Joseph Hintz, Jag Sriram, Brendan J. Hartman, James J. Harvey, James P. Stoeffel, Kavitha Venkatraman, George Necakov, Michael Connors, and Jame A. “Chip” Skinner III. I. Western Asset Investment Reviews. Overseeing each assigned account is a core investment matter. On a daily basis, members of every account (including account portions) assigned portfolio management team are responsible for this oversight, subject to the overall supervision of the account’s portfolio manager. As part of this process, Western Asset Risk Management Team produces a series of standard reports at various intervals. These reports focus on account structure and risk relative to the account’s benchmark, as well as any updates to the structure of the investment management portfolio that has been selected for the account. Members of Western Asset’s investment and risk management teams, including portfolio managers, review these reports and use them to help ensure that client accounts are structured properly in accordance with Western Asset’s expectations. Western Asset’s investment teams review client accounts they manage at regular investment meetings. In connection with these meetings, the team responsible for each Western Asset investment management portfolio, along with Western Asset portfolio analysts and local senior investment officers, review groups of accounts for which clients have selected that portfolio. The portfolio analysts provide a series of comprehensive reports that list common portfolio and risk characteristics, as well as individual account performance metrics. These insights serve as the foundation for aligning all accounts within the group with the current strategy for the applicable portfolio and any client-specific guidelines. 169  Risk Management Reviews. Western Asset has a dedicated Risk Management and Quantitative Solutions (RMQS) Team with a separate reporting structure from Western Asset’s Investment Management teams. The RMQS team conducts daily, biweekly and monthly reviews of portfolios and accounts, and provides analysis and reports that are used by Western Asset to monitor portfolios and accounts. Portfolio Compliance Reviews. Western Asset maintains a Portfolio Compliance group as part of its Legal and Compliance Department. For accounts Western Asset manages, Western Asset compliance officers who are part of this group monitor compliance with any applicable client-imposed restrictions or guidelines on a daily basis. These compliance officers alert the investment teams to restriction or guideline violations so they can bring the accounts back into compliance. Reporting. Account strategy reports are provided to advisors and their clients providing the ability to track activity and see/confirm that the implementation is consistent with expected behavior and align that with outcomes. 170  Item 14 CLIENT REFERRALS AND OTHER COMPENSATION FTPPG, the Subadvisers and their affiliates may make payments for marketing, promotional and related expenses to Sponsor Firms that may recommend FTPPG/Subadviser investment management portfolios. They also may provide Sponsor Firms and Sponsor Firm personnel, including Sponsor Firm representatives, with related benefits, including: training meetings, including related travel, lodging and meals; • • access to technology and other tools and support services that facilitate the marketing and promotion of FTPPG/Subadviser-affiliated investment management portfolios and other FTPPG/Subadviser-affiliated investment products and services; certain client/prospect meeting materials and expenses; and • low-value gifts and promotional items. • These payments and benefits could give Sponsor Firms and their personnel, including Sponsor Firm representatives, incentives to favor FTPPG/Subadviser-affiliated investment management portfolios and other FTPPG/Subadviser-affiliated investment products and services over those of firms that do not provide the same payments, items and benefits. If FTPPG, the Subadvisers or any of their affiliates make such payments or provide such benefits, they will do so in compliance with applicable laws and internal policies aimed at preventing the compromising of advice and recommendations given to clients. Also, effective in January 2022, FTPPG and its Subadvisers began making payments to a Sponsor Firm in order to obtain certain data, analytics and other information that FTPPG and its affiliates may use for internal business purposes. Such payments will be made by FTPPG and the Subadvisers out of their profits and other available sources, including profits from their relationships with the Sponsor Firm. The total amount of these payments could be viewed as substantial and could exceed the costs and expenses incurred by the Sponsor Firm in collecting and preparing the data, analytics and information that will be provided to FTPPG and its affiliates on an on-going basis. As such, these payments could be construed as “revenue sharing payments.” Revenue sharing payments may create an incentive for the Sponsor Firm or its employees or associated persons to recommend or sell FTPPG’s and the Subadvisers’ investment advisory services to their clients. A client interested in learning more about such revenue sharing payments should reach out to the client’s Sponsor Firm and/or the client’s financial advisor. Revenue sharing payments may also benefit FTPPG and the Subadvisers to the extent the payments could result in more assets being invested in FTPPG’s and the Subadvisers’ investment strategies on which management fees are being charged. Moreover, effective as of September 1, 2024, FAV entered into an agreement with Envestnet Asset Management, Inc. (“Envestnet”), under which Envestnet provides technology, research and marketing services, as well as opportunities to develop co-managed products and services through Envestnet’s wealth management and technology platforms (the “Premier Partnership Program”). The Premier Partnership Program includes FTPPG and its Subadvisers (collectively, “FT Participants”) and an additional affiliate, as well as, pursuant to separately established arrangements with Envestnet, a limited number of other unaffiliated investment managers (“Third-Party Participants”). Each of the FT Participants and Third-Party Participants is referred to as “Premier Partner.” The Premier Partnership Program offers participants various subscription services, waived fees, support features and sales data, as well as marketing of certain investment advisory services provided by the Premier Partners to Sponsor Firms and other financial institutions and advisory firms that are utilizing Envestnet’s platforms to provide services to their respective clients, for which Envestnet is compensated by the Premier Partners. Depending on the fees negotiated by Envestnet with each Premier Partner, the compensation paid by each Premier Partner to Envestnet for participation in the Premier Partnership Program, as described in Envestnet’s ADV Part 2A Brochure, is a combination of (i) a base annual fee of up to $4.5 million, in addition to either (ii) a fee of up to 5 basis points of the assets in the Premier Partnership Program, or a tiered flat fee of up to $2 million for every $4 billion in assets in the Premier 171  Partnership Program or $1 million for every $2 billion in assets in the Premier Partnership Program. The structure of the compensation paid by FT Participants to Envestnet includes a base annual fee within the foregoing described range, as well as multiple tiered flat fees comprised of both described types within the described respective ranges. The compensation paid by FTPPG and/or Subadvisers to Envestnet under the Premier Partnership Program creates an incentive for Envestnet to treat FTPPG/Subadvisers more favorably than other asset managers whose strategies are available on the Envestnet platforms that are not participating in the Premier Partnership Program and to avoid providing advice or otherwise refrain from taking actions not advantageous to FTPPG/Subadvisers and their investment strategies. In particular, it generates an incentive for Envestnet to treat the Premier Partners more favorably in Envestnet’s research evaluations of these investment managers as compared to other investment managers available on the Envestnet platforms. These payments also create an incentive for Envestnet to recommend to Sponsor Firms and other financial institutions and advisory firms FTPPG’s/Subadvisers’ investment strategies and services as a component of Envestnet’s proprietary portfolios and custom solutions services over those of the other asset managers that are utilizing Envestnet’s platforms but are not participating in the Premier Partnership Program. In addition, the compensation paid to Envestnet by FTPPG/Subadvisers under the Premier Partnership Program may financially benefit FTPPG and/or Subadvisers to the extent the payments result in more assets being invested in their investment strategies on which management fees are being charged. FTPPG/Subadvisers will conduct their activities related to Premier Partnership Program in compliance with applicable regulations. 172  Item 15 CUSTODY Neither FTPPG nor any of the Subadvisers maintains physical custody of client assets in Sponsor Firm investment programs. Instead, a broker-dealer, bank or other financial firm selected by the client (e.g., the client’s Sponsor Firm) typically maintains physical custody of client account assets. In the case of a client account in a Dual-Contract Program, FTPPG may be deemed under SEC rules to have custody of client assets if FTPPG has the ability, pursuant to client authorization, to deduct client fees directly from the client’s account by directly invoicing the account’s custodian. FTPPG or a Subadviser may also be deemed to have custody of client assets if its affiliate has or is deemed to have custody, which may happen to the extent a client retains FTCI to act as its custodian, as described in Item 10. Clients typically will receive account statements from the firm that maintains physical custody of their accounts. Clients should carefully review these account statements. In addition, if FTPPG or a Subadviser agrees to provide account information, including any type of account statement, to a Custom Portfolios/Private Client Management client as described in Item 13 of this brochure, the client should compare such account information with the account statement the client receives from the custodian of the account. 173  Item 16 INVESTMENT DISCRETION In Discretionary Model Programs and FTPPG-Implemented Programs, FTPPG and the Subadvisers possess the authority to determine which securities are purchased, held and sold for client accounts, subject to the investment management portfolio the client has selected – i.e., investment discretion. This authority includes the authority to determine the timing and amount of investments and transactions. In Discretionary Model Programs, FTPPG enters into an agreement with the Sponsor Firm that obligates the Sponsor Firm to implement, or cause its designee to implement, Subadviser investment decisions for client accounts, subject to any client- imposed restrictions or other client directions accepted by the Sponsor Firm or its designee. In FTPPG-Implemented Programs, FTPPG’s discretionary authority over client accounts includes the authority to implement Subadviser investment decisions for client accounts, subject to any client-imposed restrictions or other client directions FTPPG or the Subadviser accepts. This authority typically is derived from a power of attorney contained in the agreement with the Sponsor Firm in the case of a Single-Contract Program or in the agreement with the client in the case of a Dual- Contract Program. As described in Section K of Item 4 of this brochure, clients in FTPPG-Implemented Programs: 1. may impose restrictions on investments in specific securities (e.g., stock of Company ABC) or on investments in certain categories of securities (e.g., tobacco company stocks); and 2. may be able to direct sales of securities and temporary investment in ETFs. In FTPPG-Implemented Programs, FTPPG or the applicable Subadviser accepts a proposed client account for management in accordance with a selected investment management portfolio before managing the client’s account. If the client enters into an investment management agreement directly with FTPPG, FTPPG countersigns the client’s signed investment management agreement and typically mails the fully-signed document to the client. For all Sponsor Firm investment programs, neither FTPPG nor any Subadviser renders any legal advice or has authority to take action on behalf of clients with respect to legal proceedings, including bankruptcies and shareholder litigation, to which any securities or securities issuers become subject. Accordingly, neither FTPPG nor any Subadviser will initiate or pursue legal proceedings, including without limitation shareholder litigation, for clients in such programs. 