EAGLE ASSET MANAGEMENT INC

Founded in 1976, Eagle Asset Management, Inc. (“Eagle”) strives to employ investment managers with the skill and experience to consistently outperform their peers. We understand very few managers possess these qualities. For this reason, we employ portfolio managers who we believe have the talent and insight required to construct portfolios that may deliver strong risk-adjusted returns over the long-term. Eagle provides institutional and individual investors with a broad array of equity and fixed income products designed to meet long-term goals. Our clients currently entrust $60 billion (as of September 30, 2025) in investment philosophies designed to deliver risk-adjusted returns via both separately managed account and mutual fund platforms. Eagle was built on the cornerstones of intelligence, experience, and conviction that we believe clients expect from their investment managers. Intelligence | Intelligence is more than an ability to learn. It is also the talent to discern important information and identify opportunities. From idea generation and proprietary research to portfolio construction and stock selection, Eagle managers employ keen insight and intelligent processes to build portfolios that seek to add alpha over time. Experience | There is no substitute for experience in the investment world, where lessons are taught and learned during every market cycle. Experience provides valuable knowledge into portfolio and stock-specific risk and enables our managers to construct portfolios that we hope limit downside risk. Conviction | Staying the course is often a manager’s greatest challenge. At Eagle, we are committed to a long-term investment approach. We do not endeavor to chase short-term market favorites. This sometimes will hurt performance in strong bull markets, but we do not believe that chasing trends adds value over the long-term. Eagle is a wholly owned subsidiary of Carillon Tower Advisers, Inc. (“CTA”), currently doing business as Raymond James Investment Management (“RJIM”) and organized as a corporation under the laws of the State of Florida in 1984. RJIM is a wholly owned subsidiary of Raymond James Financial, Inc. (“RJF”), New York Stock Exchange (“NYSE”) Ticker (RJF), based in St. Petersburg, Florida. RJIM is a registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”). Eagle is registered as an investment adviser with the SEC, and has also filed registration exemptions in several Canadian provinces. Eagle owns ClariVest Asset Management LLC (“ClariVest”), a registered investment adviser with the SEC. Eagle also has two divisions, Gibbs Capital Management (GCM) & Strategic Investment Management services (SIMS). Registration of an investment adviser with the SEC does not imply a certain level of skill or training. Eagle provides investment advisory services to the following groups of clients: • Institutions such as pension plans, public funds, endowments, multi-managers, foundations, other tax-exempt entities, and other mutual funds on a sub-advisory basis; • A group of affiliated registered investment companies (“mutual funds”) called the Carillon Funds (singularly a “Carillon Fund” and collectively the “Carillon Funds”); • High Net Worth clients such as individual investors, trusts, and employee benefit plans.

Although Eagle generally exercises investment discretion for each account that it advises, the portfolio composition within the same investment objective may, at any given time, differ as to composition. As a result, the performance of an account within a particular investment objective may differ from other accounts within that same investment objective. Clients should not expect that the performance of their portfolios will be identical to that of the Eagle average for that investment objective. These differences in portfolio composition are attributable to a variety of factors, including, but not limited to, the type of account (e.g., manner of trade execution), clients’ restrictions or guidelines, account size, and significant account activity (e.g., significant number of contributions and/or withdrawals). Institutional Account Services Eagle provides investment advisory services to institutional clients that may include corporate pension plans, public funds, foundations, endowments, other tax-exempt entities, mutual funds, and other registered investment companies. Such accounts are managed in accordance with investment objectives, guidelines, and restrictions established by each client. Eagle executes purchases and sales of securities for these accounts in one of two ways: through broker-dealer firms, Eagle selects, including those, which, from time to time, furnish Eagle with investment research information and other services, or through firms as directed to Eagle by the client. Where the client authorizes Eagle to choose broker-dealers, Eagle uses its best efforts to obtain the best available price and most favorable execution. Additional detail about each of the client types for which Eagle provides advisory services is provided in Item 7. Except for investment management wrap fee programs (“Wrap Programs”) discussed below, Eagle performs advisory services for each client under the terms of an investment advisory agreement between Eagle and the client (“Advisory Contract”). Within a given strategy – and consistent with the strategy’s stated investment objectives, policies and restrictions, Eagle typically exercises exclusive investment discretion regarding the purchase or sale of securities or other investments. Eagle may also agree to manage a client’s account subject to certain reasonable restrictions the client imposes on the inclusion of specific securities, or types of securities, within that account. Item 8 provides additional detail about the various investment strategies Eagle offers.

Separately Managed Account Wrap Programs Certain unaffiliated sponsors have retained Eagle as an investment manager under a number of Wrap Programs. Wrap Program clients typically enter into an investment advisory agreement with the sponsor, and the sponsor enters into a sub-advisory agreement with Eagle to provide portfolio management services to the Wrap Program. In these circumstances, the sponsor is responsible for analyzing the financial needs of each particular Wrap Program client and determining whether Eagle’s portfolio management services are suitable for that client. Wrap Program clients generally do not pay an investment advisory fee directly to Eagle; instead, the sponsor pays Eagle’s advisory fee out of the proceeds of the “wrap fee” that the clients pay to the sponsor. With some exceptions, Eagle manages Wrap Program accounts in a manner that is generally similar to Private Client Separate Accounts. Eagle also offers certain investment disciplines developed by its Gibbs Capital Management division. Differences may include limited flexibility of Wrap Program accounts to customize investment guidelines and the further limitation that certain Wrap Program sponsors may not allow their Wrap Program accounts to hold securities issued by the sponsor. Collective Investment Trust

(Eagle) manages Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) assets in the Carillon Eagle Mid Cap Growth CIT (“CIT”) , Carillon Eagle Small Cap Core CIT and Carillon Eagle Small Cap Equity. The CIT is bank maintained and not registered with the Securities and Exchange Commission. The CIT is not a mutual fund registered under the Investment Company Act of 1940, as amended, (“1940 Act”) or other applicable law, and unit holders are not entitled to the protections of the 1940 Act. The regulations applicable to the CIT are different from those applicable to a mutual fund. The CIT’s units are not securities registered under the Securities Act of 1933, as amended or applicable securities laws of any state or other jurisdiction. Non-Discretionary Institutional Management Services Eagle, through its SIMs division, provides fixed income investment advisory and management services to institutional clients in a non-discretionary capacity. Please refer to the SIMS Form ADV Part 2B brochure supplement for additional details. Eagle’s Assets under management (as of September 30, 2024) Discretionary: $ 45,199,800,634 Non-Discretionary: $ 13,277,963,436 Total: $ 58,477,764,071

The following information describes Eagle’s compensation for the advisory services it provides to each type of client account. In most contracts, advisory fees are paid quarterly based on the market value of assets in an account as of the last day of each calendar quarter. However, certain accounts, such as mutual funds, calculate advisory fees based upon average daily assets. Eagle imposes investment minimums on certain types of accounts. For a discussion of the applicable

investment minimums, see Item 7. Fees for Institutional and Separate Account Clients When Eagle enters into an Advisory Contract to provide portfolio management services to an Institutional or High Net Worth client through a separate account (“Separate Account Clients”), Eagle will charge each such separate account a fee at a specified annual percentage rate of the account’s assets under management. Eagle’s standard fee rates for separate accounts are listed below. However, the fees charged to separate accounts are negotiable and will typically vary depending on a number of factors including, but not limited to: the type of client; whether the client wishes to impose particular restrictions on Eagle’s discretionary investment authority (e.g., restrictions on the types of securities that Eagle may acquire for the account); and the amount of client assets under management with Eagle, and other business considerations. The fee rates listed below do not include fees that a separate account client pays to other third party service providers, such as custodian, third party money manager, consultant, brokerage, and exchange fees. Note also that only some of the following strategies are available to Separate Account Clients. See Item 7 for more detail about the types of strategies that may be available to each client. Institutional Account Assets Management Fee Under Management Schedule Large Cap Equity Under $25,000,000 Between $25,000,000 and $50,000,000 Between $50,000,000 and $150,000,000 Greater than $150,000,000

0.65% 0.55% 0.50% 0.40%

Small and Mid-Cap Equity Under $10,000,000 Between $10,000,000 and $25,000,000 Between $25,000,000 and $75,000,000 Between $75,000,000 and $150,000,000 Greater than $150,000,000

0.95% 0.90% 0.85% 0.80% 0.75%

Balanced

Fixed Income

Under $5,000,000 Between $5,000,000 and $15,000,000 Between $15,000,000 and $25,000,000 Between $25,000,000 and $150,000,000 Greater than $150,000,000

0.60% 0.55% 0.50% 0.45% 0.35%

Under $2,000,000 Between $2,000,000 and $10,000,000 Between $10,000,000 and $50,000,000 Greater than $50,000,000

0.40% 0.30% 0.25% 0.20%

Micro Cap

Under $25.000.000 Between $25,000,000 and $75,000,000 Between $75.000.000 and $125,000,000 Greater than $125,000,000

1.20% 1.10% 1.05% 1.00%

Example of fee calculation for $50,000,000 Small Cap Equity Account 0.95% on first $10,000,000 0.90% on next $15,000,000 0.85% on next $25,000,000 As a result of applying the above breakpoint fee, the schedule to a $50,000,000 investment in a Small Cap Equity Account the effective annualized advisory fee would be 0.885 percent. This example assumes no growth, no withdrawals from, and no additions to the account. Increases and decreases in assets in such an account would result in a higher or lower effective rate. For accounts where Eagle serves as a sub-advisor, such as mutual funds and variable annuity separate accounts, Eagle receives a fee that is different than shown in the prior institutional account management fee schedule. For mutual funds Eagle sub-advises, the respective mutual fund’s adviser (not Eagle) typically provides administrative, marketing and shareholder services, including any necessary disclosures to shareholders. Institutional clients may negotiate discounts to the institutional account management fee schedule shown above.