174  Item 17 VOTING CLIENT SECURITIES FTPPG and the Subadvisers, other than OSAM, generally will accept authority to vote proxies, or issue proxy voting instructions, for securities held in client accounts in FTPPG-Implemented Programs and Discretionary Model Programs. Summaries of the proxy voting practices of FTPPG and the Subadvisers appear below in Sections A-H. Although FTPPG and the Subadvisers have no responsibility for the distribution of proxies or related solicitation material, FTPPG expects that clients who do not delegate proxy voting authority generally will receive proxies and other related solicitation materials for securities in their accounts. FTPPG and the Subadvisers generally do not provide advice to such clients on proxy solicitations. A. FTPPG FTPPG does not exercise discretion in determining how to vote proxies for securities held in client accounts. Where a client or Sponsor Firm authorizes FTPPG to vote proxies or issue proxy voting instructions for securities held in client accounts, FTPPG does so based on proxy voting instructions provided by the applicable Subadviser. However, if a multi-style account in a FTPPG-Implemented Program holds a security based on investment instructions from more than one Subadviser and the proxy voting instructions of the Subadvisers differ for the security, FTPPG will follow the instructions of the Subadviser responsible for the largest portion of the account’s entire position in the security (and will disregard the differing instructions of each other Subadviser). A client may request: (i) a copy of FTPPG’s Proxy Voting Policies and Procedures; and/or (ii) information concerning how FTPPG, as instructed by the applicable Subadviser, voted proxies for securities held in the client’s account. Clients may obtain this information by sending a written request to: Franklin Templeton Private Portfolio Group, LLC One Madison Avenue New York, NY 10010 Attention: FTPPG Business Development B. ClearBridge ClearBridge is subject to the Proxy Voting Policies and Procedures it has adopted to seek to ensure that it votes proxies and issues proxy voting instructions in the best interests of client accounts. The following is a brief overview of the policies. In making proxy voting decisions, ClearBridge is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of client accounts. ClearBridge attempts to consider all factors that could affect the value of the investment and votes proxies in the manner that it believes is consistent with efforts to maximize shareholder value. ClearBridge may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, any such recommendations do not relieve ClearBridge of responsibility for the proxy vote. In the case of a proxy issue for which the policies state a particular position, ClearBridge generally votes in accordance with the stated position. In the case of a proxy issue for which the policies set forth a list of factors to consider, ClearBridge considers those factors and votes on a case-by-case basis in accordance with the general principles set forth above. In the case of a proxy issue for which the policies do not have a stated position or list of factors to consider, ClearBridge votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which the policies state a particular 175  position or a list of factors to consider fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and director compensation, mergers and corporate restructuring, and social and environmental issues. The ClearBridge investment professionals responsible for a proxy vote, subject to their duty to act solely in the best interest of the client accounts whose shares are being voted, can always supersede the stated position on an issue set forth in the policies. Different ClearBridge investment teams may vote differently on the same issue. In addition, in the case of Taft-Hartley clients, ClearBridge will comply with a client direction to vote proxies in accordance with Institutional Shareholder Services’ (ISS) PVS Voting guidelines, which ISS represents to be consistent with AFL-CIO guidelines. In furtherance of ClearBridge’s goal to vote proxies in the best interest of clients, ClearBridge follows procedures designed to identify and address material conflicts that may arise between ClearBridge’s interests and those of clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, ClearBridge periodically notifies ClearBridge employees in writing that they must (i) be aware of the potential for conflicts of interest on the part of ClearBridge with respect to voting proxies for client accounts as a result of their personal relationships or ClearBridge’s business relationships or the personal or business relationships of other Franklin Resources units’ employees, and (ii) bring conflicts of interest of which they become aware to the attention of ClearBridge’s Chief Compliance Officer. ClearBridge also maintains and considers a list of significant ClearBridge relationships that could present a conflict of interest for ClearBridge in voting proxies. ClearBridge’s Proxy Committee reviews and addresses conflicts of interest. A proxy issue that will be voted in accordance with a stated ClearBridge position on such issue or in accordance with the recommendation of an independent third party is not brought to the Proxy Committee’s attention for a conflict of interest review because ClearBridge believes that to the extent a conflict of interest issue exists, voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party resolves the issue. With respect to a conflict of interest brought to its attention, the Proxy Committee first determines whether the conflict is material. The Proxy Committee considers a conflict of interest material if it determines that the conflict likely will influence, or appear to influence, ClearBridge’s decision-making in voting proxies. If the Proxy Committee determines that a conflict of interest is not material, ClearBridge may vote proxies notwithstanding the existence of the conflict. If the Proxy Committee determines that a conflict of interest is material, the Proxy Committee is responsible for determining an appropriate method to resolve the conflict before ClearBridge votes the affected proxy. The Proxy Committee makes such materiality determinations based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest. A client may request: 1. a copy of ClearBridge’s Proxy Voting Policies and Procedures; and/or 2. information concerning how ClearBridge voted proxies for securities held in the client’s account. Clients may obtain this information by sending a written request to: ClearBridge Investments, LLC One Madison Avenue New York, NY 10010 Attention: Client Services 176  C. CIML ClearBridge Investment Management Limited (CIML) is subject to the Proxy Voting Policies and Procedures ClearBridge has adopted to seek to ensure that it votes proxies and issues proxy voting instructions in the best interests of client accounts. The following is a brief overview of the policies. In making proxy voting decisions, ClearBridge is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of client accounts. ClearBridge attempts to consider all factors that could affect the value of the investment and votes proxies in the manner that it believes is consistent with efforts to maximize shareholder value. ClearBridge may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, any such recommendations do not relieve ClearBridge of responsibility for the proxy vote. In the case of a proxy issue for which the policies state a particular position, ClearBridge generally votes in accordance with the stated position. In the case of a proxy issue for which the policies set forth a list of factors to consider, ClearBridge considers those factors and votes on a case-by-case basis in accordance with the general principles set forth above. In the case of a proxy issue for which the policies do not have a stated position or list of factors to consider, ClearBridge votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which the policies state a particular position or a list of factors to consider fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and director compensation, mergers and corporate restructuring, and social and environmental issues. The ClearBridge investment professionals responsible for a proxy vote, subject to their duty to act solely in the best interest of the client accounts whose shares are being voted, can always supersede the stated position on an issue set forth in the policies. Different ClearBridge investment teams may vote differently on the same issue. In addition, in the case of Taft-Hartley clients, ClearBridge will comply with a client direction to vote proxies in accordance with Institutional Shareholder Services’ (ISS) PVS Voting guidelines, which ISS represents to be consistent with AFL-CIO guidelines. In furtherance of ClearBridge’s goal to vote proxies in the best interest of clients, ClearBridge follows procedures designed to identify and address material conflicts that may arise between ClearBridge’s interests and those of clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, ClearBridge periodically notifies ClearBridge employees in writing that they must (i) be aware of the potential for conflicts of interest on the part of ClearBridge with respect to voting proxies for client accounts as a result of their personal relationships or ClearBridge’s business relationships or the personal or business relationships of other Franklin Resources units’ employees, and (ii) bring conflicts of interest of which they become aware to the attention of CIML’s or ClearBridge Investment, LLC’s Chief Compliance Officer. ClearBridge also maintains and considers a list of significant ClearBridge relationships that could present a conflict of interest for ClearBridge in voting proxies. ClearBridge’s Proxy Committee reviews and addresses conflicts of interest. A proxy issue that will be voted in accordance with a stated ClearBridge position on such issue or in accordance with the recommendation of an independent third party is not brought to the Proxy Committee’s attention for a conflict of interest review because ClearBridge believes that to the extent a conflict of interest issue exists, voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party resolves the issue. With respect to a conflict of interest brought to its attention, the Proxy Committee first determines whether the conflict is material. The Proxy Committee considers a conflict of interest material if it determines that the conflict likely will influence, or appear to influence, ClearBridge’s decision-making in voting proxies. If the Proxy Committee determines that a conflict of interest is not material, ClearBridge may vote proxies notwithstanding the existence of the conflict. If the Proxy Committee determines that a conflict of interest is material, the Proxy Committee is responsible for determining an appropriate method to resolve the conflict before ClearBridge votes the affected proxy. The Proxy Committee makes such materiality determinations based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest. 177  A client may request: (i) a copy of ClearBridge’s Proxy Voting Policies and Procedures; and/or (ii) information concerning how ClearBridge voted proxies for securities held in the client’s account. For client accounts where CIML is authorized to vote proxies, clients can request copies of their proxy voting records by mailing a written request to: ClearBridge Investment Management Limited 5 Morrison Street, 2nd floor Edinburgh, EH3 8BH There are some client accounts for which CIML is not authorized to vote proxies or to give consent in connection with corporate actions. Such clients should arrange to receive proxy solicitation materials directly from their account custodians or transfer agents. In some circumstances, upon request, CIML may be able to provide proxy solicitation materials directly to such clients. D. CINA CINA has adopted Proxy Voting Policies and Procedures that to seek to ensure that it votes proxies in the best interest of client accounts. The following is a brief overview of the policies. CINA votes proxies for each client account with respect to which it has been authorized or is required by law to vote proxies. In voting proxies, CINA is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of the beneficial owners of the accounts it manages. CINA attempts to consider all factors that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. CINA