Advisory Fees for the Carillon Funds Certain Carillon funds sub-advised by Eagle pay Eagle an advisory fee at a specified annual percentage rate of each sub-advised Carillon fund’s average daily net assets. For each sub-advised Carillon Fund, Eagle’s advisory fee rate decreases if the fund’s assets increase (and may increase if the fund’s assets decrease) Additional information about the fees charged to the Carillon Funds is available in the Prospectuses, which are publicly available at Carillon’s website (www.carillontower.com), on the EDGAR Database on the SEC’s website (www.sec.gov) or by contacting the Carillon Funds’ principal underwriter, Carillon Fund Distributors, Inc., at 1-800-2373101. Fees for Sub-Advisory Services to Unaffiliated Registered Investment Companies Eagle provides sub-advisory services to a number of unaffiliated mutual funds. Eagle and the principal adviser for each sub-advised fund negotiate Eagle’s advisory fees for providing those services. These sub-advisory fees are set forth in the sub-advisory agreement between Eagle and that principal adviser. Eagle’s fee is a component of the total investment advisory fee paid by an investor in the specific sub-advised mutual fund. Additional detail about the fees charged to an investor in any such fund is available in the then-current fund Prospectus.

Fees for Unified Managed Account Programs (“UMA Programs”) Eagle charges a fee to each UMA Program sponsor that enters into a contract with Eagle. The sponsor contracts with Eagle to use Eagle’s model portfolios to assist the sponsor in managing its client accounts. Eagle and the sponsor negotiate the fee amount. The fee may vary depending on a number of factors, including the number of model portfolios that the sponsor is purchasing and the total assets under management. Retail Wrap Program Management Fees Wrap Program sponsors typically charge their clients an annualized asset based fee ranging from 1.50 percent to 3.00 percent of assets under management. This fee may be negotiable, and the sub-advisory fee paid to Eagle as sub-advisor to these Wrap Programs may vary. For its services as a sub-advisor, Eagle receives a management fee that is typically 0.50 percent of assets under management for equity accounts and 0.30 percent for fixed income accounts. These fees may vary for different Wrap Programs. Eagle and the Wrap Program sponsor will negotiate the specific fee amount, which will depend on a number of factors, including the size of the Wrap Program and the particular Eagle investment strategy(ies) that the Wrap Program will offer to clients. The Wrap Program client does not pay any fees directly to Eagle; instead, the sponsor pays Eagle’s fee out of the proceeds of the “wrap fee” the client pays the sponsor. Eagle’s fees will be automatically deducted from client accounts by the wrap program sponsors. In the event that Eagle’s service to the Wrap Program is terminated before the end of a billing period, any pre-paid advisory fee will be refunded to the client on a pro rata basis. A portion of the wrap fee that clients pay to the Wrap Program sponsor is used to pay brokerage commissions incurred on securities traded within the client’s account. The Wrap Programs in which Eagle participates are listed in Eagle’s Form ADV Part 1, and Eagle’s management fee should be described in each sponsor’s respective Schedule H or wrap brochure (also known as an appendix). Clients should receive a sponsor’s Schedule H or wrap brochure and direct any questions regarding the overall wrap fee, including Eagle’s sub-advisory fee, to the sponsor. In Wrap Programs, sponsors typically obtain information from clients regarding the clients’ financial circumstances, risk profile, and investment objectives. The sponsor then consults with clients to determine the objective and the manager most suitable for each client’s situation. The sponsor has the primary responsibility for determining the suitability of client objectives. Eagle conducts a more limited suitability review based upon information the sponsor provides.

Eagle also maintains some direct (i.e. not as sub-advisor in Wrap Program) relationships with retail clients. Such clients may be referred by financial advisors of unaffiliated brokerage firms, or they may be clients of Eagle’s affiliated brokers. Management fees for these accounts typically are 1.00 percent of assets under management for accounts with equity objectives, and from 0.30 percent to 0.50 percent of assets for fixed income accounts. In some instances, management fees for larger accounts may be discounted and certain clients may aggregate related accounts to realize discounted management fees (see below). Eagle performs limited suitability reviews for accounts with direct retail clients. Retail Wrap Program Services Eagle provides investment advisory services to retail clients, including individuals, Individual Retirement Accounts (“IRAs”), trusts, and employee benefit plans. The majority of Eagle’s retail business is generated through Eagle’s participation as a sub-advisor in various Wrap Programs sponsored by brokerage firms (“Sponsors”) both affiliated and unaffiliated with Eagle. A wrap fee is an asset-based fee charged by a Sponsor as compensation for its custody, brokerage and advisory services, and may include a sub-advisory fee paid to Eagle. Eagle also acts as a subadvisor in Wrap Programs sponsored by its affiliate, Raymond James & Associates, Inc. ("RJA"). Certain Sponsors, including RJA, ask Eagle to contribute to the Sponsor’s cost of providing training and education to its registered representatives. This fee is usually based upon the assets under Eagle’s management in the Wrap Program.

General Information about Fees Investment Management Consultants Referrals Institutional clients often hire investment management consultants to search for investment managers, and these consultants often contact Eagle as a candidate. Some consultants are also service providers to investment managers including Eagle, with respect to industry data and other information. Although this is an apparent conflict of interest, Eagle believes that its purchase of such services from consultants is separate from and has no bearing on the consultants’ activities in the conduct of their manager searches. Our purchase of these services is not a condition to be included in a manager search. Refunds of Pre-Paid and Unearned Advisory Fees Either party to Eagle’s Advisory Contracts may typically terminate the contract at any time upon written notice to the other party. If an Advisory Contract is terminated, Eagle will promptly refund to the client any unearned and pre-paid advisory fees. Portfolio Values for Fee Calculations Calculation methods for each client type for asset-based fees owed and payable to Eagle are as follows: Sub-advised Carillon Fund: The net asset value of each sub-advised Carillon Fund is calculated

each day that the NYSE is open for business, based on data provided to Carillon by the fund’s custodian bank and by independent third party pricing vendors. This methodology is fully described in each Carillon Funds’ Prospectus and reports to shareholders. Institutional Separate Accounts (including unaffiliated registered investment companies): As set forth in the client’s contract with Eagle, portfolio valuations are determined by either (i) the client’s custodian or (ii) Eagle, using its own asset valuations. Eagle’s valuations are generally based upon information Eagle receives from third party pricing vendors, and may be higher or lower than the portfolio valuation calculated by a custodian bank. If no pricing vendor information is available or Eagle does not agree with the vendor’s valuation, Eagle uses various factors to determine a fair value. Private Client Separate Accounts: Eagle generally determines portfolio valuations using its own asset valuations. These valuations are generally based upon information Eagle receives from third party pricing vendors, and may be higher or lower than the portfolio valuation calculated by a custodian bank. If no pricing vendor information is available or Eagle does not agree with the vendor’s valuation, Eagle uses various factors to determine a fair value. Wrap Programs: Asset valuation within Wrap Programs is typically determined by the Wrap Program’s Sponsor or the Sponsor’s agents or affiliates. Additional Expenses If Eagle invests a client’s assets in a mutual fund, or exchange-traded fund, the client may incur additional expenses and fees as a shareholder of those mutual or exchange traded funds. These additional expenses may include: advisory/management fees, distribution fees, administrative expenses, and other fund operating expenses. Clients wishing to obtain more information about the fees and expenses that may apply due to investing in mutual funds or exchange-traded funds should contact Eagle. Clients may also obtain more information by reviewing the relevant prospectus(es) for the underlying mutual funds or exchange-traded funds in which the clients’ assets are invested. Attention is also directed to Item 12, for additional information about the types of brokerage and other transaction costs that Eagle’s clients may incur. Services to Family and Friends of Eagle Eagle may provide portfolio management services to certain family members or friends of Eagle’s principals without charge, or for fee rates that are lower than the rates available to other clients.

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Eagle’s investment programs are listed further along with a brief description of each investment objective’s general investment strategies typically used in managing the assets including the methods of analysis, and the material risks associated with investing in the objective. There is no guarantee that a particular strategy will meet its investment goals. Additionally, the investment strategies and techniques Eagle uses within a given strategy will vary over time depending on various factors. Eagle may give advice and take action for clients, which differs from advice given, the timing, or nature of action taken for other clients with different objectives. Eagle is not obligated to initiate transactions for clients in any security that its principals, affiliates or employees may purchase or sell for their own accounts or for other clients. Eagle generally manages accounts with full investment discretion. However, clients may place reasonable restrictions on the management of their accounts. Clients may also direct Eagle to sell, or to avoid selling, particular securities for the purpose of realizing a capital loss or avoiding a capital gain. Summaries of investment objectives, principal investment strategies, and material risks provided below are limited in scope. These are presented for general information purposes in accordance with regulatory requirements. Consequently, these summaries are in all instances qualified and superseded by the descriptions of objectives, strategies and risks, portfolio reports, and other communications which are provided to each client in connection with the creation and maintenance of the client’s own account with Eagle. Additional detail about each strategy can be obtained at no charge by contacting Eagle at 1-800-237- 3101. Investing in securities involves the risk of monetary loss, and clients investing their money with Eagle should be prepared to bear that loss. None of the strategies for which Eagle provides portfolio management services is a deposit in any bank, nor are those investment vehicles insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Equity Strategies - Objectives, Principal Investment Strategies and Material Risks Note: The narrative discussion of each equity strategy includes a list of the material risks that may be associated with an investment in that strategy. A description of each of the named risks is included at the end of this Item 8, following the narrative discussion of all of the equity and fixed income strategies.