may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, such recommendations do not relieve CINA of its responsibility for the proxy vote. In the case of a proxy issue for which there is a stated position in the policies, CINA generally votes in accordance with such stated position. In the case of a proxy issue for which there is a list of factors set forth in the policies that CINA considers in voting on such issue, CINA considers those factors and votes on a case-by-case basis in accordance with the general principles set forth above. In the case of a proxy issue for which there is no stated position or list of factors that ClearBridge considers in voting on such issue, CINA votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which there is a stated position set forth in the policies or for which there is a list of factors set forth in the policies that CINA considers in voting on such issues fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and director compensation, mergers and corporate restructuring, and social and environmental issues. The stated position on an issue set forth in the policies can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account whose shares are being voted. In furtherance of CINA’s goal to vote proxies in the best interest of clients, CINA follows procedures designed to identify and address material conflicts that may arise between CINA’s interests and those of its clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, CINA periodically notifies CIL employees in writing that they are under an obligation (i) to be aware of the potential for conflicts of interest on the part of CINA with respect to voting proxies on behalf of client accounts both as a result of their personal relationships or CINA’s business relationships or the personal or business relationships of other Franklin Templeton units’ employees, and (ii) to bring conflicts of interest of which they become aware to the attention of CINA’s Head of Legal, Risk & Compliance. CINA also maintains and considers a list of significant CINA relationships that could present a conflict of interest for CINA in voting proxies. 178  ClearBridge’s Proxy Committee reviews and addresses conflicts of interest. A proxy issue that will be voted in accordance with a stated CINA position on such issue or in accordance with the recommendation of an independent third party is not brought to the attention of the Proxy Committee for a conflict of interest review because CINA’s position is that to the extent a conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party. With respect to a conflict of interest brought to its attention, the Proxy Committee first determines whether such conflict of interest is material. A conflict of interest is considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, CINA’s decision-making in voting proxies. If it is determined by the Proxy Committee that a conflict of interest is not material, CINA may vote proxies notwithstanding the existence of the conflict. If it is determined by the Proxy Committee that a conflict of interest is material, the Proxy Committee is responsible for determining an appropriate method to resolve such conflict of interest before the proxy affected by the conflict of interest is voted. Such determination is based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest. You may request: (i) a copy of CINA’s Proxy Voting Policies and Procedures; and/or (ii) information concerning how CINA voted proxies with respect to the securities held in your account. Such request may be made by sending a written request to the address set out below: ClearBridge Investments (North America) Pty Limited Level 13, 35 Clarence St SYDNEY NSW 2000 Attn: Client Services Except as may be otherwise agreed to in writing with a particular client, CINA does not render any advice to or take any actions on behalf of clients with respect to any legal proceedings, including bankruptcies and shareholder litigation, to which any securities or other investments held in client accounts, or the issuers thereof, become subject, and does not initiate or pursue legal proceedings, including without limitation shareholder litigation, on behalf of clients with respect to transactions, securities or other investments held in client accounts, or the issuers thereof. Except as may be otherwise agreed to in writing with a particular client, the right to take any actions with respect to any legal proceedings, including without limitation bankruptcies and shareholder litigation, and the right to initiate or pursue any legal proceedings, including without limitation shareholder litigation, with respect to transactions, securities or other investments held in a client account is expressly reserved to the client. E. The Franklin Investment Advisers (FAV, FMA, FTILLC, FTIML, FTIC, TAML, TGAL and TICLLC) The following disclosure applies to each of The Franklin Investment Advisers. The Franklin Investment Advisers have delegated their administrative duties with respect to voting proxies for client equity securities to the proxy group within Franklin Templeton Companies, LLC (the “Proxy Group”), an affiliate and wholly-owned subsidiary of Franklin Resources. All proxies received by the Proxy Group will be voted based upon the Franklin Investment Advisers’ instructions and/or policies. To assist it in analyzing proxies, the Franklin Investment Advisers subscribe to one or more unaffiliated third-party corporate governance research services that provide in-depth analyses of shareholder meeting agendas, vote recommendations, recordkeeping and vote disclosure services (each a “Proxy Service”). Although Proxy Service analyses are thoroughly reviewed and considered in making a final voting decision, the Franklin Investment Advisers do not consider recommendations from a Proxy Service or any other third party to be determinative of a Franklin Investment Adviser’s 179  ultimate decision (except as otherwise discussed in a Franklin Investment Adviser’s brochure). Rather, the Franklin Investment Advisers exercise their independent judgment in making voting decisions. The Franklin Investment Advisers vote proxies solely in the best interests of the client, the Fund investors or, where employee benefit plan assets subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) are involved, in the best interests of plan participants and beneficiaries (collectively, “Advisory Clients”) unless (i) the power to vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed a Franklin Investment Adviser or (ii) the documents otherwise expressly prohibit a Franklin Investment Adviser from voting proxies. As a matter of policy, the officers, directors and Access Persons of the Franklin Investment Advisers and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients. The Franklin Investment Advisers are affiliates of a large, diverse financial services firm with many affiliates and each Franklin Investment Adviser makes its best efforts to mitigate conflicts of interest. However, conflicts of interest can arise in a variety of situations, including where a Franklin Investment Adviser has a material business relationship with an issuer or a proponent, a direct or indirect pecuniary interest in an issuer or a proponent, or a significant personal or family relationship with an issuer or proponent. However, as a general matter, the Franklin Investment Advisers take the position that relationships between certain affiliates that do not use the “Franklin Templeton” name (“Independent Affiliates”) and an issuer (e.g., an investment management relationship between an issuer and an Independent Affiliate) do not present a conflict of interest for a Franklin Investment Adviser in voting proxies with respect to such issuer because: (i) the Franklin Investment Advisers operate as an independent business unit from the Independent Affiliate business units, and (ii) informational barriers exist between the Franklin Investment Advisers and the Independent Affiliate business units. Material conflicts of interest are identified by the Proxy Group based upon analyses of various sources. The Proxy Group gathers and analyzes this information on a best efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties. In situations where a material conflict of interest is identified, the decision on how to resolve the conflict will be made in accordance with the Proxy Group’s conflict of interest procedures, and the Proxy Group will, under certain circumstances, vote consistently with the voting recommendation of a Proxy Service or send the proxy directly to the relevant Advisory Clients with the Franklin Investment Adviser’s voting recommendation. The Franklin Investment Advisers will inform clients that have not delegated voting responsibility to the Franklin Investment Advisers, but that have requested voting advice, about the Franklin Investment Adviser’s views on such proxy votes. In certain SMA Programs, typically where the Sponsor has not elected for the applicable Franklin Investment Adviser to do so or where the applicable Franklin Investment Adviser only provides non-discretionary management services to the SMA Program, the relevant Franklin Investment Adviser will not be delegated the responsibility to vote proxies held by the SMA Program accounts. Instead, the SMA Program Sponsor or another service provider will generally vote these proxies. Clients in SMA Programs should contact the SMA Program Sponsor for a copy of the SMA Program Sponsor’s proxy voting policies. Each issue is considered on its own merits, and the Franklin Investment Advisers will not support the position of the company’s management in any situation where they deem that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares. Certain of the Franklin Investment Advisers’ separate accounts or funds (or a portion thereof) are included under FTIS, a separate investment group within Franklin Templeton, and employ a quantitative strategy. For such accounts, FTIS’s proprietary methodologies rely on a combination of quantitative, qualitative, and behavioral analysis rather than fundamental security research and analyst coverage that an actively managed portfolio would ordinarily employ. Accordingly, absent client direction, in light of the high number of positions held by such Franklin Adviser Accounts and the considerable time and effort that would be required to review proxy statements and ISS or Glass Lewis recommendations, 180  the Franklin Investment Advisers may review ISS’ non-U.S. Benchmark guidelines, ISS’ specialty guidelines (in particular, ISS’ Sustainability guidelines), or Glass Lewis’ U.S. guidelines and determine, consistent with the best interest of their clients, to provide standing instructions to the Proxy Group to vote proxies according to the recommendations of ISS or Glass Lewis. Permitting the Franklin Investment Advisers of these accounts to defer their judgment for voting on a proxy to the recommendations of ISS or Glass Lewis may result in a proxy related to the securities of a particular issuer held by an account being voted differently from the same proxy that is voted on by other funds managed by other Franklin Investment Advisers. The Proxy Group is part of the Franklin Templeton Companies, LLC Corporate Legal Department and is overseen by legal counsel. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst(s) that follows the security and will provide the analyst(s) with the agenda, Proxy Service analyses, recommendations and any other information provided to the Proxy Group. Except in situations identified as presenting material conflicts of interest or as otherwise discussed in a Franklin Investment Adviser’s brochure (if applicable), the Franklin Investment Advisers’ research analyst(s) and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, Proxy Service analyses, proxy statements, their knowledge of the company and any other information publicly available. In the case of a material conflict of interest, the final voting decision will be made in accordance with the conflict procedures, as described above. Except in cases where the Proxy Group is voting consistently with the voting recommendations of an independent third-party service provider, the Proxy Group must obtain voting instructions from the Franklin Investment Advisers’ research analyst(s), relevant portfolio manager(s), legal counsel and/or an Advisory Client prior to submitting the vote. The Franklin Investment Advisers will attempt to process every proxy they receive for all U.S. and non-U.S. securities. However, there may be situations in which the Franklin Investment Advisers are unable to successfully vote a proxy, or in which the Franklin Investment Advisers choose to not vote a proxy, such as where: (i) a proxy ballot was not received from the custodian bank, (ii) a meeting notice was received too late, (iii) there are fees imposed upon the exercise of a vote and the Franklin Adviser Account’s Franklin Investment Adviser has determined that such fees outweigh the benefit of voting, (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if the Franklin Adviser Account’s Franklin Investment Adviser votes a proxy or where such Franklin Investment Adviser is prohibited from voting by applicable law, economic or other sanctions or other regulatory or market requirements, including, but not limited to, effective powers of attorney, (v) additional documentation or the disclosure of beneficial owner details is required, (vi) the Franklin Adviser Account’s Franklin Investment Adviser held shares on the record date but has sold them prior to the meeting date, (vii) the Franklin Adviser Account held shares on the record date, but the client closed the Franklin Adviser Account prior to the meeting date, (viii) proxy voting service is not offered by the custodian in the market, (ix) due to either system error or human error, the Franklin Adviser Account’s Franklin Investment Adviser’s intended vote is not correctly submitted, (x) the Account’s Franklin Investment Adviser believes it is not in the best interests of the Advisory Client to vote the proxy for any other reason not enumerated herein or (xi) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. Even if the Franklin Investment Advisers use reasonable efforts to vote a proxy on behalf of their Advisory Clients, such vote or proxy may be rejected because of (i) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions, (ii) changes in the process or agenda for the meeting by the issuer for which the Franklin Adviser Account’s Franklin Investment Adviser does not have sufficient notice, or (iii) the exercise by the issuer of its discretion to reject the vote of a Franklin Adviser Account’s Franklin Investment Adviser. In addition, despite the best efforts of the Proxy Group and its agents, there may be situations where the Franklin Investment Advisers’ votes are not received, or properly tabulated, by an issuer or the issuer’s agent. On behalf of one or more of the proprietary registered investment companies advised by the Franklin Investment Adviser or its affiliates, where a Franklin Investment Adviser or its affiliates (a) learn of a vote on an event that may materially affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes, the Franklin Investment Advisers will make efforts to recall any security on loan. The ability to timely recall shares is not entirely within the control of the Franklin Investment Adviser. Under certain circumstances, 181  the recall of shares in time for such shares to be voted may not be possible due to applicable proxy voting record dates or other administrative considerations. The Proxy Group is responsible for maintaining the documentation that supports the Franklin Investment Advisers voting decision. Such documentation typically includes, but is not limited to, any information provided by Proxy Services and, with respect to any issuer that presents a potential conflict of interest, any board or audit committee memoranda describing the position it has taken. The Proxy Group will, from time to time, use an outside service such as a Proxy Service to support this recordkeeping function. All records will be retained in either hard copy or electronically for at least five years, the first two of which will be on-site at the offices of Franklin Templeton Companies, LLC. Advisory Clients may view a Franklin Investment Adviser’s complete proxy voting policies and procedures online at www.franklintempleton.com, request copies of their proxy voting records and the Franklin Investment Advisers’ complete proxy voting policies and procedures by calling the Proxy Group at 1-954-527-7678 or send a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. F. OSAM As a matter of firm policy, OSAM does not vote proxies on behalf of clients. Clients would receive their proxies and other solicitations directly from their custodian or transfer agent and retain sole responsibility for voting. OSAM will neither advise nor act on behalf of clients in legal proceedings involving companies whose securities are held in client accounts, including, but not limited to, the filing of “Proofs of Claim” in class action settlements. OSAM clients can obtain a copy of our complete proxy voting policies and procedures by contacting OSAM administration directly. G. Putnam Many of Putnam’s investment management clients have delegated to Putnam the authority to vote proxies for shares held in the client accounts that Putnam manages. Putnam believes that the voting of proxies can be an important tool for institutional investors to promote best practices in corporate governance and votes all proxies in the best interests of its clients as investors. In Putnam’s view, strong corporate governance policies, most notably oversight of management by an independent board of qualified directors, best serve investors’ interests. Putnam will vote proxies and maintain records of voting of shares for which Putnam has proxy-voting authority in accordance with its fiduciary obligations and applicable law. Putnam’s voting policies are rooted in its views that (1) strong, independent corporate governance is important to long- term company financial performance, and (2) long-term investors’ active engagement with company management, including through the proxy voting process, strengthens issuer accountability and overall market discipline, potentially reducing risk and improving returns over time. Putnam’s voting program is offered as a part of its investment management services, at no incremental fee to Putnam, and, while there can be no guarantees, it is intended to offer potential investment benefits over a long-term horizon. Putnam’s voting policies are designed with investment considerations in mind, not as a means to pursue particular political, social, or other goals. As a result, Putnam may not support certain proposals whose costs to the issuer (including implementation costs, practicability, and other factors), in Putnam’s view, outweigh their investment merits. In order to implement these objectives, Putnam has adopted a set of procedures and guidelines which are summarized below. The guidelines and procedures cover all accounts for which Putnam has proxy voting authority. Certain other clients may from time to time elect to vote their own proxies by retaining the right to vote all proxies in the investment management agreement rather than giving Putnam authority to do so. 182  Procedures Putnam has appointed a Proxy Committee composed of senior investment and Sustainability Strategy professionals from the Putnam Equity group and from the Compliance Department. The Proxy Committee is responsible for setting general policy as to proxy voting. The Committee reviews procedures and the guidelines at least annually, approves any amendments considered to be advisable and considers special proxy issues as they may from time to time arise. The proxy guidelines and procedures are administered through a proxy voting team in the Sustainable Strategy group within the Putnam Equity group. The Proxy Voting Team: coordinates the Proxy Committee’s review of any new or unusual proxy issues, • • manages the process of referring issues to portfolio managers for voting instructions, • oversees the work of any third-party vendor hired to process proxy votes, coordinates responses to investment professionals’ questions on proxy issues and proxy policies, • • maintains required records of proxy votes on behalf of the appropriate Putnam client accounts, and • prepares and distributes reports required by Putnam clients. Putnam has engaged one or more unaffiliated third-party corporate governance research services that provide in-depth analyses of shareholder meeting agendas, vote recommendations, recordkeeping and vote disclosure services (“Proxy Service”) to process proxy votes for its client accounts. Although the Proxy Service may supply proxy related research to Putnam and may share with Putnam its recommendations for voting, The Proxy Service does not make any decisions on how to vote client proxies. Proxy Voting Guidelines Putnam maintains written voting guidelines (“Guidelines”) setting forth voting positions determined by the Proxy Committee on those issues believed most likely to arise day to day. The Guidelines may call for votes normally to be cast in favor of or opposed to a matter or may deem the matter an item to be referred to investment professionals on a case-by-case basis. The Guidelines are summarized below. In light of Putnam’s views on the importance of issuer governance and investor engagement, which it believes are applicable across our various strategies and clients, regardless of a specific portfolio’s investment objective, Putnam will normally vote all proxies in accordance with the Guidelines except in limited circumstances, such as when client securities are on loan under a securities lending arrangement. However, if the portfolio managers of client accounts holding the relevant stock believe that following the Guidelines in a specific case would not be in clients’ best interests, they may request that the Proxy Voting Team not follow the Guidelines in that case. The request must be in writing and include an explanation of the rationale for doing so. The Proxy Voting Team will review the request with the Proxy Committee or its Chair prior to implementing it. Some clients wish to have Putnam vote proxies under proxy guidelines which vary from the Guidelines or may wish to direct Putnam’s vote on a particular matter. There may be legal limits on a client’s ability to direct Putnam as to proxy voting and on Putnam’s ability to follow such instructions. Putnam may accept instructions to vote proxies under client specific guidelines subject to review and acceptance by the portfolio management team involved and the Legal and Compliance Division. Conflicts of Interest A potential conflict of interest may arise when voting proxies of an issuer which has a significant business relationship with Putnam. Putnam’s policy is to vote proxies based solely on the investment merits of the proposal and in the best interests of its clients. In order to guard against conflicts, Putnam has adopted a number of procedures designed to 183  ensure that the proxy voting process is insulated from these conflicts. For example, investment professionals do not report to Franklin Resources’ sales or marketing businesses. In addition, there are limits on the ability of Franklin Resources employees who are not Putnam investment professionals to contact portfolio managers voting proxies. Putnam investment professionals responding to referral requests must disclose any contacts with third parties other than normal contact with proxy solicitation firms and affirm that any potential personal conflicts of interest have been disclosed to the Compliance Department. In addition, the Proxy Voting Team reviews business relationships with companies that have voting items referred to any portfolio management team to consider any potential conflicts and, where appropriate, ensures that potential conflicts are documented and appropriately escalated. The Guidelines may only be overridden with the written recommendation of the relevant investment professionals and approval of the Proxy Committee or its Chair. H. Royce Royce has adopted written proxy voting policies and procedures for itself and client accounts for which Royce is responsible for voting proxies. Royce is generally granted proxy voting authority at the inception of its management of each client account. Proxy voting authority is generally either (i) specifically authorized in the applicable investment management agreement or other instrument; or (ii) where not specifically authorized, is granted to Royce where general investment discretion is given to Royce in the applicable investment management agreement. Although Royce does not have proxy voting authority in connection with its delivery of non-discretionary model portfolios to non-affiliated investment advisers or other financial service providers, it may, upon written request of such entities, provide its recommendations regarding voting or engagement in relation to portfolio securities held by an underlying account. In voting proxies, Royce is guided by general fiduciary principles. Royce’s goal is to act prudently, solely in the best interest of the beneficial owners of the accounts it manages. Royce attempts to consider all factors of its vote that could affect the value of the investment and will vote proxies in the manner it believes will be consistent