Investment Programs Eagle provides investment advice to clients for the following principal objectives: Institutional or Objective

Retail

Manager(s) Equity

Small Cap

Matthew McGeary, Jason Wulff, Matthew Spitznagle, E.G. Woods

Institutional

SMID Cap

Matthew McGeary, Jason Wulff, Matthew Spitznagle, E.G. Woods

Both

SMID Select Cap

Matthew McGeary, Jason Wulff, Matthew Spitznagle, E.G. Woods

Both

Small Cap Growth

Eric Mintz, Chris Sassouni, David Cavanaugh

Both

Mid Cap Growth

Eric Mintz, Chris Sassouni, David Cavanaugh

Institutional

Mid Cap Concentrated

Derek Smashley, Jason Votruba, John Indellicate, Eric Chenoweth

Retail

David Vaughn, Todd Wolter, Frank Feng, Ed Wagner, Mike Large Cap Core

Waterman, Alex Turner, Gashi Zengeni, Amanda Freeman

Both

David Vaughn, Todd Wolter, Frank Feng, Ed Wagner, Mike International ADR

Waterman, Alex Turner, Gashi Zengeni

Retail

David Vaughn, Todd Wolter, Frank Feng, Ed Wagner, Mike Large Cap Growth

Waterman, Alex Turner, Gashi Zengeni, Amanda Freeman

Retail

Small Cap Core

Scott Renner, Jeff Reda

Institutional

Small/Mid Cap Core

Scott Renner, Jeff Reda

Institutional

Equity Income

Brad Erwin, Jeffrey Bilsky, Michael Rich

Both

GCM Equity Income

Joseph Michael Gibbs, Lester Madere, Richard Sewell

Retail

GCM Core Growth

Joseph Michael Gibbs, Lester Madere, Richard Sewell

Retail

Enhanced Income

Bishop Jordan

Retail

Select Balanced** Equity: Brad Erwin, Jeffrey Bilsky, Michael Rich Strategic Income

Fixed Income: James Camp, Joe Jackson, Burton Mulford

Retail

Fixed Income Government Securities

James Camp, Burt Mulford, Sheila King, Joe Jackson

Both

High Quality Taxable

James Camp, Joe Jackson, Sheila King, Joe Jackson

Both

High Quality Tax-Free*

James Camp, Burt Mulford, Sheila King, Joe Jackson

Both

bonds)

James Camp, Burt Mulford, Sheila King, Joe Jackson

Retail

Core Fixed Income*

James Camp, Burt Mulford, Sheila King, Joe Jackson

Both

Corporate Credit

James Camp, Bishop Jordan, Joe Jackson

Both

Special Fixed Income + (must have municipal

Tactical ETF Tactical Advantage Portfolio - Conservative

Matt Orton, Jason Richey, Allen Chapracki and Chris Kouffman

Retail

Matt Orton, Jason Richey, Allen Chapracki and Chris Kouffman

Retail

Matt Orton, Jason Richey, Allen Chapracki and Chris Kouffman

Retail

Matt Orton, Jason Richey, Allen Chapracki and Chris Kouffman

Retail

Tactical Advantage Portfolio – Conservative Growth Tactical Advantage Portfolio – Moderate Growth Tactical Advantage Portfolio – Growth

Direct Indexing Eagle Tax Optimized Core S&P 500

David Vaughn, Todd Wolter, Michael Waterman

Retail

NOTE: Upon a portfolio manager's termination of employment, or reassignment to other duties, Eagle may appoint a new portfolio manager without prior or any notice to clients. # Large Cap and International ADR team members are also employed by an affiliated registered investment adviser – ClariVest Asset Management LLC

* This objective may not be available through certain broker/dealers. **Includes combination of an Equity objective and a Fixed Income objective. Eagle may manage accounts with investment objectives or investment styles different from those listed above. In such cases, the client will receive a description of the objective. + When retail clients select the Tax Aware, Special Fixed Income objective, they must indicate their tax rate, state of residence, and whether they will allow high yield securities in their portfolio. SUITABILITY CONSIDERATIONS FOR INSTITUTIONAL CLIENTS Institutional clients who select certain equity objectives should bear in mind that some objectives may have high turnover ratios. Thus, the potential for high volatility and increased transaction costs (including increased brokerage and taxes) exists. SUITABILITY GUIDELINES FOR RETAIL PLATFORM CLIENTS Eagle's investment programs for retail clients range from fixed income objectives with more conservative goals to equity objectives with more aggressive goals. The equity investor’s primary goal should be to maximize long-term returns with great importance attached to capital appreciation and relatively little emphasis on current income. Conversely, the fixed income investor’s primary goal should be to generate income while conserving principal. Equity securities generally have a greater potential for both reward and risk while fixed income securities offer more modest rewards with correspondingly less risk. Investing in securities carries with it the risk of loss of capital. Eagle generally imposes a minimum dollar amount of $100,000 worth of assets for retail equity accounts and $200,000 worth of assets for retail fixed income accounts. Eagle reserves the right in its sole discretion to waive account minimums in certain circumstances. Below is a description of the investment objectives Eagle offers. Equity Objectives Investment Objective(s): Long-term capital growth. Principal Investment Strategies: Investors considering any one of Eagle's equity objectives should recognize that equity objectives managed primarily to achieve capital appreciation are managed more aggressively than objectives managed primarily to achieve income. An equity investor's time horizon should generally be medium to long-term –. Investors considering the Equity objectives should recognize that the issuers of securities selected for these objectives may not have the business experience, or they may be businesses that are still evolving. The securities selected for these objectives will typically be more speculative and thus have greater potential for capital loss. Additionally, securities selected for the Small Cap Growth and Small/Mid Cap Core objectives may be less liquid, i.e., have less trading volume and greater spreads between the purchase and sale price of the securities, and thus may experience greater market volatility than securities

with larger market capitalizations. Investors in Small Cap Growth, Small/Mid Cap Core and Mid Cap Growth objectives, due to the more aggressive and volatile nature of these objectives, should generally have a higher tolerance for risk and the possibility of capital loss than investors in the Large Cap Core and Large Cap Value objectives. Material Risks: Management Risk; Market and Economic Risk; Risks Affecting Specific Issuers; Smaller Company Risk; Foreign Investment Risk; Credit Risk; Interest Rate Risk; Liquidity Risk. Equity Income (Equity Income) Investment Objective(s): Capital Appreciation and income. Principal Investment Strategies The primary goal of the Equity Income investor should be capital appreciation and income, with more emphasis on capital appreciation. The objective is managed not only to capture some or most of the gains during general market advances, but also to cushion losses with income in general market declines. Thus, the Equity Income objective is somewhat less aggressive than the Equity objectives. The Equity Income investor should have a moderate tolerance for short-term volatility, and the investor's time horizon should be similar to an Equity investor. Material Risks: Management Risk; Market and Economic Risk; Risks Affecting Specific Issuers; Foreign Investment Risk; Credit Risk; Interest Rate Risk. Enhanced Income (Equity Income) Investment Objective(s): Current Income and Growth. Strategy seeks to provide high levels of current income and consistent dividend growth. The portfolio typically consists of 20 – 25 dividend paying stocks that are forecasted to grow their dividend above the market average. Short-term out-of-the money (OTM) call options are sold on a portion of the underlying stock holdings to generate additional income. By selling OTM call options as opposed to at-the-money call options, the portfolio is able to participate in price appreciation on the stock positions. Balanced (Strategic Income, Vertical Income Portfolio, Select Balance, Multiple Discipline Account) Investment Objective(s): Capital Appreciation and income. Principal Investment Strategies: This objective’s primary goal is to balance capital appreciation and income with more emphasis on income, whereas the Equity Income objective emphasizes capital appreciation. The Select Balanced account’s equity portion is designed to accept some market risk and keep current with inflation. An investor in the Select Balanced objective should be willing to accept some periods of negative returns, although the investor's risk and volatility tolerance should be less than an investor choosing an Equity or Equity Income objective. A Select Balanced investor should have a medium to long- term investment time horizon.

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Eagle provides portfolio management services to the types of clients described below. Where relevant, this disclosure also includes information about the minimum account size necessary to open and maintain each type of client account. See Item 5 for a discussion of Eagle’s compensation for managing each of the following types of client accounts. Institutional Separate Accounts Eagle provides portfolio management services to Institutional Separate Accounts. Eagle’s management of the institutional client’s separate account will be consistent with the particular investment strategy or strategies the client selected for that account. Clients may impose certain limitations or restrictions on Eagle’s discretionary authority. However, Eagle reserves the right not to enter into a contract with a prospective client, or to terminate an agreement with an existing client, if Eagle believes the proposed limitation or restriction is likely to impair its ability to provide services to a client or is administratively or practically infeasible. The menu of investment strategies, which Eagle may make available to Institutional Separate Account clients, is shown below. A brief description of each strategy’s investment objective(s), along with the investment strategies used to achieve the objective and the material risks associated with such investment strategies, is provided in response to Item 8. Additional detail about each strategy may be obtained at no charge by contacting Eagle at 1-800-533-9337. Equity Strategies Enhanced Income Small Cap Growth

Small/Mid Cap Core Mid Cap Growth Mid Cap Core Equity Income Large Cap Core International ADR Fixed Income Strategies Government Securities High Quality Taxable Tax-Aware Tax Aware Fixed Income (Special Fixed Income) Core Fixed ESG Focused Corporate Bond ESG Focused Municipal Bond ESG Focused Tactical Fixed Income Balanced Strategies Strategic Income Portfolio Vertical Income Portfolio Multiple Discipline Account Gibbs Capital Management Core Growth Equity Income Tactical ETF Models Tactical Advantage Portfolio - Conservative Tactical Advantage Portfolio - Conservative Growth Tactical Advantage Portfolio - Moderate Growth Tactical Advantage Portfolio - Growth Direct Indexing Eagle Tax Optimized Core S&P 500 The account minimum for an institutional client separate account is $2 million. Eagle reserves the right in its sole discretion to waive account minimums in certain circumstances. Retail Private Client Separate Accounts From time to time, Eagle may also provide portfolio management services to private clients. Eagle will manage a private client’s separate account consistent with the particular investment strategy or strategies the client selected for that account. Clients may impose certain limitations or restrictions on Eagle’s exercise of its discretionary authority. However, Eagle reserves the right not to enter into a contract with a prospective client, or to terminate an agreement with an existing client, if Eagle believes the proposed limitation or restriction is likely to impair its ability to provide services to a client is administratively or practically infeasible. The menu of investment strategies,

which Eagle may make available to Private Client Separate Account clients, is shown in item 8. A brief description of each strategy’s investment objective(s), along with the investment strategies used to achieve the objective and the material risks associated with such investment strategies, is provided in response to Item 8. Additional detail about each strategy can be obtained at no charge by contacting Eagle at 1-800-237-3101, or on Eagle’s website at www.eagleasset.com. The account minimum for a Private Client Separate Account invested in an equity strategy is typically $100,000. The account minimum for a Private Client Separate Account invested in a fixed income strategy ranges from $350,000 to $1 million, depending on the strategy selected. Eagle reserves the right in its sole discretion to waive account minimums in certain circumstances. Carillon Funds & Exchange-Traded Funds “ETFs” Eagle serves as the investment sub-advisor to certain Carillon Funds and ETFs, which are diversified, open-end management investment companies registered under the Investment Company Act of 1940 (“1940 Act”): Carillon Eagle Small Cap Growth Fund Carillon Eagle Mid Cap Growth Fund Carillon Eagle Growth & Income Fund RJ Eagle Municipal Income ETF RJ Eagle Vertical Income ETF RJ Eagle GCM Dividend Select Income ETF Eagle’s services to each Fund are supervised by Carillon Tower Advisers and the governing board of the Trust. Additional information about each Fund, including the services that Eagle provides and the Funds’ investment objectives, strategies and risks, can be found in the Fund’s prospectuses and statements of additional information. Those documents are publicly available through Carillon Tower Adviser’s website (www.carillontower.com) or through the EDGAR database on the SEC’s website (www.sec.gov), and may be obtained free of charge by contacting the Carillon Funds at 1-800-237-3101. Sub-Advisor to Unaffiliated Investment Companies Eagle provides portfolio management services on a sub-advisory basis to a number of unaffiliated mutual funds. Eagle will enter into a sub-advisory agreement with the principal investment adviser for the mutual fund. The same investment strategies menu available to Institutional Separate Account clients as itemized above is available to sub-advised mutual funds. Account minimums for sub-advised mutual funds vary. Wrap Programs Eagle has been retained as an investment manager under a number of Wrap Programs sponsored by certain unaffiliated sponsors. In a typical Wrap Program arrangement, the client enters into an investment advisory agreement with the sponsor, and the sponsor enters into a sub-advisory agreement with Eagle. The sponsor pays Eagle’s investment advisory fee out of the fee that the sponsor collects from the client.