with efforts to enhance and/or protect stockholder value. When a client has authorized Royce to vote proxies on its behalf, Royce will generally not accept instructions from the client regarding how to vote proxies. Royce’s personnel are responsible for monitoring receipt of all proxies and seeking to ensure that proxies are received for all securities for which Royce has proxy voting authority. Royce is not responsible for voting proxies it does not receive. Royce divides proxies into “regularly recurring” and “non-regularly recurring” matters. Examples of regularly recurring matters include non-contested elections of directors and non-contested approvals of independent auditors. Royce’s personnel are responsible for developing and maintaining a list of matters Royce treats as “regularly recurring” and for ensuring that instructions from a Royce Co-Chief Investment Officer are followed when voting those matters on behalf of Royce clients. Non-regularly recurring matters are all other proxy matters and are brought to the attention of the relevant portfolio manager(s) for the applicable account(s). After giving consideration to advisories provided by an independent third-party research firm with respect to such non-regularly recurring matters, the portfolio manager(s) directs that such matters be voted in a way that he or she believes should better protect or enhance the value of the investment. Certain Royce portfolio managers may provide instructions that they do not want regularly recurring matters to be voted in accordance with the standing instructions for their accounts and individual voting instructions on all matters, both regularly recurring and non- regularly recurring, will be obtained from such portfolio managers. Notwithstanding the above, all matters identified by an independent third-party research firm as being ESG proposals are brought to the attention of the portfolio manager(s) for the account(s) involved by Royce personnel. After giving consideration to the recommendation from the independent third-party research firm, the portfolio manager will direct that such matters be voted in a way he or she believes appropriately takes into account environmental and social issues alongside traditional financial measures to provide a more comprehensive view of the value, risk, and return potential of an investment. When Royce portfolio managers cast votes on ESG proposals, they take into account the risk that companies may face significant financial, legal, and reputational risks resulting from poor environmental and social practices, or negligent oversight of environmental or social issues. 184  Under certain circumstances, Royce may also vote against a proposal from the issuer's board of directors or management. These would include, among others, excessive compensation, unusual management stock options, preferential voting, and poison pills. Royce's portfolio managers decide these issues on a case-by-case basis. In addition, a Royce portfolio manager may, on occasion, decide to abstain from voting a proxy or a specific proxy item when such person concludes that the potential benefit of voting is outweighed by the cost or when it is not in the client's best interest to vote. From time to time, it is also possible that one Royce portfolio manager will decide: (i) to vote shares held in client accounts he or she manages differently from the vote of another Royce portfolio manager whose client accounts hold the same security or (ii) to abstain from voting on behalf of client accounts he or she manages when another Royce portfolio manager is casting votes on behalf of other Royce client accounts. There may be circumstances where Royce may not be able to vote proxies in a timely manner, including, but not limited to, (i) when certain securities that are out on loan are not recalled prior to the record date; (ii) when administrative or operational constraints impede Royce’s ability to cast a timely vote, such as late receipt of proxy voting information; and/or (iii) when systems, administrative or processing errors occur (including errors by Royce or third party vendors). To further Royce's goal to vote proxies in the best interests of its client, Royce follows specific procedures outlined in its proxy voting procedures to identify, assess, and address material conflicts that may arise between Royce's interests and those of its clients before voting proxies on behalf of such clients. In the event such a material conflict of interest is identified, the proxy will be voted by Royce in accordance with the recommendation given by an independent third-party research firm. In addition, certain securities that are held in portfolios that are managed using a quantitative strategy are voted by Royce in accordance with the recommendation given by an independent third-party research firm. A client may obtain a copy of Royce’s proxy voting procedures at http://www.royceinvest.com/ or by calling 212-508-4500. Additionally, a client may request information concerning how Royce voted proxies for securities held in the client’s account by calling 212-508-4500. Clients also may obtain this information by sending a written request to: Royce & Associates, LP One Madison Avenue New York, NY 10010 Attention: Client Service Group I. Western Asset As a fixed income only manager, the occasion to vote proxies is rare, for instance, when fixed income securities are converted into equity by their terms or in connection with a bankruptcy or corporate workout. However, Western Asset has adopted and implemented policies and procedures that they believe are reasonably designed to ensure that proxies are voted in the best interest of clients in accordance with their fiduciary duties and Rule 206(4)-6 under the Advisers Act. While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Western Asset’s contractual obligations to its clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Western Asset deems appropriate). In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Franklin Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients. 185  Once proxy materials are received by Corporate Actions, they are forwarded to the Portfolio Compliance Group for coordination and the following actions: a. Proxies are reviewed to determine accounts impacted. b. Impacted accounts are checked to confirm Western Asset voting authority. c. Where appropriate, a review is undertaken to identify the issues presented to determine any material conflicts of interest. d. If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client's proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party. e. The Portfolio Compliance Group provides proxy materials to the appropriate research analysts or portfolio managers to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in Western Asset's procedures. For the avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The research analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Portfolio Compliance Group. f. The Portfolio Compliance Group votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials. A full copy of the proxy policy and procedures is available upon request. You may also request information detailing how proxies were voted with respect to securities held in your portfolio(s). Such requests may be made by sending a written request to: Western Asset Management Company, LLC Attention: Legal and Compliance Department 385 East Colorado Boulevard Pasadena, CA 91101 186  Item 18 FINANCIAL INFORMATION Not Applicable. 187  APPENDIX A: EXPLANATIONS OF CERTAIN INVESTMENT RISKS This Appendix explains the main risks of loss associated with the investment management portfolios described in Item 8 of the brochure for which a Subadviser provide investment subadvisory services to FTPPG. Please refer to the portfolio descriptions for which of these main risks apply to each portfolio. As described in Item 8 of the brochure, the portfolios FTPPG and the Subadvisers provide may also involve risks that are not identified or explained in the brochure or this Appendix. General Investment Risk. Stocks, bonds and other equity and fixed income securities may decline in value, sometimes sharply and unexpectedly, for any one or more of several reasons. The potential reasons these securities may decline in value are almost without limit and may not be foreseeable. Some common reasons securities may decline in value include: (i) Actual or anticipated negative developments affecting the issuer of the securities or the assets backing the securities, including: losses, earnings, revenues, expenses, profit margins, cash flow, growth rates, component unavailability, dividend levels or other financial or business metrics that do not meet expectations; deterioration in financial position; competition; changes in technology or governmental regulation; loss of or failure to obtain customers, personnel or necessary government approvals; product failures; lawsuits; corruption; government investigations or enforcement actions; loss of intellectual property protection; and loss or reduction of benefits such as exclusive distribution or supplier rights. (ii) Actual or anticipated negative developments affecting (a) one or more industries in which the issuer of the securities participates, (b) in the case of governmental issuers, the tax base, economy or other attributes of the country or region where the issuer is located; or (c) in the case of securities backed by specified assets, the type of assets backing the securities, such as mortgages, finance receivables, toll roads, hospitals, etc. (iii) Broader declines in security prices, including global, regional, country-specific, asset class-specific (e.g., equity, fixed income) and investment style-specific (e.g., growth, value) price declines. Potential reasons for these declines include changes in investor preferences; actual or anticipated global, regional or country-specific political, financial, economic, regulatory or social developments (e.g., government changes, monetary policy (including changes in interest rates), inflation, fiscal policy (including debt levels and deficits), trade relations (including tariffs and market access), sanctions, demographic changes, recessions), wars, terrorism, civil unrest, labor stoppages, infrastructure problems (e.g., power outages), and disasters such as earthquakes, floods, droughts, epidemics or pandemics, oil spills, nuclear incidents, tsunamis, volcano activity, hurricanes and tornadoes. Securities also may decline in value if the issuer and/or its key vendors and suppliers experience intentional or unintentional cybersecurity incidents that cause the party to suffer data breaches, data corruption or loss of operational functionality. In addition, in the event that FTPPG, the Subadvisers or their respective service providers experience intentional or unintentional cybersecurity incidents that result in data breaches, data corruption or loss of operational functionality, clients could be negatively impacted by the inadvertent and unauthorized disclosure of sensitive client and account information and management of client accounts could be disrupted. Asset Allocation Risk. Asset allocation risk is the risk that the manager’s judgment about market trends and the relative attractiveness of particular asset classes, investment styles or strategies is incorrect. In addition, a manager’s investment models used in making asset allocation decisions may not adequately take into account certain factors or produce intended results over time, which may result in an account realizing a lower return than if the account were managed using another model or strategy. Below Investment Grade Risk. Below investment grade fixed income securities, which are sometimes referred to as “junk” bonds or high yield securities, are fixed income securities that are rated below Baa or BBB and unrated fixed income securities of comparable quality. These securities have a higher risk of declining in value and defaulting than investment grade (i.e., 188  higher quality) fixed income securities. In particular, below investment grade fixed income securities typically are more volatile and involve greater credit risk than investment grade fixed income securities. See “High Volatility Risk” and “Credit Risk” below in this Appendix for explanations of these risks. Below investment grade fixed income securities also tend to be less liquid and more susceptible to general investment risk than investment grade fixed income securities. See “Illiquidity Risk” and “General Investment Risk” in this Appendix for explanations of these risks. Blend Style Investing Risk. A “blend” strategy results in investments in both growth and value stocks, or in stocks with characteristics of both. Growth stock prices