The sponsor retains responsibility for determining that Eagle’s portfolio management services are suitable for a particular client. The sponsor also remains responsible for monitoring and evaluating Eagle’s performance on the client’s behalf, for executing brokerage transactions within the client’s account, and for providing custodial services for the client’s assets. Eagle’s sub-advisory agreement with a Wrap Program sponsor typically provides that Eagle will maintain exclusive investment discretion over the purchase and sale of securities and other investments within the client’s account, consistent with the particular investment strategy the client selected, and the capabilities of the client’s custodian. The investment strategies Eagle makes available to Wrap Program clients vary from one Wrap Program to another; currently, not all of Eagle’s strategies are available in every Wrap Program. Each Wrap Program sponsor imposes a minimum account size to open and maintain an account. Typical Wrap Program account minimums range from $50,000 to $100,000 for equity strategies and from $200,000 to $300,000 for fixed income strategies. Eagle reserves the right in its sole discretion to waive account minimums in certain circumstances. For a complete list of the Wrap Programs in which Eagle may participate, see Eagle’s Form ADV Part 1available on the SEC’s web site, www.advsierinfo.sec.gov, or by contacting Eagle’s Chief Compliance Officer at 1-800-237-3101, or visiting www.eagleasset.com. Unified Managed Account (“UMA”) Programs Eagle offers model portfolios to UMA Program sponsors for a fee. These UMA Program sponsors use Eagle’s model portfolios as one input in developing the sponsors’ investment recommendations to their clients and managing their clients’ accounts. When a UMA Program sponsor engages Eagle, Eagle constructs model portfolios that correspond to each Eagle investment strategy selected by the sponsor. Eagle provides the UMA Program sponsor with reports identifying Eagle’s recommendations as to the securities to be purchased, sold, and held from time to time in each UMA Program account, as well as the percentage of the model portfolio that would be invested in each security. Eagle provides this information to the UMA Program sponsor at or near the same time Eagle updates its model portfolios. UMA Program sponsors retain sole authority and responsibility for managing their clients’ accounts. Each UMA Program sponsor provides individualized investment advice and portfolio management services to its clients, and may or may not decide to implement any and or all of Eagle’s recommendations as to the securities and other property to be held within an account. In the event that a UMA Program sponsor determines to follow Eagle’s recommendation regarding the purchase or sale of any securities or other investments, the UMA Program sponsor may purchase and sell those investments within its clients’ accounts at the same time, or after Eagle purchases and sells those investments within the corresponding Eagle strategy. The resulting UMA Program sponsor’s trading activity could have a positive or negative impact on Eagle’s ability to execute trades for Eagle’s clients. This is because the UMA Program sponsor’s trading activity may affect the availability of securities in the marketplace and the securities’ prices. Eagle mitigates the potential effect of this trading activity by pursuing the practices described in “Trade Rotation” under Item 12. Private Investment Funds None at this time

Some clients have entered into performance fee arrangements with Eagle. Eagle offers performance fee arrangements when allowed by law. A performance fee arrangement is a method of compensating an investment adviser on the basis of a share of the gains or appreciation of the assets under management. Eagle typically requires that performance fee accounts have a minimum account size of $2,000,000. The fee structure consists of a base fee and a performance fee. The base fee for equity and fixed income objectives is negotiable and the performance fee, if earned, will be calculated as follows: The typical annual performance fee will be equal to 25 percent to 35 percent of the amount, if any, by which the fair market value (as described below) of the assets held in an Eagle account exceeds an assumed amount equal to the value such assets would have held had the value of the account on its inception date been invested in the appropriate index (with dividends reinvested) for the client's particular account objective, ( e.g., the Standard & Poor’s 500 Index (“S&P 500 Index”)) for the Large Cap Core objectives, the Russell 2000 Growth Index for the Small Cap Growth objective and the Bloomberg Barclays Intermediate Government/Corporate Index (“BBIGC”) for the Fixed Core objective (Note: The S & P 500 Index covers 500 industrial, utility, transportation, and financial companies of the U.S. markets, and it represents about 75 percent of NYSE market capitalization and 30 percent of NYSE issues. The Russell 2000 Index consists of 2,000 U.S. companies and is a widely used measure of small capitalization stock performance. The LBIGC measures the performance of approximately 2800 bonds with maturities between 1 and 9.99 years. The performance fee for a given year will be the cumulative performance fee from the account's inception date less the total amount of performance fees paid in prior years. If the cumulative performance fee is less than the total amount of performance fees paid with respect to prior years, no fee refund will be due to the client.

Eagle’s performance is contingent upon the return experienced by the client, which is computed based upon unrealized and realized appreciation of assets in the client's account. Accounts participating in a performance fee arrangement may pay Eagle more compensation when compared to standard fee rates. Performance fee arrangements are not be available for all asset classes and must be approved by Eagle on a case-by-case basis. Performance fee rates are negotiable. Clients can negotiate the base fee rate, performance fee rate, the index used to calculate the performance fee, or the use of no index in calculating the performance fee. Any performance fee that Eagle charges is intended to comply with the Eagle’s Investment Advisory Agreements Policy and Rule 205-3 requirements under the Investment Advisers Act of 1940 (the “Adviser’s Act”). Eagle may also be perceived to have an incentive to favor accounts that it charges a performance fee over other types of client accounts by allocating more profitable investments to performance fee accounts or by devoting more resources toward the accounts’ management. Eagle seeks to mitigate the potential conflicts of interest which could potentially arise from managing accounts that bear a performance fee by monitoring and diligently enforcing its policies and procedures, including those related to investment allocation, and complying with its Investment Advisory Agreements Policy and Rule 205-3 as stated above. Performance Fee – Account Valuation Methodology Fair market value for purposes of computing Eagle’s compensation, if any, is determined by valuing the assets as follows: (1) Cash and cash equivalents shall be valued at face amount. (2) Notes, bonds and other debt instruments' current market value shall be determined based on market quotations, or, if such quotations are not readily available, market value will be determined based on coupon, maturity, rating, liquidity, industry factors, company factors, and management. (3) Common stock and other equity securities shall have a value equal to their respective closing prices as quoted by the NYSE or the NASDAQ Stock Exchange (“NASDAQ”) system on the last business day preceding the day on which fair market value is being determined. (4) Interest and dividends shall be accrued to the last business day preceding the day on which fair market value is being determined.

If a performance fee agreement is terminated prior to one year from the agreement’s inception date, Eagle’s fee shall be equal to the management fee rate set forth in the client agreement from inception to the termination date, less base fee payments. Eagle will request the custodian to deduct its compensation from the assets prior to returning the assets to the client. Side-by-Side Management by Affiliate Advisers RJIM affiliated investment advisers Eagle, Scout-Reams, ClariVest, Chartwell and Cougar share internal equity and fixed income investment research. Our effort in this area includes performing industry and company research, employing reviews of corporate activities, conducting management interviews and interviews with industry and subject matter experts, analyzing company-prepared information, including financial information published by companies, and conducting on-site visits with participants in the industry, such as suppliers and competitors. Investment personnel and analysts of the affiliated investment advisers collaborate across investment strategies to assist in developing portfolio ideas on behalf of all clients to ensure that all clients benefit from the shared research platform. Execution of investment ideas and investment decisions are the exclusive responsibility of the portfolio managers named under the corresponding investment strategy according to each strategy’s philosophy and mandate.

Eagle is an investment adviser registered with the SEC and is a subsidiary of Carillon Tower Advisers, Inc. (“CTA”) currently doing business as Raymond James Investment Management (“RJIM”). Formed in 2015, CTA/RJIM is an SEC registered investment adviser CTA/RJIM provides advisory services to private Hedge Funds and the Carillon family of mutual funds (collectively “the funds”) by employing affiliated investment advisers to manage the Funds under a sub-advisory arrangement. CTA/RJIM does not contract directly with retail or institutional clients in providing portfolio management services. CTA/RJIM strategy is to be a service provider to affiliated investment advisers allowing them to utilize CTA/RJIM global product distribution, operations, and technology to enhance their growth and capabilities. Certain Eagle employees are also employees of CTA/RJIM. CTA/RJIM is a subsidiary of Raymond James Financial, Inc. (NYSE-RJF), a publicly owned company. RJF is a diversified financial services bank holding company whose subsidiaries engage primarily in securities brokerage, investment banking, asset management, and banking services. Its three principal wholly owned broker-dealer subsidiaries are Raymond James & Associates, Inc. (RJA), Raymond James Financial Services, Inc. (RJFS), Raymond James Limited.

RJA and RJFS (and its affiliate Raymond James Financial Services Advisors, Inc.) are registered with the SEC as broker-dealers and investment advisers and are FINRA members. RJA is a member of the New York, American, Chicago, Philadelphia, and Boston stock exchanges and the Chicago Board Options Exchange. Eagle serves as a sub-advisor for RJA’s sponsored Wrap Program, Raymond James Consulting Services. RJF and RJA may perform certain administrative services for Eagle. RJA engages in investment banking activities and may work with companies that issue securities in which Eagle may be trading. Since Eagle and RJA are affiliates, this may appear to be a conflict of interest. The potential conflict of interest is mitigated by RJA’s “Chinese Wall” policies and procedures which prevent information from being disseminated to parties outside the Investment Banking division. In addition to RJA’s Chinese Wall procedures, Eagle has insider trading policies and procedures that are designed to prevent and detect any misuse of non-public information. As described above, Eagle serves as an investment sub-adviser to three Carillon Funds. Carillon Fund Distributors, Inc. (“CFD”) is Eagle’s wholly owned subsidiary. CFD is the Carillon Funds’ principal underwriter and distributor. CFD enters into selling agreements with affiliated and unaffiliated broker-dealers and other financial intermediaries to distribute and provide other services relative to the purchase of these shares. Eagle is affiliated with Scout Investments, Inc. and Reams Asset Management (a division of Scout Investments) (“Scout”). Scout is an investment adviser registered with the SEC and acts as investment adviser to mutual funds, corporations, foundations, pension and profit-sharing plans, state and municipal government entities. Reams Asset Management (“Reams”) is the fixed income division of Scout. Eagle is affiliated with Chartwell Investment Partners, Chartwell is an investment adviser registered with the SEC and acts as investment adviser to individuals, corporations, foundations, pension and profit-sharing plans, state and municipal government entities. Chartwell is a sub-advisor to various investment companies and wrap programs with unaffiliated broker dealers. On April 1, 2019, Eagle completed the purchase of ClariVest Asset Management LLC, creating a strategic relationship and providing additional distribution opportunities for ClariVest products. Pursuant to an agreement, ClariVest has retained CTA/RJIM to act as a solicitor on ClariVest’s behalf, whereby CTA/RJIM introduces prospective investment advisory clients to ClariVest. Eagle, and subsequently CTA/RJIM, also entered into a service agreement with ClariVest for sharing personnel and expenses. Certain portfolio managers of ClariVest are also employed by Eagle to manage the Eagle Large Cap strategy and International ADR strategy. These “dual hatted” employees are subject to certain policies and procedures of both Eagle and ClariVest. Eagle is affiliated with Raymond James Trust N.A. (“RJ Trust”) which is a wholly owned subsidiary of RJF. RJ Trust offers personal trust services, including serving as trustee or as an agent or custodian for individual trustees. Eagle has a consulting agreement with RJ Trust whereby Eagle provides investment advice concerning prospective and existing RJ Trust investments. Eagle is deemed an independent contractor to RJ Trust and will not have custody of any assets of RJ

Trust nor authority to act for or represent RJ Trust. Eagle is affiliated with Raymond James Bank, FSB (“RJ Bank”), which is also a wholly owned subsidiary of RJF. RJ Bank offers a full range of banking services. Eagle is affiliated with Raymond James Insurance Group a wholly owned subsidiary of RJF, which acts as a general insurance agent. Eagle is affiliated with Cougar Global Investments Ltd. (“Cougar Global”) a solutions-focused asset manager headquartered in Toronto, Canada. Cougar Global is registered and regulated by the Ontario Securities Commission and is registered as a non-resident advisor with the SEC. Eagle offers Cougar Global strategies as part of a sub-advisory agreement between Eagle and Cougar. Eagle is affiliated with Raymond James Investment Services Limited a wholly owned subsidiary of RJF, which acts as the primary business unit offering investment management services to European clients. Eagle is affiliated with Alex.Brown a division of Raymond James & Associates. Eagle is affiliated with 3 Macs (MacDougall, MacDougal & MacTier) a division of Raymond James. With respect to cash reserves of accounts Eagle advises, the client and/or the custodian (not Eagle), will determine where cash reserves are held. Where an unaffiliated third party acts as custodian of account assets, the client and/or the custodian will determine where cash reserves are held. The cash portion of an Eagle account may be swept to RJ Bank in an interest bearing account in accounts for which RJA acts as custodian, RJA will determine where cash reserves are held. The custodian may offer one or multiple options to different account types (such as non-taxable and managed accounts) which may be included in a program that automatically transfers balances to a cash reserve (“Sweep Program”). The custodian may, among other things, consider terms and conditions, risks, features, conflicts of interest, current interest rates, how future interest rates will be determined, and the nature and extent of insurance coverage (such as deposit protection from the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection Corporation). The custodian may add or remove an investment option at any time by providing the client with thirty (30) days advance written notice of such change, modification or amendment. Sweep Program options include the RJ Bank Deposit Program ("RJBDP"), the RJA Credit Interest Program (“CIP”), which RJA sponsors, and a proprietary class of money market. Clients selecting the RJBDP option are responsible for monitoring the total amount of deposits held at each bank in order to determine the extent of FDIC insurance coverage available. RJ Bank/RJA is not responsible for any insured or uninsured portion of client deposits at any bank. RJ Bank’s (an RJA affiliate) interest rate on its Sweep Program options may differ from the yield on CIP, but RJ Bank generally earns more than the interest it pays on such balances. RJ Bank generally earns a higher rate of interest on CIP balances than the interest rate it pays on such balances. The income RJ Bank earns, is in addition to the asset-based fees that RJ Bank receives from

these accounts. In RJA’s Sweep Program, cash balances arising from the sale of securities, redemptions of debt securities, dividend and interest payments, and funds received from customers are invested automatically on a daily basis. When securities are sold, funds are deposited on the day after settlement date. Funds placed in a client's account by personal check usually will not be invested until the second business day following the day that the deposit is credited to the client's account. Due to the these practices, RJA may obtain federal funds prior to the date that deposits are credited to client accounts and may realize some benefit because of this. For further information, please refer to the Sweep Programs disclosure statement, which is available from your financial advisor or on the Raymond James Financial public website, www.raymondjames.com. Certain Eagle employees act as RJA registered representatives when there are mutual clients. These employees may receive additional compensation as registered representatives. Eagle's policy is to ensure that its investment advisory clients’ interests receive the highest priority. Such employees may recommend that a brokerage client invest in an Eagle account. The employee's compensation may be based, in part, on revenues Eagle earns in connection with the management of these new accounts; thus, the employee may have an incentive to recommend that a client invest in an Eagle account. In such a situation, Eagle will manage an account only when it is assured that the objective is suitable for the client and no conflict of interest exists upon review of the client’s investor profile. In addition to compensation arrangements discussed in Items 5 and 6, Eagle and its affiliates make certain intercompany payments to compensate each other for performing various administrative services, which may be terminated, modified or suspended at any time. Potential Conflicts of Interest Eagle’s services for the Carillon Funds or for the Private Funds may be perceived to create potential conflicts of interest. These potential conflicts are identified in Item 5, Fees and Compensation under “Fees for Private Investment Funds,” Item 6, Performance-Based Fees and Side-By-Side Management. RJA and other RJF subsidiaries act as general partners of partnerships for which Eagle clients may be solicited as limited partners. Eagle does not invest assets of clients' accounts in such limited partnerships. Officers and employees of RJF and its subsidiaries may have investment interest in such investment partnerships. From time to time, our sales personnel have financial incentives to promote the sale of one or more strategies over other strategies. Eagle’s affiliate, RJIM, offers a differentiated compensation model to its sales team which provides a variable compensation rate depending on the asset class and/or manager. This compensation model could lead to a potential conflict of interest since the sales associates may be compensated a higher amount for offering a certain type of investment over another. The compensation model is updated on a regular basis and will vary from time to time.

Eagle and its parent company RJIM have established a Code of Ethics and Insider Trading Policy and Procedure which details personal trading guidelines and restrictions. These guidelines and restrictions must be followed for all transactions (purchase and sale) in all Eagle employee, employee family members (including the spouse, minor children and adults living in the same household as the employee) accounts, and Trusts of which they are the trustee or in which they have a beneficial interest. Eagle employees must pre-clear all personal securities transactions which includes open end mutual funds where Eagle, or its RJIM affiliates, performs investment advisory services as either an advisor or sub-advisor. The only exception to preclearing are options on a broad-based, publicly traded market basket or index of stocks (e.g. S&P 500 index); and U.S. Government Securities. Eagle employees may, on occasion, buy or sell securities for themselves that Eagle recommends or buys or sells for their client portfolios. However, such transactions may not be effected when they are adverse to clients’ interests. Eagle employees may not buy or sell securities for their own account until transactions of securities in clients’ accounts are completed, unless they qualify for an exception under the Code of Ethics policy. Obtaining pre-clearance for a trade does not guarantee that the trade will not be reversed later should a portfolio manager effect a subsequent trade in the same security, even if the employee had no knowledge of the portfolio manager’s intent to effect that trade. All employees are prohibited from acquiring securities in any initial public offering. Eagle employees must forward copies of confirmations for their brokerage accounts and accounts of immediate family members living in the same household, to the designated Compliance Officer. Confirmations will be cross referenced against the pre-clearance log to verify approval. Employees must submit required quarterly reports of securities transactions (or furnish brokerage statements) and must certify, at least annually, receipt of and compliance with the Code of Ethics and Insider Trading Policy and Procedure. For a copy of the Eagle Code of Ethics and Insider Trading Policy and Procedure please call 1-800-237-3101 or write to: Eagle Compliance, 880 Carillon Parkway, PO Box 10520, St Petersburg Florida, 33716.

Cross-Trading Policy RJA is Eagle’s affiliate and, as principal, buys securities for itself from or sells securities it owns to its clients. In no instance will RJA act as principal in transactions involving Eagle’s accounts. As a broker/dealer, clients often use RJA to execute portfolio transactions. These transactions are governed by SEC regulation regarding disclosure requirements, best execution, and other requirements. On occasion, Eagle may effect a transaction through RJA in which RJA acts as broker for both the Eagle client and the other party to the transaction, also known as an agency cross transaction. In such instances, Eagle will obtain consent from the client, and it will disclose all material information concerning the transaction to the client, in accordance with the requirements of Rule 206(3)-2 under the Advisers Act. On occasion, RJA recommends to its clients that they buy or sell securities which RJA has an interest in as a market maker or general partner. RJA buys or sells securities on its own behalf that it recommends to its clients. Eagle employees may purchase securities for their own accounts which Eagle recommends or purchase for clients. Cross trades involve the transfer, sale, or purchase of assets from one client to another client without the use of a broker-dealer. Eagle may engage in cross trading where permissible, if it determines that such action would be favorable to both clients and the conditions for the transaction fair to both parties. In such circumstances, Eagle will not receive compensation for the transaction. Eagle has adopted a Cross-Trading Policy to address any potential conflicts that might arise from effecting trades between client accounts. This policy prohibits Eagle from purchasing or selling investments from or to clients for its own account, and prohibits Eagle from effecting a trade between clients if one of the clients is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) client. The policy permits Eagle to effect trades between client accounts which are not mutual funds subject to certain restrictions, including the requirements that: • Each trade is effected at the independently determined current market price of the investment; • Eagle receives no compensation for effecting the trade; and • The trade is disclosed to the clients. The policy similarly permits Eagle to affect trades between its mutual fund clients subject to restrictions, including the requirements that the trade is affected at the “current market price” determined in accordance with SEC rules, and no brokerage commission is charged on the trade. Any cross trades involving U.S. registered open-end and closed-end investment companies are carried out in accordance with Rule 17a-7 under the 1940 Act and applicable policies and procedures.