reflect projections of future earnings or revenues and can fall dramatically if the company fails to meet those projections or during periods of rising or high interest rates. With respect to value stocks, if other investors fail to recognize the company’s value, or favor investing in faster-growing companies, value stocks may not increase in value as anticipated by the Adviser or may decline even further. Business Development Companies (BDCs) Risk. BDCs are a type of closed-end investment company that typically invests in and lends to small- and medium-sized private and certain public companies that may not have access to public equity markets for capital raising. As such, BDCs carry risks similar to those of private equity or venture capital funds, which include the following: • BDCs are not redeemable at the option of the shareholder and may trade in the market at a discount to their NAV. • BDCs may employ the use of leverage in their portfolios through borrowings or the issuance of preferred stock. While leverage often serves to increase the yield of a BDC, this leverage also subjects the BDC to increased risks, including the likelihood of increased volatility and the possibility that the BDC’s common share income will fall if the dividend rate of the preferred shares or the interest rate on any borrowings rises. • With investments in debt instruments, there is a risk that the issuer may default on its payments or declare bankruptcy. • The Investment Company Act of 1940, as amended, imposes certain restraints upon the operations of a BDC. A BDC may only incur indebtedness in amounts such that the BDC’s asset coverage equals at least 200% after such incurrence. These limitations on asset mix and leverage may inhibit the way that the BDC raises capital. • BDCs generally invest in less mature private companies, which involve greater risk than well-established publicly- traded companies. Concentration Risk: Geographic Concentration Risk. Geographic concentration risk is the risk of loss from concentrating investments in a particular geographic region, such as a single U.S. state or region, and not more broadly diversifying investments across multiple geographic regions. An investment management portfolio that concentrates investments in a particular geographic region will have a greater risk of loss from developments that negatively affect securities issuers with significant business or other financial exposure to the region. Examples of such developments include: regional disasters such as earthquakes, hurricanes and floods; deteriorating finances of regional governmental securities issuers (e.g., states, municipalities) leading to budget deficits, tax base erosion, adverse changes in the credit ratings assigned to municipal issuers of that state and other financial difficulties; regional infrastructure problems such as power outages or transport facility shutdowns or restrictions; economic, demographic, legislative, legal or regulatory changes that negatively affect the region’s business or fiscal environment, such as state constitutional limits on tax increases, revisions of income tax laws or regulations or judicial determinations revising the tax-exempt character of municipal bonds, or reductions in income tax rates would reduce certain relative advantages of owning municipal bonds. Industry Concentration Risk. Industry concentration risk is the risk of loss from concentrating investments in a particular industry (i.e. making larger investments in particular industries) and not more broadly diversifying 189  investments across multiple industries (i.e., making smaller or no investments in particular sectors or industries). An investment management portfolio that concentrates investments in a particular industry will have a greater risk of loss from developments that negatively affect companies in that industry. Examples of such developments include: regulatory or other government policy changes that negatively affect the industry; changes in business methods, technologies or consumer preferences that reduce demand for the industry’s products or services; alternative product/service competition from new or pre-existing industries; and shortages of, or increased costs for, industry personnel, raw materials or product components. Issuer Concentration Risk. Issuer concentration risk is the risk of loss from concentrating investments in individual securities (i.e., making larger investments in individual securities) instead of more broadly diversifying investments across a larger number of securities. An investment management portfolio that concentrates investments in individual securities will have a greater risk of loss from developments that negatively affect the issuers of those securities. See clause (i) of “General Investment Risk” above for examples of developments that may negatively affect the value of a particular issuer’s securities. Credit Risk. Credit risk, which is sometimes referred to as “default risk”, is the risk that the value of a fixed income security will decline because of: (1) investor perception that the security issuer’s or guarantor’s future payment of the principal and/or interest obligation represented by the security has become less likely, increasing the likelihood of default; or (2) actual default by the issuer or guarantor of the security. Below investment grade fixed income securities generally involve more credit risk than investment grade fixed income securities. See “Below Investment Grade Risk” above for a description of below investment grade fixed income securities. Developments that negatively affect the issuer or guarantor of a fixed income security, or the specified assets backing the security, often will increase the security’s level of credit risk. See “General Investment Risk” above for examples of such developments. Digital Assets Investments Risk (Applies to Franklin Templeton Digital Assets Core, Franklin Templeton Digital Assets Core Capped, and Franklin Templeton Digital Assets Dynamic BTC/ETH Strategies), Franklin Templeton Core Multi- Manager + Digital Assets ETF Models. Certain Franklin Adviser Accounts/ETFs will invest in cryptocurrencies, such as, but not limited to, Bitcoin or Ethereum, as well as other digital representations of value or rights (including for investment, finance or idle cash purposes). Such assets or investments may be transferred and stored electronically, using distributed ledger technology or other technology, and may include but are not limited to any decentralized application tokens and blockchain-based tokens and other digital assets, or instruments for the purchase of such, including but not limited to token rights agreements, token warrants and other instruments (together with cryptocurrencies, “Digital Assets”). Investments in Digital Assets are subject to many specialized risks and considerations, including but not limited to risks relating to (i) immature and rapidly developing technology underlying Digital Assets, (ii) security vulnerabilities of this technology, (iii) credit risk of Digital Asset exchanges that may hold a Franklin Adviser Account’s Digital Assets in custody, (iv) regulatory uncertainty around the rules governing Digital Assets, Digital Asset exchanges and other aspects and parties involved with Digital Asset transactions, (v) high volatility in the value/price of Digital Assets, (vi) unclear acceptance of some or all Digital Assets by users and global marketplaces, and (vii) manipulation or fraud resulting from the pseudo-anonymous manner in which ownership of Digital Assets is recorded and managed. Energy Sector Risk. Energy Sector risk includes the risks of declines in energy and commodity prices; decreases in energy demand; reduced volumes of energy commodities needing transportation, processing or storing; new construction and acquisition, which can limit growth potential; availability of competitively priced alternative energy sources; potential for technological obsolescence; threats of attack by terrorists; adverse weather conditions; natural or other disasters; and changes in government regulation and tax laws affecting the energy industry. 190  Environmental, Social and Governance (ESG) Investing Risk. A client portfolio’s ESG investment approach could cause such portfolio to perform differently compared to client portfolios that do not have such an approach or compared to the market as a whole. A client portfolio’s application of ESG-related considerations may affect the portfolio’s exposure to certain issuers, industries, sectors or other characteristics and may impact the relative performance of the client portfolio – positively or negatively – depending on the relative performance of such investments. Views on what constitutes “ESG investing,” and therefore what investments are appropriate for a client portfolio that has an ESG investment approach, may differ among investment advisers and investors. There is no guarantee that ClearBridge’s or Western Asset’s efforts to select investments based on ESG practices will be successful. The assessment of an issuer’s ESG factors is subjective and may differ from those of third-party ratings providers. Securities selected may not reflect the beliefs and values of any particular client. Further, ClearBridge and Western Asset are dependent on the availability of timely, complete and accurate ESG data reported by issuers and/or third-party research providers, the timeliness, completeness and accuracy of which is out of their control. Finally, ESG factors may be defined or measured differently, which could impact ClearBridge’s and Western Asset’s assessment of an issuer. Extension Risk. Extension risk is the risk that issuers of fixed income securities, including mortgage-backed and other asset- backed securities, will repay their obligations more slowly than the market anticipates in the event market interest rates rise. This repayment extension may cause the prices of these securities to fall because their interest rates are lower than market rates and they remain outstanding for longer than originally anticipated. High Volatility Risk. High volatility risk is the risk of loss associated with investments that tend to fluctuate in value more than other investments. An investment management portfolio with high volatility risk typically involves more speculative investments than a portfolio that does not have such risk. More speculative investments increase the client’s risk of loss. In addition, high volatility increases the chance that a client will incur significant investment losses if and when the client or the client’s investment manager decides to sell one or more securities held in the client’s account. Illiquidity Risk. Illiquidity risk is the risk that securities held in a client’s account may be difficult to sell at prices close to recent valuations because few or no market participants are willing to purchase the securities at such prices. This risk, which generally is greater during times of market turmoil, may result in increased losses (or lesser gains) relative to sales of securities for which more active trading markets exist. Illiquidity risk may also result in client accounts realizing lower prices from smaller-sized sales of securities, including municipal bonds, that usually trade in larger amounts. For example, selling a single $5,000 lot of a municipal bond for a client’s account may result in a lower per-bond price than a contemporaneous sale of a $100,000 lot of the same bond. Illiquidity of Underlying Funds Risk. The underlying funds in which a model will invest may not be registered as investment companies and interests therein (or even for certain registered investment company investments) are subject to legal or other restrictions on transfer. It may be limited or even impossible for the Advisers to redeem interests in such underlying funds when desired or to realize their fair value in the event of such redemptions. Certain underlying funds may permit redemptions only on a semi-annual, annual, or less frequent basis or be subject to “lock-ups” (where investors are prohibited from redeeming their capital for a specified period following investment in such fund) and/or “gates” (where redemption at any given redemption date is restricted to a specified percentage of such underlying fund’s assets). In addition, underlying funds are typically able to suspend redemptions by their investors under a variety of circumstances. Further, some underlying funds may limit or suspend redemptions with respect to “side pocket” investments (where an underlying fund classifies a particular investment as “illiquid” or “designated” and investors generally cannot receive their allocable share until such investment is liquidated or otherwise realized). Each such