Impartial Conduct Standards (ERISA Accounts) Raymond James Wrap Programs Raymond James and your financial advisor will act in providing investment advice under accounts subject to Section 3(21)(A)(ii) of ERISA in compliance with the Department of Labor’s Impartial Conduct Standards, as follows: (1) Raymond James and your advisor will act in your best interest, meaning that our recommendations will reflect the care, skill, prudence and diligence that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on your stated investment objectives, risk tolerance, financial circumstances and investment needs under the circumstances then prevailing, without regard to the financial or other interests of Raymond James or your financial advisor. (2) Raymond James, your advisor, Raymond James’s affiliates and related entities will not receive either directly or indirectly as a result of providing investment advice to you, any compensation that in is in excess of reasonable compensation within the meaning of ERISA. (3) Statements that Raymond James and your advisor make to you concerning investment recommendations, fees and compensation received by Raymond James or your advisor, material conflicts of interest of Raymond James or your advisor, and any other matters relevant to your investment decision, will not be materially misleading at the time they are made.

Selection of Broker-Dealers to Execute Transactions in Client Accounts

General Practices In exercising investment discretion over client accounts, or in responding to specific client instructions, Eagle places orders with broker-dealers to execute transactions for the accounts. When trading errors occur for which Eagle is responsible, Eagle's policy is to make the client whole by correcting the error (i.e., to restore the client's account to the position it would have been in if the error had not occurred). The process of correction may result in cash shortfalls or overages and such amounts are credited or debited to Eagle's trading error account. Institutional clients typically give Eagle the authority to determine which broker-dealer will execute transactions. Eagle may, from time to time, direct transactions through RJA, its broker-dealer affiliate, unless the client prohibits trading through an affiliate. Where Eagle has the authority to select the broker-dealer, Eagle's objective in effecting portfolio transactions is to use its best efforts to obtain the best available price and most favorable execution. Retail clients select which brokerage firms should effect their transactions. The client designates the registered representative and brokerage firm in the investment management agreement. Registered representatives of brokerage firms, both affiliated and non-affiliated with Eagle, solicit persons to become Eagle clients. Brokerage Practices - Retail Client Accounts Eagle does not negotiate commission rates with the brokerage firm the client designates or any registered representative of such brokerage firm for retail client’s accounts. Clients may negotiate commission rates with the registered representative or other representative of the designated firm. The factors involved in a negotiation may include the size of a client's account, the brokerage firm's policy with respect to discounts, the client's relationship with the firm's representative, and other factors. Unless the client negotiates a lower rate, the client should expect that the designated

brokerage firm will charge commissions based upon the firm’s established, non-discounted commission schedule. Certain Eagle clients negotiate and receive commission discounts in varying amounts. Eagle does not negotiate volume commission discounts on aggregate or “block" transactions with the broker-dealer executing transactions for retail clients. Therefore, some clients may pay lower commissions than other clients in similar transactions or in a "block" transaction where securities are purchased or sold for more than one client in a single transaction. Clients will not necessarily obtain commission rates or execution of transactions as favorable as those through an investment advisor that selects brokerage firms and negotiates rates for retail clients. Clients directing brokerage may also incur other transaction costs, greater spreads, or receive less favorable net prices on transactions for their accounts. As a result of the foregoing, a potential conflict exists between the interest of Eagle's clients in obtaining the lowest commission and Eagle's receipt of future referrals from the client's brokerdealer. Accounts of retail clients generally do not participate in allocations of securities purchased in public offerings. (Please see the section "Public Offerings" for more information). Broker-dealers often offer their clients more than one option of paying for the brokerage services they provide in connection with managed accounts. Such services may include execution services, custody of securities, as well as investment planning services, the selection, and monitoring of various asset managers. The payment options offered are often related to the level of services provided, and they can range from all-inclusive fee arrangements to straight commissions only. Clients should contact their broker-dealer and discuss the various options and services their brokerdealer provides. The broker-dealers affiliated with Eagle offer their clients two payment options for their Eagle managed accounts. The first option is a commission payment for each transaction in the account, as transactions occur, at the rate the client and the broker/dealer negotiated. The registered representative receives a portion of such commissions as compensation. The second option is an annualized, asset-based fee calculated as a fixed percentage (e.g., 1.5 % to 3 %) of assets under management in the account. The client does not pay a commission on each transaction in the account. The client and the broker-dealer or its registered representative may negotiate the assetbased fee. The registered representative receives a portion of the asset-based fee as compensation. The asset-based fee is paid quarterly, in advance, based on the account asset value on the last business day of the previous calendar quarter. Accounts opened during a quarter are billed a pro-rata fee for the remainder of the quarter based upon the value of the assets initially contributed to the account. Accounts closed during a quarter will be reimbursed a prorated amount of the fee based on the assets during the quarter, additionally withdrawals in excess of 50% of the account value in a single day in the first two months of the quarter, may see a fee adjustment during the quarter. When deciding on the most appropriate payment option, clients should consider that asset-based fee arrangements, when compared with the traditional commission option, generally result in lower costs during periods when trading activity is heavier, such as the year an account is established. When trading activity is lower, asset based fees may result in a higher annual costs.

The commission option a client chooses will have no effect on Eagle’s level of trading activity in an account. Eagle conducts portfolio management independently of how the client pays for brokerage services. Some clients favor the asset-based fee because it fixes their brokerage cost at a predetermined level; whereas this may be unsuitable for other clients because they anticipate their accounts will have low turnover. Clients are entitled to know the exact brokerage fee amount, the services provided for that fee, and anticipated turnover in the account. Section 11(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), requires a client’s prior consent for an adviser to uses an affiliated broker/dealer to effect a transaction on an exchange of which the affiliated broker-dealer is a member. Specifically, a client consents, in the absence of contrary instructions, to an affiliated broker-dealer (in Eagle’s case, RJA) acting as broker for the account when permitted by applicable law. In compliance with federal securities laws, Eagle sends clients an annual letter detailing Eagle’s obligations relating to satisfying Section 11(a) of the Exchange Act. Eagle, from time to time, may purchase and sell securities for client accounts referred by affiliated brokers through unaffiliated broker-dealers using RJA as "Prime Broker" for these client accounts. Eagle will do this if it determines that it will achieve more favorable transaction execution. Eagle may also utilize a procedure known as "step-out trading," under which a block (aggregated) trade for a security for both institutional accounts and retail accounts referred by a broker-dealer is effected by another broker, who then "steps-out" the retail portion of the trade to the broker-dealer, who receives compensation for the transaction with respect to the retail accounts and records the transaction for its clients' accounts. Eagle uses step out trading when in its judgment it will achieve more favorable execution for its client accounts. Brokerage

Practices

Institutional Accounts When institutional clients grant Eagle brokerage discretion, Eagle's general policy is to use its best efforts to obtain the best available price and most favorable execution for all portfolio transactions executed on its clients’ behalf. "Best available price and most favorable execution" is defined to mean the execution of a particular transaction at the price and commission that provides the most favorable cost or proceeds reasonably obtainable under the circumstances. However as explained more fully later in this section, Eagle may pay higher (i.e., more than the lowest available commission rate) commissions in return for brokerage and research services. When selecting broker-dealers to execute clients' portfolio transactions, Eagle considers such factors as the security price, commission rate, size and difficulty of execution of the order, the reliability, integrity, financial condition, general execution and operational capabilities of competing brokers and dealers, and the brokerage and research services they provide. It is not Eagle’s policy to seek the lowest available commission rate where it believes that a broker or dealer charging a higher commission rate would offer greater reliability or provide better price or execution. Eagle also uses electronic crossing networks (ECNs), crossing networks, and algorithmic trading programs to select institutional account brokers. As a general policy, Eagle and its affiliates do not receive rebates or payments for order flow with ECNs or other broker-dealers, despite the ability to

receive them. If Eagle receives a rebate or payment for order flow, it allocates them in the clients’ best interests. Fixed Income Securities Eagle generally purchases fixed income securities from the issuer or a primary market-maker acting as principal for the securities on a net basis. The client does not pay a brokerage commission, although the price could include an undisclosed compensation. Evaluating Reasonableness of Brokerage Commissions Eagle continually evaluates the reasonableness of commission rates in the marketplace for transactions executed on its client’s behalf. Eagle considers: a) Rates other institutional investors are paying, based on available public information; b) Rates quoted by brokers and dealers; c) The size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; d) The complexity of a particular transaction relative to execution and settlement; e) The level and type of business done with a particular firm over a period of time; and f)

The extent to which the broker or dealer has capital at risk in the transaction.

Description of Research Services Received from Broker-Dealers Eagle receives a wide range of research services from broker-dealers including its affiliate, RJA. These services may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. Eagle received research services primarily as written reports, computer generated services, and personal meetings with security analysts. Research services may also take the form of meetings arranged with corporate and industry spokespersons, economists, academicians and government representatives. The research services broker-dealers provide are supplemental to Eagle’s own research effort and, when utilized, are subject to Eagle’s internal analysis before incorporation into its investment process. Practically, it is impossible for Eagle’s research staff to generate all the research and information broker-dealers presently provide. Eagle pays cash for certain research services external sources generate. Eagle’s research expenses could materially increase if it attempted to generate the additional research brokerages provide. Commissions to Brokers Who Furnish Research Services Eagle has a brokerage allocation policy embodying the concepts of Section 28(e) of the Exchange Act ("Section 28(e)").This section permits an investment adviser to cause an account to pay commission rates in excess of another broker-dealer’s rates for effecting the same transaction, if the adviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided. Eagle may use the research broker-dealers provide for the benefit of all institutional and retail accounts not just for the account that generated the commissions.

Eagle sometimes uses commissions from certain institutional accounts to obtain appropriate investment decision-making assistance such as quotation equipment. These tools may assist in trade execution, or provide important market related news and developments. Eagle has arrangements whereby it obtains research products and services in addition to brokerage services from brokers in exchange for directing client trades to these brokers. These arrangements are known as “soft dollar” arrangements. The research products and services these soft dollar arrangements provide assist Eagle in investment decision making for its client accounts. The research products and services can either be proprietary (created and provided by the broker) or third party (created by a third party but provided to Eagle by the broker) and include:

Economic research Interest rate and bond research Technical research Portfolio management research Financial news and other publications

Industry and company research Industry and company computer screening ability Commodity research Stock and bond quote services

Read the rest in the brochure

PROMOTERS, CLIENT REFERRALS AND OTHER COMPENSATION

Compensation to Promoters for Client Referrals Certain registered representatives receive special management fee discounts when their individual and related accounts achieving certain asset levels. Eagle also has a program for registered representatives of its affiliated broker-dealers (RJA and RJFS) who refer institutional clients to Eagle. Eagle will pay these representatives a fee equal to a percentage of the management fees Eagle earns. Eagle created this program naming it the Institutional Account Participation Program (IAPP). Institutional clients in the IAPP should be aware that a potential conflict of interest may exist where Eagle pays a portion of its management fee to the affiliated registered representative for referring the account to Eagle. The registered representative receives a larger fee from Eagle in the initial year than in subsequent years. Eagle will, on a very limited basis, pay a fee equal to a percentage of the management fee to a registered representative whose client(s) maintains substantial assets under management with Eagle, and negotiates an institutional type brokerage arrangement with the referring account executive's firm. Eagle’s affiliated investment advisers form arrangements with certain professional individuals (such as lawyers and accountants), to pay referral fees for advisory clients for managed account programs referred to these advisers. Eagle may offer managed account services to these accounts. Eagle has entered into referral fee arrangements with unaffiliated persons. These arrangements comply with Rule 206(4)-3 requirements under the Advisers Act. Non-Cash Compensation B-Trade Services LLC (“B-Trade”): Eagle has an arrangement with B-Trade, a broker-dealer, whereby B-Trade provides Eagle with Bloomberg terminals to facilitate trading. B-Trade provides these Bloomberg terminals at no cost to Eagle as long as Eagle maintains a certain level of trading activity through B-Trade. Eagle is under no obligation to transact client trades through B-Trade and clients do not incur additional commission costs associated with portfolio transactions through B-

Trade. Distribution of Carillon Funds: Eagle’s subsidiary Carillon Fund Distributors, Inc. pays compensation to broker-dealers and other entities that distribute Carillon Fund shares. The Funds’ Prospectus and Statements of Additional Information contain details of the compensation. The Funds may reimburse Eagle for amounts it pays pursuant to plans and agreements adopted by the Funds pursuant to Rule 12b-1 under the 1940 Act (“12b-1 Fees”). Payments to Financial Intermediaries with Respect to Carillon Funds Carillon Tower Advisers (“CTA”) or one or more of its affiliates makes cash payments to financial intermediaries for the promotion and sale of the Carillon Fund shares. CTA will also make cash payments to one or more of its affiliates. Cash payments include cash revenue sharing payments and other payments for administrative services, transaction-processing services, and marketing support services. CTA or its affiliates make these payments from their own resources. RJA makes these payments to financial intermediaries from the retention of underwriting concessions or 12b1 fees. In this context, the term “financial intermediaries” includes any broker, dealer, bank (including bank trust departments) trust company, registered investment adviser, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with CTA and/or an affiliate. CTA may modify, terminate, or suspend any cash payments payable to affiliates. CTA or its affiliates make revenue sharing payments as incentives to certain financial intermediaries to promote and sell Carillon Fund shares. CTA and its affiliates may receive the following benefits for these payments: placing the funds on the financial advisor’s funds sales system, possibly placing the funds on the financial intermediary’s preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial intermediary’s sales force or to the financial intermediary’s management. Revenue sharing payments are sometimes referred to as “shelf space” payments because the payments compensate the financial intermediary for including the funds in its fund sales system (on its “sales shelf”). CTA and its affiliates compensate financial intermediaries differently depending on the level and/or type of considerations the financial intermediary provides. The revenue sharing payments CTA or its affiliates make are often calculated on the average daily net assets of the applicable Carillon Funds attributable to that particular financial intermediary (“Asset-Based Payments”). Asset-Based Payments create incentives to retain previously sold Carillon Fund shares in investor accounts. Revenue sharing payments may be calculated on new Carillon Fund share sales attributable to a particular financial intermediary (“Sales-Based Payments”). Sales-Based Payments create incentives for the financial intermediary to, among other things; sell more shares of a particular Carillon Fund or to switch investments between the Carillon Fund. CTA or its affiliates will make payments to certain financial intermediaries for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements), or for providing certain marketing support services (such as financial assistance for conferences, seminars, or sales/training

programs where CTA or its affiliates’ personnel may make presentations on the Funds to the financial intermediary’s sales force). Financial intermediaries earn profits on these payments for these marketing support services, since the payment amount often exceeds the cost of providing the service. Certain payments are subject to limitations under applicable law. An affiliate may make payments to financial intermediaries for these services if they replace services the Funds’ transfer agent would otherwise provide, or the Funds would have to pay for. The Funds generally reimburse the affiliate for these payments as they represent transfer agent out-of-pocket expenses. CTA or its affiliates may modify, suspend, or terminate payments to financial intermediaries. CTA and its affiliates are motivated to make the payments described above since they promote Fund sales and the financial intermediary’s client investment retention in the Funds. To the extent financial intermediaries sell or retain more Fund shares in their clients’ accounts, Eagle and its affiliates benefit from the incremental management and other fees The Funds pay based on those assets. Since CTA and its affiliates are each RJF subsidiaries, and RJF benefits from any incremental revenue derived from fees paid by its subsidiaries, there may appear to be a conflict of interest. However, RJF affiliated financial advisers do not receive additional compensation or other cash or non-cash incentives for recommending Carillon mutual funds. You can find further details about these payments and the services financial intermediaries in the Carillon Funds’ registration statement. In certain cases, these payments could be significant to the financial intermediary. Your financial intermediary may charge you additional fees or commissions other than those disclosed in a Fund’s Prospectus. You can ask your financial intermediary about any payments it receives from CTA, its affiliates, or the Funds, as well as fees and/or commissions it charges. In transactions that involve brokerage commissions, as permitted by Section 28(e) of the Exchange Act and sub-advisory contract, Eagle or a sub-advisor may cause a client to pay a broker-dealer which provides “brokerage and research services” (as defined in the Exchange Act) a disclosed commission for effecting a securities transaction for the client in excess of the commission which another broker-dealer would have charged for effecting that transaction without the brokerage and research services. Client Referrals Eagle is a party to written solicitation agreements with third party solicitors whereby solicitors may introduce prospective clients to Eagle. Under these agreements, Eagle agrees to pay the solicitor a portion or percentage of the investment management fee Eagle receives from certain investment management clients who engage Eagle during the term of the agreement. These percentages generally range from 10 percent to 20 percent. A solicitor may be subject to conflicts of interest arising from these arrangements, because the payments might induce the solicitor to recommend

an investment manager to a client, which the solicitor might not otherwise recommend if there was no payment. Eagle enters into solicitation agreements, and pays fees under these agreements, in accordance with Rules 206(4)-3 and 206(4)-5 under the Advisers Act. Eagle and the solicitors are not affiliated persons as defined in the Advisers Act. Eagle has an arrangement with its affiliate, Raymond James Financial International Limited, UK (“RJFIL”), based in the UK and regulated by the FCA; whereby certain RJFIL employees may introduce certain institutional clients to Eagle for which they are paid a referral fee. As noted in Item 10 Eagle owns ClariVest Asset Management LLC (“ClariVest”), creating a strategic relationship and providing additional distribution opportunities for ClariVest products. Eagle entered into a Sales, Marketing and Client Services Agreement with ClariVest. That agreement was subsequently assigned to Eagle affiliate Carillon Tower Advisers (“CTA”) Pursuant to the agreement, ClariVest, an affiliate of Eagle, has retained CTA to act as a solicitor on ClariVest’s behalf, whereby CTA introduces prospective investment advisory clients to ClariVest. ClariVest pays CTA up to twenty percent of the investment management fee ClariVest receives from certain investment clients who engage ClariVest during the term of the agreement. Eagle also entered into a service agreement with ClariVest for sharing certain personnel and expenses. Education and Marketing Support Eagle actively educates consultants, broker-dealers, and other financial intermediaries (collectively, “Consultants”) about its advisory services. Eagle sponsors educational events where its representatives meet with Consultants and sometimes their clients. Eagle will use its own resources to sometimes pay for part of the costs associated with educational events. Clients should ask their Consultant for details of any Eagle payments they receive.

Neither Eagle, nor any of its management persons, has been the subject of any material legal or disciplinary action.

Eagle does not assign reviewers a specific number of accounts to review. These reviewers ensure that all accounts in an objective receive equitable investment allocations in accordance with account guidelines or restrictions. The equity portions of Select Balanced accounts are reviewed by the selected equity manager and his/her staff, and the fixed income portions are reviewed by the selected fixed income manager and his/her staff. Further, mutual funds are reviewed by their respective chief compliance officers and staff. Investment accounts are reviewed in several different ways to meet our fiduciary duty. On an ongoing basis, the portfolio management team will review accounts to ensure they remain in line the with the investment strategy model. Additionally, the Institutional team will review accounts on an ongoing basis with clients and will provide any necessary reports. The compliance team will also review any institutional accounts which have an IPS policy on file, to ensure no updates are needed. These reviews ensure adherence to investment strategy and confirms that account performance is consistent with any model portfolio or client guidelines. The frequency, interval and scope of these reviews for each account are dependent upon a number of factors, including but not limited to: • • • • • • • • • • • •

Contributions or withdrawals of cash from an account; A determination to change an account’s cash level; The allocation of a block of a particular security purchased for, or sold from, a particular objective; Account performance; Option maturity dates; Interest rate changes; A client's request for tax-loss selling; A client's direction to refrain from purchasing a particular security, or class of securities, for his or her account; A client's request for information regarding the performance or structure of an account; Changes in the list of securities approved for purchase for a particular objective; Client's pledge of an account’s assets as collateral security; and Requirements imposed by court order or regulatory decree (e.g., divorce decree, tax lien).