investment will be accounted for by such underlying fund separately from all such fund’s other investments and will generally be carried at cost until liquidated or marked-to-market. Illiquidity in underlying funds may affect the ability investors to make redemptions of its investors’ interests or shares. Infrastructure Investment Risk. Investments in listed infrastructure, and infrastructure-related securities generally, may be exposed to risks associated with public policy, taxation, infrastructure regulation, economic and climatic conditions. The issuers of such securities may experience impacts on their business operations and strategies that influence the fundamental 191  value of infrastructure securities. These may include increased interest rates on capital construction, leverage costs, taxation, the costs associated with enhanced regulatory frameworks and broader environmental obligations and economic impacts. Transportation and related infrastructure sectors may generally be more exposed to demand and supply side risks, and therefore are more exposed to economic cycles and events that impact the flow of people, goods or capital. Interest Rate Risk. Interest rate risk is the risk that market interest rates will rise, causing fixed income security prices to fall. This risk stems from the tendency of increases in market interest rates to generally make payment obligations associated with already-outstanding fixed income securities less attractive to investors and therefore the securities themselves less valuable. The risk of securities price declines caused by interest rate increases generally is higher for fixed income securities with longer-term maturities. Investing in Funds Risk. Certain accounts may invest in shares of funds as part of their core investment strategy or to gain exposure to certain asset classes. Funds are actively or passively managed portfolios that invest in a particular strategy, index, asset class or other objective defined by each fund for a management fee. Investing in funds generally carry the same risks as investing directly in the underlying assets, but carry additional expenses in the form of management fees, distribution fees, brokerage expenses, shareholder service fees and/or other fees and expenses imposed or incurred by the funds, with a proportionate share borne by investors. Performance will be reduced by these costs and other expenses, which clients typically pay in addition to an Adviser’s advisory fees. The risks carried by funds are described in their prospectuses and may include, among others, those associated with techniques or investments in: (i) derivative instruments (such as forwards, options, swaps and futures) which involve costs and can create economic leverage that may result in significant volatility and be less liquid or illiquid; (ii) complex securities, such as equity-linked notes (“ELNs”) that have risks similar to their underlying securities and subject to certain debt securities risks, such as interest rate and credit risks; (iii) the use of leverage and borrowing in pursuit of a higher rate of return, which may exaggerate the effect of any increase or decrease in the value of portfolio securities and will be subject to interest and other borrowing costs; (iv) short selling, in connection with which borrowed securities may rise in value or not decline enough to cover the borrowing costs; and (v) unlisted securities (i.e., securities not listed on a stock exchange or other markets and for which no liquid secondary trading market exists) that may involve a high degree of business and financial risk due to relatively limited operating and profit histories, are more likely to be illiquid and may not subject to the same disclosure and investor protection requirements that apply to publicly-traded companies. A fund may also engage in frequent trading of its portfolio securities, which may indirectly impact the fund’s investment performance, particularly through increased brokerage and other transaction costs and taxes. Additionally, investments in ETFs may trade at a premium or discount to the ETF’s net asset value, a passively managed ETF may not replicate exactly the performance of the benchmark index it seeks to track and the management of actively managed ETFs may not produce the desired investment results. Indexes for certain ETFs may not be determined, composed or calculated accurately, may not provide an accurate assessment of included issuers, and the security selection processes of the underlying index’s third-party owner may detract from performance in some market environments. Merger Arbitrage Securities Risk. A merger or other restructuring, or a tender or exchange offer, proposed or pending at the time a portfolio invests in merger arbitrage securities may not be completed on the terms or within the time frame contemplated, which may result in losses to the client account. Mid Cap Risk. Mid cap risk is the additional risk of loss typically associated with investments in securities of mid cap companies. Negative company-specific developments tend to cause securities of mid cap companies to decline in value more than securities of large cap companies. See clause (i) of “General Investment Risk” above for examples of such developments. Reasons for mid cap companies’ increased risk of loss from such developments include the tendency of mid cap companies to have more limited product lines, operating histories, markets and financial resources, and also to be dependent on more limited management groups. Securities of mid cap companies also tend to be more volatile and less liquid than securities of large cap companies. See “High Volatility Risk” and “Illiquidity Risk” above. 192  Master Limited Partnerships (MLPs) Risk. An MLP is an entity receiving partnership taxation treatment under the U.S. Internal Revenue Code of 1986, as amended, and whose partnership interests or “units” are traded on securities exchanges like shares of corporate stock. MLP-related risk includes the following: • As compared to common stockholders of a corporation, holders of MLP units have more limited control and limited rights to vote on matters affecting the partnership. Additionally, conflicts of interest may exist among common unit holders, subordinated unit holders and the general partner or managing member of an MLP. • Certain MLPs depend upon their parent or sponsor entities for the majority of their revenues. If their parent or sponsor entities fail to make such payments or satisfy their obligations, the revenues and cash flows of such MLPs and ability of such MLPs to make distributions to unit holders would be adversely affected. • The amount and tax characterization of cash available for distribution by an MLP depends upon the amount of cash generated by such entity’s operations. Cash available for distribution by MLPs will vary widely from quarter to quarter and is affected by various factors affecting the entity’s operations. • Much of the benefit that a portfolio may derive from being invested in equity securities of MLPs is a result of MLPs generally being treated as partnerships for U.S. federal income tax purposes. Changes in tax laws could adversely affect the MLPs in which the portfolio invests. Non-U.S. Investment Risk (including Emerging Markets Risk). Non-U.S. investment risk is the additional risk of loss typically associated with investments in securities of non-U.S. issuers. Investments in securities of non-U.S. issuers tend to involve greater risk than investments in U.S. issuers. This increased risk arises from factors that include: many non-U.S. countries having securities markets that are less liquid and more volatile than U.S. securities markets; political and economic instability in some non-U.S. countries; lesser availability of issuer and market information in some non-U.S. countries; and less rigorous accounting and regulatory standards in some non-U.S. countries. In addition, currency exchange rate fluctuations may have a greater negative effect on the value of investments in securities of non-U.S. issuers. Non-U.S. investment risk is increased for securities issuers and markets in emerging market countries. Emerging markets are generally defined as being less developed countries which may have less stable economic and/or political conditions than larger and more mature economies. However, the universe can also be more specifically understood by reference to frequently used benchmarks such as the MSCI Emerging Markets Index. • Emerging markets tend to have economic, political and legal systems that are less developed and less stable than those of the United States and other developed countries. Accounting, corporate governance and financial reporting standards that prevail in certain emerging market countries are often not equivalent to those found in countries with more developed markets. Regulatory, tax and legal regimes may be subject to uncertainty and to significant and unpredictable changes in approach. • Securities markets in emerging market countries may be substantially smaller than markets in developed countries, relatively illiquid and subject to extreme price volatility. See “Illiquidity Risk” and “High Volatility Risk” above. This may impair a strategy’s ability to acquire or dispose of assets at an advantageous price and time. • In some emerging markets, the marketability of quoted shares may be limited due to foreign investment restrictions, wide dealing spreads, exchange controls, foreign ownership restrictions, the restricted opening of stock exchanges and a narrow range of investors. • Repatriation of investments and profits may be restricted by exchange controls. Instability in emerging markets has previously led, and may continue to lead, to investor losses. • Settlement of transactions carried out in emerging markets may be lengthier and less secure than in developed markets. A country’s settlement practices may require margin payments for securities traded, or ‘early pay-in’ of 193  securities or payment. This may result in payment or settlement outside delivery-versus-payment procedures. Delivery-versus payment procedures offer significant protection from losses in the event that a third-party defaults on its obligations. The settlement practices in some foreign markets may increase the risk arising from third-party default. • Additional risks include changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation of assets or nationalization, imposition of withholding taxes or confiscatory taxation on capital, dividend or interest payments, and possible difficulty in obtaining and enforcing judgments against foreign entities. Foreign brokerage commissions, custodial and other fees are also generally higher. There are also special tax considerations which apply to securities of foreign issuers and securities principally traded overseas. Prepayment Risk. Issuers of many fixed income securities, including certain mortgage-backed and other asset-backed securities, have the right to pay their payment obligations ahead of schedule. If interest rates fall, an issuer may exercise this right. If this happens, the investor’s ability to reinvest the prepayment proceeds and obtain the same yield will be diminished because of the lower market interest rates. In addition, prepayment may cause the investor to lose any premium paid upon purchase of the security. Real Estate Investment Trusts (REITs) Risk. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Unlike corporations, REITs are not taxed on income distributed to their shareholders, provided they comply with the applicable requirements of the Internal Revenue Code of 1986, as amended. REITs-related risk includes the following: • Investments in REITs expose a portfolio to risks similar to investing directly in real estate. The value of these investments may be affected by changes in the value of the underlying real estate, the quality of the property management, the creditworthiness of the issuer of the investments, demand for rental properties, and changes in property taxes, interest rates and the real estate regulatory environment. Investments in REITs are also affected by general economic conditions. • REITs are subject to heavy cash flow dependency on the property interest they hold, defaults by borrowers, poor performance by the REIT’s manager and self-liquidation. • REITs may be leveraged. • REITs could possibly fail to (i) qualify for favorable tax treatment under applicable tax law, or (ii) maintain their exemptions from registration under the Investment Company Act of 1940, as amended. • The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. Small Cap Risk. Small cap risk is the additional risk of loss typically associated with investments in securities of small cap companies. Negative company-specific developments tend to cause securities of small cap companies to decline in value more than securities of large cap and mid cap companies. See clause (i) of “General Investment Risk” above for examples of such developments. Reasons for small cap companies’ increased risk of loss from such developments include the tendency of small cap companies to have more limited product lines, operating histories, markets and financial resources, and also to be dependent on more limited management groups. Securities of small cap companies also tend to be more volatile and less liquid than securities of large cap and mid cap companies. See “High Volatility Risk” and “Illiquidity Risk” above. 194  Technology Sector Risk. Companies in the technology sector have historically been volatile due to the rapid pace of product change and development within the sector. For example, their products and services may not prove commercially successful or may become obsolete quickly. In addition, delays in or cancellation of the release of anticipated products or services may also affect the price of a technology company’s stock. Technology companies are subject to significant competitive pressures, such as new market entrants, aggressive pricing and tight profit margins. The activities of these companies may also be adversely affected by changes in government regulations, worldwide technological developments or investor perception of a company and/or its products or services. The stock prices of companies operating within this sector may be subject to abrupt or erratic movements. ADDITIONAL RISKS RELATING TO OSAMCANVAS MANAGED OPTIONS STRATEGIES Options and Derivatives Risk. Risks related to option strategies include volatility risk, counterparty risk, credit risk, interest rate risk, market risk, liquidity risk and leverage risk. Although a client might benefit from the use of option strategies, unanticipated changes in interest rates or securities prices could result in an inferior overall performance for the accounts than if they had not used such investments. Options are not suitable for all clients. Specifically: Volatility risk. With respect to options, the market price is affected by the market’s expectation of future volatility during the term of the option. An option’s market price may increase or decrease, unrelated to a change in the price of the underlying asset, as a result of this market expectation. Counterparty risk. The buyer or seller of an option has credit exposure to the respective seller or buyer of that option (the counterparty). OSAM intends to only buy and sell exchange traded options. The counterparty to all U.S. exchange traded options is the Options Clearing Corporation (“OCC”). The OCC, based in Chicago, is the world's largest equity derivatives clearing organization. Because OCC is the counterparty the risk is minimal. Credit risk. The price of an option is based upon, among other things, the price of the underlying asset. As a result, the buyer or seller of an option has indirect exposure to the credit of the underlying asset, as changes in the underlying credit, real or perceived, may affect the price of that underlying asset. Interest rate risk. Prevailing market interest rates may affect the price of an exchange traded option. Market risk. Options’ prices are affected by a variety of market factors including, but not limited to, asset prices, interest rates, volatility, etc. Liquidity risk. OSAM Canvas Managed Option Strategies are generally dependent on the existence of a liquid option’s market, allowing for OSAM to buy and sell options in accordance with their strategy. In the event a liquid market does not exist, OSAM and its strategies may not perform as intended and accounts may be subject to unanticipated loss. Leverage risk. Options are subject to leverage. Specifically, the seller of a call option receives a fixed upfront premium in exchange for the sale of the call but is exposed to unlimited loss. In the OSAM Canvas Managed Options Strategies described herein, it is expected that the Affiliate Manager equity portfolio will be highly correlated to the underlying index of call options sold and that call option potential losses will be substantially offset by unrealized gains in the equity portfolio. The offset is subject to any Basis Risk (as described below) that may exist. Market movements or events could impact the strategy and can result in unforeseen losses. OSAM makes no representations regarding its ability to predict such movements. The risk of the absence of a liquid secondary market related to any investment or strategy exists and such an absence of liquidity can result in significant loss. Clients may be forced to liquidate collateral assets to raise cash to settle derivative positions. 195  Derivatives are subject to greater potential fluctuations in value than investment in the underlying securities. Purchasing and selling derivatives are highly specialized activities and entail greater than ordinary investment risk. Market volatility will impact the results of certain option strategies. There is a risk of loss associated with the early exercise of an option, which could result in the underlying security being called away prior to expiration. In addition, there is a risk that an underlying security may have losses greater than gains in the value of the options position. There is no guarantee that an option will expire or be exercised at an optimal time considering price movements of the underlying security. Call Selling Risks In a call sale based upon an index (a “Reference Security”), the seller receives an upfront premium in exchange for the obligation to pay the buyer the cash value of the excess, if any, of the underlying index price above a specified price (option strike price) generally at a specified time (option expiration). The maximum loss is unlimited. The maximum potential gain when selling a call option is the premium received at the time of sale. As a result, the protection to the Reference Security offered by call selling is limited to the amount of the premium received. A client selling a call option maintains full downside exposure to the Reference Security, if they own that Reference Security (less any call premium received). Selling a call option has an unlimited risk of loss and The seller may be required to liquidate substantial assets, or alternatively contribute significant cash to satisfy the call • selling obligations. This may result in the appreciation of the seller’s portfolio being significantly limited. Further the seller will be subject to Basis Risk. Basis Risk means that the performance of the asset or assets the seller owns may not move in the same direction or have a similar magnitude of movement as the Reference Security. The situation may exist where the seller’s asset or assets depreciate and simultaneously the Reference Security appreciates resulting in both a realized or unrealized loss on the seller’s asset or assets AND a loss on the call option sold; in the case the seller chooses to use margin to satisfy call selling obligations, they will be exposed to the risks of • margin including, but not limited to, the risks that i) the custodian may liquidate assets securing the margin loan which may result in substantial tax impact to seller; ii) the seller may realize substantial costs associated with margin interest; and iii) after the seller borrows against their assets the assets may depreciate significantly. regardless of the level of success of a call selling strategy, it may result in the sale of seller’s assets. • Put or Put Spread Buying Risks Put Options In an index put sale, the seller receives an upfront premium in exchange for the obligation to pay the buyer the cash value of the underlying index (the “Reference Security”) price below a specified price (option strike price) generally at a specified time (option expiration). No payment is required if the underlying index price is at or above the option strike price at the relevant expiry or exercise time. The maximum loss is limited to the difference between the strike price and the premium received. In an index put purchase, the buyer pays an upfront premium in exchange for the right to receive from the seller the cash value of the underlying index price below a specified price (option strike price) generally at a specified time (option expiration). No payment is received if the underlying index price is at or above the option strike price at the relevant expiry or exercise time. The maximum loss is limited to the upfront premium paid. In the case where the put holder does not own the Reference Security, the put holder will be subject to Basis Risk. Basis Risk means that the performance of the asset or assets the buyer owns may not move in the same direction or have a similar magnitude of movement as the Reference Security. The situation may exist where the put holder’s asset or assets depreciate 196  and simultaneously the Reference Security appreciates resulting in both a realized or unrealized loss on the put holder’s asset or assets AND a loss on the put purchased. Put Spread Purchases In an index put spread purchase, the buyer of the put with the higher strike price pays an upfront premium in exchange for the right to receive from the seller the cash value of the underlying index (also a Reference Security) price below a specified price (option strike price) generally at a specified time (option expiration) and simultaneously gives the buyer of the put with the lower strike price the same rights at the lower strike price. No payment is required if the underlying index price is at or above the option strike price at the relevant expiry or exercise time. The economic value to the buyer of a put spread is limited to the difference in strike prices, less the premium paid for the put spread. The maximum loss is limited to the upfront net premium paid. The put or put spread holder will be subject to Basis Risk. Basis Risk means that the performance of the asset or assets the seller owns may not move in the same direction or have a similar magnitude of movement as the Reference Security. The situation may exist where the put or put spread holder’s asset or assets depreciate and simultaneously the Reference Security appreciates resulting in both a realized or unrealized loss on the put or put spread holder’s asset or assets AND a loss on the put or put spread purchased. Put or put spread buying may significantly limit, indirectly, the potential appreciation of the put spread holder’s portfolio if the put spread holder does not own the reference security. Tax Risk Selling call options or buying put options or put-spreads, when combined with other holdings of the client may be characterized as a “straddle” as defined in Section 1092(c)(4)(B) of the Internal Revenue Code, as amended (the “Code”) and the Treasury regulations thereunder. Further, the straddle rules may apply to assets owned by the Client that are not part of the call selling or put or put-spread buying program and are not held in the same account or with the same custodian. Straddles may have significant negative tax impacts on the Client including, but not limited to: I. mismatched timing of gains and losses and/or deferred recognition of losses; II. potential loss of aging of straddled property; III. the potential loss of Qualified Dividend Income treatment for dividends paid on straddled property; and IV. the capitalization of interest related to margin loans secured by straddled property. Unless otherwise disclosed to the Client by OSAM, OSAM will use its best efforts to avoid executing transactions that may be characterized as a straddle but makes no guarantee it will be effective in avoiding such characterization. Performance Risk There is no guarantee that an option strategy will achieve its goals or that it will outperform other implementations of option strategies. Further, the risk exists that even during periods that the Reference Security depreciates, a call selling strategy or a put or put-spread buying strategy may result in a loss. An option strategy may be negatively affected by events beyond the control of OSAM, such as, but not limited to, macroeconomic events, company or sector earning or news events, merger and acquisition activity, interest rates, volatility of the underlying, political events and market or regulatory actions. As options have fixed terms, there exists the risk that the expected performance of an option strategy may not be achieved because the Reference Security either appreciated or depreciated at a time after the expiration of any specific option. OSAM makes no predictions or assurances as to the efficacy of a specific option strategy over a specific period of time. 197