The timing and nature of account reviews for mutual funds Eagle advises are further dictated by regulatory requirements including but not limited to the 1940 Act, Internal Revenue Code, and each mutual fund’s respective prospectus limitations and internal guidelines. Eagle’s Compliance Department also uses an automated order management system to review each client account every business night to ensure portfolio level compliance (industry/sectors weights, adherence to investment guidelines, etc.). In addition, the Eagle’s Portfolio Managers and research analysts continually monitor markets, world and economic events, and securities held in

Eagle managed accounts. Clients should contact Eagle if any changes occur in their particular financial situation that may affect Eagle’s portfolio management services. Regular Reports Institutional Separate Accounts: Eagle provides each client with a quarterly portfolio report. The details may include: • Cash balances; • Type, name and amount of each security; Portfolio weighting of each security; • Account performance (based upon Eagle’s independent valuations – separate from the client’s custodian); • Current market value of the portfolio; and • Transactions during the report period. These materials are provided in addition to the confirmations of transactions and custodial reports the client agreed to receive directly from the selected custodian. Wrap Program: Eagle generally does not provide reports to Wrap Program clients. Wrap Program clients agree to receive reports from the program sponsor the client has selected. Carillon Mutual Funds: Reports are provided to the Mutual Funds’ Trustees at least four times each calendar year. Shareholder reports are issued in accordance with each Fund’s Prospectus. Tax Considerations Unless specifically noted, tax efficiency is not a consideration in the management of Eagle accounts. Certain investments utilized may have unique and significant tax implications. Clients should consult with a tax professional prior to investing. IRS Circular 230 Disclosure: Eagle, its affiliates, agents, and employees are not in the business of providing tax, regulatory, accounting or legal advice. This brochure and any tax-related statements provided by Eagle are not intended or written to be used, and cannot be used or relied upon, by any such taxpayer for the purpose of avoiding tax penalties. Any such taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Office of Foreign Assets Control and Sanctions EAM has implemented an Office of Foreign Assets Control and Sanctions Program, which includes the designation of an OFAC Officer, employee training, annual independent audits, and policies and procedures reasonably designed to detect and report suspicious transactions to the extent applicable. As part of our OFAC program EAM may ask our customers to provide various identification documents or other information. EAM may not be able to open an account or effect any management services on your behalf until the requested information is received. EAM complies with all requirements of the sanctions programs administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) who oversees and enforces government economic sanctions programs (http://www.treasury.gov/about/organizational-

structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx). EAM is required to comply with OFAC sanctions, as well as any other applicable laws or regulatory requirements, whether created by the United States, inclusive of Canada’s Office of the Superintendent of Financial Institutions (OSFI), the UK’s Office of Financial Sanctions Implementation (OFSI), and other European Union Sanction programs. EAM has established and maintains an Anti-Bribery and Anti-Corruption (“ABAC”) compliance program. EAM has policies and procedures in place that are reasonably designed to comply with the requirements imposed by applicable ABAC laws and regulations of the United States and jurisdictions in which EAM operates.

Under SEC Rule 206(4)-2, Eagle may be viewed for regulatory purposes as having custody of certain client assets due to (i) Eagle’s ability to deduct fees directly from certain client accounts, and/or (ii) client’s account’s held with affiliate Raymond James & Associates, Inc.. Eagle is not a broker- dealer and does not take possession of client assets. Our client assets are housed at custodians, which are selected by the clients themselves. The custodian will typically issue monthly statements directly to clients. Eagle encourages each client to review the custodial reports the client receives directly from the client’s broker-dealer, bank or other custodian, and to compare the reports, if any, they receive from Eagle. If you have any questions on the information the custodian or Eagle provides, please contact your Eagle relationship manager.

Eagle enters into an investment management agreement with the client, whereby the client grants Eagle sole investment authority and Eagle assumes the investment duties relating to account assets pursuant to the Investment Management Agreement terms, Eagle is generally not required to obtain specific client consent for specific securities to be bought or sold. However, the client does

select an investment objective and Eagle buys securities for the client's account that align with that investment objective. Eagle may, but does not have to, seek further consent or authority from the client, and may exercise its discretion and deal in and with such assets as fully and freely as the client might do as owner. Accounts are invested at the discretion of the portfolio manager and may take up to 60 days to become fully invested. Eagle is not authorized to withdraw any money, securities, or other property in the client’s name or otherwise. Eagle can sell securities in the account’s portfolio without regard for how long they were held, or any potential gain or loss. As a result, transactions may result in taxable gains or losses in a client’s account, payment of commissions, and other transaction costs. The client must notify, or direct their custodian to notify, Eagle in writing with respect to any contribution into or withdrawal from their Eagle account after their initial account set up. Significant contributions may take up to 30 days to become fully invested. Specifically, for Wrap Programs and other accounts where a sponsor imposes fixed or minimum transaction fees, a larger number of transactions may result in higher costs to a client. Eagle can make investment changes without considering the resulting rate of portfolio turnover, when in its sole discretion it determines that such changes will promote the account’s investment objective. Eagle generally does not manage accounts where the client's custodial account holds both managed and non-managed assets, i.e., assets subject to Eagle's investment discretion under the terms of the Investment Management Agreement, and assets for which Eagle has no discretion, authority, or responsibility. Occasionally, and under limited conditions, Eagle will agree to manage an account where managed assets are held in a custodial account along with non-managed assets. The client is solely responsible for any and all losses non-managed assets sustain. Your Financial Adviser should be well versed in determining appropriate Eagle investment strategies to meet your portfolio investment objectives taking into consideration the following guidelines when selecting an Eagle investment strategy: (1) The amount allocated to any one objective should be reasonable in light of overall asset allocation and the investor's overall investment goals. (2) The investor's age, net worth and annual income should be compatible with his or her objective and primary goals. (3) The investor's tolerance for risk and volatility should be reasonable in light of his or her objective and primary goals. (4) The investor's time horizon should be consistent with his or her objective and goals. Since investment goals and financial circumstances change over time, investors should review their investment programs at least annually with their account executives or financial planners. Clients may impose certain limitations or restrictions on Eagle’s exercise of its discretionary authority. However, Eagle reserves the right not to enter into a contract with a prospective client, or to terminate an agreement with an existing client, if the proposed limitation or restriction is likely

in Eagle’s opinion to impair its ability to provide services to a client or is administratively or practically infeasible. Historically (but not necessarily prospectively), Eagle has agreed to a client’s direction not to invest in a certain type of company or industry. Limitation or restriction requests must be in writing. The request will not be effective or implemented unless Eagle agrees to comply.

Eagle Proxy Voting Policy Guiding Principles Proxy voting and the analysis of corporate governance issues in general are important elements of the portfolio management services we provide to our advisory clients who have authorized us to address these matters on their behalf. Our guiding principles in performing proxy voting are to make decisions that favor proposals, which in Eagle’s view, maximize a company’s shareholder value and are not influenced by conflicts of interest. These principles reflect Eagle’s belief that sound corporate governance will create a framework within which a company can be managed in the interests of its shareholders. Eagle has adopted the policy and procedures set out below regarding the voting of proxies (the “Policy”). This Policy is periodically reviewed by the Raymond James Investment Management Stewardship Committee to ensure it continues to be consistent with our guiding principles. Proxy Voting Process Investments To implement these guiding principles for investments in publicly traded equities for which we have voting power on any record date, we follow customized proxy voting guidelines that have been developed by Raymond James Investment Management Stewardship Committee (the “Raymond James Investment Management Proxy Voting Guidelines”). The Raymond James Investment Management Proxy Voting Guidelines embody the positions and factors Raymond James Investment Management considers important in casting proxy votes. They address a wide variety of individual topics, including, among other matters, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, issues of corporate social responsibility and various shareholder proposals. Recognizing the complexity and fact-specific nature of many corporate governance issues, the Proxy Voting Guidelines identify factors we consider in determining how the vote should be cast. The principles and positions reflected in this Policy are designed to guide us in voting proxies, and not necessarily in making investment decisions. Eagle portfolio management teams (each a “Portfolio Management Team”) base their determinations of whether to invest in a particular company on a variety of factors, and while corporate governance may be one such factor, it may not be the primary consideration. Implementation Eagle has retained a third-party proxy voting service (the “Proxy Service”) to assist in the implementation of certain proxy voting-related functions, including, without limitation, operational, recordkeeping and reporting services. The Proxy Service transmits votes for each proxy based upon the application of the Proxy Voting Guidelines to the particular proxy issues. Eagle retains the responsibility for proxy voting decisions. All proxy votes are done so on a best efforts basis. Clients of Eagle may retain their voting rights, delegate the responsibility to Eagle or to a third party of

their choosing. In certain instances, Eagle may still be required to transmit vote proxies for those custodians who do not have a relationship with the Proxy Service. Eagle Teams generally cast proxy votes consistently with the Guidelines. On certain proxy votes, each Portfolio Management Team may diverge from the Guidelines based on new information, but bearing in mind that the override decisions are not influenced by any conflict of interest. Because of the override process, different Portfolio Management Teams may vote differently for particular votes for the same company. From time to time, Eagle’s ability to vote proxies may be affected by regulatory requirements and compliance, legal or logistical considerations. As a result, Eagle, from time to time, may determine that it is not practicable or desirable to vote proxies. Please call 800-237-3101 for a copy of Eagle’s Proxy Voting Policy. If you have any questions, or would like to know how your shares were voted, please contact our Compliance Department at 800237-3101. Eagle will not be able to vote proxies in cases where Eagle does not receive the proxy materials in time or without enough advance notice for Eagle to evaluate the issues and cast the votes. Eagle does not control the setting of record dates, shareholder meeting dates, the timing, or manner of distribution of proxy materials and ballots relating to shareholder votes. In addition, administrative matters beyond Eagle’s control may at times prevent Eagle from voting proxies. Conflicts may potentially arise between Eagle’s interest and the client’s interest. For example, Eagle may have an investment management agreement with a company whose shares are held by client accounts, and a conflict may arise if Eagle has to vote proxies on those shares for a management proposal, such as the election of directors. Eagle may decline to vote in varying situations, including where an issue is irrelevant to the Proxy Voting Policy’s voting objective, where Eagle believes it is impossible to ascertain what effect a vote may have on an investment’s value (e.g., social issues), or where costs are prohibitive (e.g., foreign issuers). Direct Indexing Proxy Voting Policy Clients within the Direct Indexing strategy will have the option to assign Eagle as the responsible party to vote proxy, or they may retain the right. Due to the tactical nature of this strategy, Eagle generally will vote following ISS recommendations. However, Eagle retains the ultimate decisionmaking authority with respect to the voting of Client proxies and reserves the right to override ISS recommendations.

Eagle has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding.