ENVESTNET ASSET MANAGEMENT INC

ActivePassive™ ETFs for a portfolio, Envestnet waives the portfolio management fee on the assets invested in the ActivePassive™ ETFs that Envestnet normally charges for managing that portfolio to mitigate the conflict of interest.

The Program Fee does not cover certain charges associated with securities transactions in a Clients’ account including: (i) dealer markups, markdowns or spreads charged on transactions in over-the-counter securities; (ii) costs relating to trading in certain foreign securities; (iii) the internal charges and fees that are imposed by any Funds, (such as fund operating expenses, management fees, redemption fees, 12b-1 fees and other fees and expenses. Further information regarding charges and fees assessed by Funds may be found in the appropriate prospectus or offering document) or other regulatory fees; (iv) brokerage commissions or other charges imposed by broker-dealers or entities other than the custodian if and when trades are cleared by another broker-dealer; (v) the charge to carry tax lot information on transferred mutual funds or other investment vehicles, postage and handling charges, returned check charges, transfer taxes; stock exchange fees or other fees mandated by law, and (vi) any brokerage commissions or other charges, including contingent deferred sales charges (“CDSC”), imposed upon the liquidation of “in-kind assets” that are transferred into the Clients’ account.

With respect to the liquidation of “in-kind assets” that are transferred into the Clients’ account, Envestnet may liquidate such assets transferred into a Clients’ account at the direction of the Advisor. Clients should thus be aware that if they transfer in-kind assets into an account, Envestnet may liquidate such assets immediately or at a future point in time. As this liquidation is at the direction of the Advisor, Envestnet is performing this as an accommodation and does not assume best execution obligations for securities not yet invested under the Program. Assets being sold to fund an account on the Platform may incur losses, and/or a brokerage commission or other charge, including a CDSC. Clients also may be subject to taxes when Envestnet liquidates such assets. Accordingly, Clients should consult with their Advisor and tax consultant before transferring inkind assets into a Program.

Envestnet strives to choose the lowest-priced share class available for all Envestnet proprietary strategies, such as the PMC Strategies. Envestnet does not negotiate share class availability on behalf of entities or their Clients, nor does Envestnet take responsibility for the management and review of Client accounts for share class usage. Clients should consult with their Advisor for share-class specific guidance. The availability of mutual funds, ETFs, and other products in a Program, including applicable share classes, is determined by the Advisor. In addition to the redemption fees previously described, a Client may incur redemption fees when the portfolio manager to an investment strategy divests from certain Funds prior to the expiration of the minimum holding period of the Funds. Some mutual funds also assess redemption fees to investors upon the short-term sale of its funds. Depending on the particular mutual fund, this may include sales for rebalancing purposes. Please see the prospectus for the specific mutual fund for detailed information regarding such fees.

The Program Fee does not cover certain custodial fees that may be charged to Clients by the Custodian. Clients may be charged for specific account services, such as ACAT transfers, electronic fund and wire transfer charges, and for other optional services elected by Clients. Accounts may be subject to transaction-based ticket charges assessed by the custodian for the purchase of certain mutual funds, including possible fund surcharges.

Similarly, the Program Fee does not cover certain non-brokerage-related fees such as individual retirement account (“IRA”) trustee or custodian fees and tax-qualified retirement plan account fees and annual and termination fees for retirement accounts (such as IRAs).

In connection with a Client’s investment in ADRs, the Client could incur additional expenses and fees that are not included in the fees charged by Envestnet. For example, ADRs could be subject to dividend withholding taxes from the country of origin, which are an additional expense and reduce the dividend paid to the Client. The Client or Client’s custodian is responsible for filing the appropriate forms/filings in the foreign country to reclaim any dividend withholding. In addition, paying agents who process ADR dividend payments to a Client will assess a fee for their services, which also reduces the dividend paid to the Client. For smaller accounts, a minimum account fee may apply to the Program Fee or fees charged by the Advisor or custodian. Minimum accounts fees are expressed in annual amounts but are determined and assessed based on the account asset value each quarter. For example, if an account has a $100 minimum annual account Program Fee, it will be assessed a minimum of $25 every quarter. Therefore, if a Client has large asset inflows or outflows during the year that cross the minimum asset value threshold, it is possible for an account to be assessed a minimum fee for a particular quarter even if at the end of the year a look back over the account’s average balance for the entire year would have placed it above the minimum asset value threshold. Advisor may place an account of a Client on “trade hold” whereby Envestnet or the Sub-Manager, as applicable, cease to trade the account for the duration of the trade hold. While circumstances may justify a lengthy trade hold, Client accounts on trade hold are charged fees for management features during the pendency of the trade hold. While the Advisor remains responsible for determining whether placing and maintaining a trade hold is appropriate for and in the best interest of the Client, Envestnet has a trade hold rule requiring an Advisor to periodically acknowledge that the trade hold remains appropriate and that the fees and services associated with the account remain appropriate.

See also Item 4 – Brokerage Practices above for a description of the factors that Envestnet considers in utilizing broker-dealers for Client transactions and determining the reasonableness of their compensation (e.g., commissions). Investment Discretion

For the SMA, UMA, PMC Strategist UMA, MMA and Third-Party Strategist Programs, Clients are required to grant discretionary investment authority to Envestnet for the management of those assets pursuant to the Investment Strategy or Third-Party Models selected by Advisor and/or Client.

Envestnet does not assume a fiduciary or investment advisory role in (i) assets that an Advisor manages directly using Envestnet’s technology solely as an account management system, (ii) assets that the Advisor has under management outside of Envestnet, or (iii) securities transferred into an Envestnet Program to be liquidated in order for Envestnet to commence discretionary management of the assets in one of our Programs. In addition, in implementing the investment selections of a Model Provider for a Third-Party Model, Envestnet is adhering to the investment strategy selected for Client as instructed by Advisor and is not independently selecting the underlying investments nor exercising discretion as a “fiduciary” within the meaning of ERISA.

For Client assets that are invested under a Program, such discretion is to be exercised in a manner consistent with the stated investment objectives of the Investment Strategy or Third-Party Model selected. Advisors to Clients should notify Envestnet if such investment objectives have changed so that Envestnet may work with the Advisor to make appropriate changes within the Client portfolio.

Advisors have responsibility to retain the Client assets within the Program in accordance with the stated minimum investment amount in order to minimize risks associated with unacceptable variances and unintended performance dispersion, potential impact to a Client’s overall fee percentages, and the potential of being invested outside of their risk and internal control framework. When selecting securities and determining

amounts, Envestnet observes the investment policies established through the Program for the particular Client account, along with account investment limitations and restrictions of the Client. For registered investment companies, Envestnet’s authority to trade securities may also be limited by certain federal securities and tax laws that require diversification of investments and impose restrictions on certain types of investments (e.g., illiquid securities) and favor the holding of investments once made. Investment guidelines and restrictions must be provided to Envestnet in writing.

A Client may establish a broader investment policy governing multiple Client accounts/assets with Advisor. In such instances, Envestnet can provide tools to assist Advisor in monitoring adherence to the investment policies established between Advisor and Client; however, Envestnet does not undertake responsibility for monitoring adherence to a Client’s larger investment policy. For the UMA program, an Advisor may directly trade and manage a portion of the UMA assets, referred to as an Advisor sleeve. Envestnet does not exercise discretion over the assets in the Advisor sleeve.

Account Customization and Investment Restrictions The discretionary Programs identified above are intended to comply with Rule 3a-4 under the Investment Company Act of 1940. Advisors instruct Envestnet on the management of each account based on the Client’s financial situation and stated investment objectives, in accordance with the Client’s reasonable investment restrictions imposed by Client on the management of the assets in the account. In addition, Clients will be contacted at least annually by their Advisor, and notified quarterly to contact Advisor, in order to confirm whether there have been any changes to the Client’s financial situation, investment objectives or if Client would like to impose or modify investment restrictions on the account. Customized Strategies and Direct Indexing Portfolios

Certain Sub-Managers offer highly customized strategies and direct indexing portfolios. The customized strategies typically require additional input from the Adviser or Client. This input may include account level security or sector-based restrictions or tilts, or customizations based on a client’s specific tax, ESG or sustainable preferences. It may also include modifications to asset allocations in a multi-asset solution or include tilts away from or toward certain investment styles as part of the client account construction. While these portfolios are available within the SMA Program, Clients and Advisors should review and monitor these custom portfolios to ensure they are consistent with Client’s risk profile and investment objectives, as SubManagers build and trade these customized client models away from the Envestnet Platform and Envestnet does not have visibility into the holdings and performance of custom portfolios. Envestnet may perform periodic due diligence reviews of certain Sub-Managers who maintain custom portfolios; however, use of such portfolios are at the recommendation of Client’s Advisor and Envestnet does not undertake supervisory responsibility for the custom portfolios or Sub-Manager’s compliance practices.

Customized Asset Allocation Program

Firms may engage with Envestnet to create a customized asset allocation program (“Enterprise Program”) that is available to only their advisor representatives. Envestnet will manage asset allocations based on the firm’s direction for investment strategy and available investment universe. The Enterprise Programs are discretionary asset allocation programs that access multiple Third-Party Model Providers, mutual funds and/or ETFs offering a series of model portfolios positioned at various points along the risk/return spectrum. Once the Client’s assets are invested, Envestnet may add, remove, or replace Third Party Model Providers, mutual funds, and/or ETF at its discretion. Because Envestnet does not have to share management fees with Fund families but does share management fees with Third Party Model Providers, Envestnet has an economic incentive to choose Funds rather than Third Party Model Providers’ strategist within the Enterprise programs utilizing the Multi Manager Account (MMA) framework.

Types of Clients As described above under Programs, Envestnet provides portfolio management services to individuals, high net worth individuals, Advisors, banks, trusts, corporate pension and profit-sharing plans, Taft-Hartley plans, charitable institutions, foundations, endowments, municipalities, registered mutual funds, private investment funds, trust programs, sovereign funds, foreign funds such as UCITs and SICAVs, and other U.S. and international institutions.

The Programs are made available by Envestnet through each Client’s independent Advisor, and in certain limited instances, directly to the Client. Participation in each of the Programs may carry a minimum account size for any particular portfolio and strategy selected. Generally mutual fund or ETF asset allocation portfolios will require $10,000 -$50,000 account size minimums. Separately managed accounts for equity strategies will generally require $100,000 account size minimums and $250,000 account size minimums for fixed income strategies. Multi-sleeve portfolios will generally require $150,000 account size minimums. The Market Series QP portfolios have account minimums starting at $60,000 and the Factor Enhanced QP portfolios have account minimums starting at $100,000. Minimum account sizes may be lowered at the discretion of the portfolio manager at the request of an Advisor. Accounts funded below the recommended minimums can impact the account performance, and Clients should discuss any questions with or request further information from their Advisor in such situations before funding the account.

For more general questions about an account, Clients are encouraged to direct these questions to their Advisor. However, should the Client request a direct consultation, Envestnet and Sub-Manager personnel who are knowledgeable about the Client’s account and its management will be made reasonably available for consultation. For orderly processing, requests for consultations should be made through Client’s Advisor. For Third Party Models, Envestnet, as overlay manager of the Third-Party Model, will make personnel who are knowledgeable about the Client’s account and its management reasonably available, but Envestnet cannot guarantee that the Model Provider will be available for direct Client consultation.

Personal identification (such as name, address, Social Security number, date of birth, assets, and income), account and holdings data disclosed to Envestnet are provided by the Advisor and custodian to enable us to service the Advisor and Client accounts. Envestnet only shares Client personal information and account data pursuant to Envestnet’s current Privacy Policy (https://www.envestnet.com/privacy) and does not sell personally identifiable information about current or former clients to third parties. In providing services to Client accounts, Envestnet may use third-party service providers, who are contractually bound to respect and protect the privacy of Client information. Envestnet also receives information about a Client’s stated investment objective, investment restrictions, and investor risk rating. The Client’s investor risk rating is based on Client’s stated responses in the account opening process and classifies the Client as a conservative, moderate, aggressive, etc. type of investor.

When utilizing the SMA program, Envestnet will forward the foregoing information on to the Sub-Manager in order for the Sub-Manager to effectively manage the Client’s account. Model Providers are not provided with Client specific information, except for the brokerage number, account size, and information about the Client’s Advisor.

Methods of Analysis

Envestnet provides Advisors with a variety of portfolio construction methods utilizing an analytics module to blend a solution that best meets Client requirements. Envestnet uses the capital markets assumptions (“CMA”) construction process of Black-Litterman and inverse optimization methods to estimate the expected returns for asset classes when constructing Envestnet’s proprietary strategies and in assisting Advisors with asset allocations and portfolio construction. The underlying CMA process results in the construction of optimized, diversified portfolios across a wide set of risk tolerances and preferences that can be employed by the Advisor. The Advisor can select investment strategies using a variety of search screens on the Envestnet Platform that are configurable to create Advisor specific selection criteria. In addition, Advisors may utilize third-party analytic modules that are licensed through the Envestnet Platform and independent of Envestnet’s proprietary analysis. In assisting Advisor with asset allocation and portfolio construction, Envestnet uses demographic and financial information provided by the Client and Advisor to assess the Client’s risk profile and investment objectives. Envestnet uses proprietary analytical tools and commercially available optimization software applications to develop its asset allocation strategies. Investment Strategy, Fund Research and Due Diligence

Envestnet’s investment management and research team (“PMC”) Research team offers Advisors quantitative and/or qualitative analysis of investment strategies or Funds, assigning one of three research statuses: Available, Approved-Quantitative or Approved-Qualitative. The PMC team updates the research status of strategies and Funds on a quarterly basis, including those that are added to or removed from the Approved List. In addition, PMC provides recommendations to Advisors of possible replacements for those strategies and Funds that fall off the Approved List each quarter. Research and possible substitutions for demoted or terminated strategies and Funds include, at a high level, PMC’s ongoing monitoring, and updated viewpoints of the products available on the Envestnet Platform.

PMC’s platform-level research content does not include in-depth research notes on any specific managers, specific Fund share classes, nor any other materials, content, or services. In designating the PMC research

status of a Fund or investment strategy, the PMC Research team is providing a professional service to the Advisor. The use of an “Approved” designation does not constitute a recommendation by Envestnet of any particular Fund or Investment Strategy to a Client or an assessment that such Fund or Investment Strategy is suitable for a particular Client. It is the Advisor’s decision to recommend a Fund or investment strategy to a particular Client. PMC Research Statuses

Available Investment Strategies and Funds designated as Available have either undergone no investment due diligence assessment by PMC or have not met PMC’s qualifications for an approval. All mutual fund, SMAs, strategist portfolios, and ETFs added initially to the Envestnet Platform are assigned the “Available” research status. Client’s Advisor is responsible for determining that it has sufficient information about Available Investment Strategies, Third Party Models and Funds to select or recommend them to their Clients and is solely responsible for such selections or recommendations. Approved-Quantitative These Investment Strategies and Funds have undergone PMC’s quantitative due diligence process and are actively monitored, via a quantitative process only, on an ongoing basis. This process measures risk and return for each product, and ranks it against its investment style peers, and is updated each quarter. Investment Strategies and Funds that fall below certain thresholds as a result of this process are removed from the “Approved-Quantitative” list. PMC does not use this methodology to approve proprietary PMC portfolios.

Approved-Qualitative These Investment Strategies and Funds have undergone PMC’s due diligence process and are actively monitored by both PMC’s quantitative and qualitative processes, on an ongoing basis. The due diligence process uses periodic reviews to monitor third-party money managers, who also have been vetted by PMC’s team of experienced research analysts. The process includes statistical analysis, site visits, and qualitative assessments of managers’ ability to execute their strategies.

Portfolios that are managed by PMC receive the research status of “Approved-Qualitative” with the “PMC Managed” portfolio attribute since PMC actively manages these portfolios and is confident in their investment methodologies. Because all PMC managed strategies, the ActivePassive™ ETFs are designated as “Approved,” they do not undergo the same research process and analysis that non-proprietary strategies do. Oversight of these portfolios lies with PMC’s Investment Committee.

Purpose-Driven Investment Strategies

Various Purpose-Driven Investment Strategies (formerly Sustainable Investment Strategies) are available on the Envestnet Platform for Advisors to build portfolios that align with Client values and interests. These include sustainable investment strategies, faith-based strategies, strategies that intentionally avoid investment in products and services for values based reasons, and strategies that target investment in thematic solutions. Portfolio Attributes.

ESG attribute, synonymous with sustainable investing, signals an investment strategy has an explicit inclusion of environmental, social, and governance (ESG) factors in both investment analysis and investment decisions. ESG considerations are a central, binding factor in how the strategy is constructed and managed. Sustainable investment strategies on the Envestnet Platform are identified by PMC using data sourced from third-party research firms. While PMC relies on the data provided by these firms to identify such strategies, PMC can override the sustainable classification at its own discretion based on proprietary research and analysis.

Faith-Based attribute signals an investment strategy adheres to certain religious values, as designed by the fund manager or established by a religious organization (e.g., the US Conference of Catholic Bishops). The attribute is denomination agnostic, and investment products that adhere to Christian (including Catholic), Jewish, Islamic, or other faith-related tenets are eligible to receive the attribute.

Thematic Impact attributes signal an investment strategy targets investment in securities issued by companies that produce goods or provide services that may promote solutions to societal or environmental challenges. These attributes are not mutually exclusive; an investment product may receive multiple Impact Theme attributes when the investment strategy has a clear mandate to invest across multiple themes.

Exclusions attributes signal the investment strategy intentionally and categorically exclude investment in companies based on the goods or services they provide.

Due Diligence.

For the ESG investment strategies researched and monitored by the PMC Research team, PMC incorporates an additional layer of analysis within the research and due diligence process. This analysis involves a systematic process that evaluates a firm’s philosophy around and commitment to sustainable investing, sustainable investing resources, corporate governance, and stewardship approach as well as the investment team’s sustainable expertise, investment objectives, and integration approach. Through this process, the PMC Research team determines whether these investment strategies meet PMC standards to be identified as ESG. This additional layer of analysis is exclusive to the ESG attribute; there is no such additional layer of analysis for portfolios with the other Purpose-Driven portfolio attributes. PMC Sustainable Portfolios.

PMC offers a suite of portfolios that are designed with the objective of being holistically ESG aligned. To achieve this objective, PMC has made efforts to incorporate investment strategies that meet PMC standards to be identified as ESG focused. Certain asset classes may not have an ESG focused strategy that meets PMC’s standards from an ESG due diligence perspective. In this case, PMC will generally utilize ApprovedQualitative list strategies carefully vetted by the PMC Research team or strategies that are identified as ESG focused based solely on third-party data.

Custom Research Coverage

Separate from the traditional PMC Research strategy process, the PMC Research team can be hired to provide ad-hoc research coverage of manager strategies on the platform which is not covered by the Research team. The Custom Research provides an Advisor with a quantitative review process and provides a pass or fail grade. The strategies are scored against their peer groups on a series of risk-adjusted and relative performance metrics. PMC will monitor the strategies for material changes that could affect future management of the strategies by administering and reviewing quarterly due diligence questionnaires completed by the asset managers. Investment Consulting Services and CIO Support

PMC offers a suite of consulting services to help institutions design and implement seemingly complex investment programs. Consulting Services

Institutional Consulting. This service is for institutions and enterprises that require design, implementation, and monitoring of full wealth management programs to complement their core competencies and proprietary

strategies. PMC offers CIO support services, including recommendations to Advisors of possible strategies to consider, across different types of investment vehicles.

Portfolio Consulting. PMC consultants work with Advisors on a case-by-case basis to build sophisticated solutions to address complex client needs. Services include Large case proposals, UMA model construction, Manager mapping, Presentation support, and Tax transition planning. CIO Support Services

Two levels of the CIO support program are offered, which are based on the degree of PMC engagement:

Platform Access to Research includes PMC Premium Research, Envestnet platform services (CMAs, asset allocation, manager factsheets, and manager screening), comprehensive analyst opinions, ongoing analyst updates, watch and hold list alerts, and scorecards for Third Party Fund Strategists.

This premium research includes access to additional qualitative and quantitative research designations, including Select, Watch, Hold, PMC managed, Sustainable Focus, and Strategic beta.

Custom CIO Support Services includes custom model construction, access to the PMC Institutional Consulting Team for asset allocation, manager research, and portfolio construction, access to PMC Portfolio consultants for advice on portfolios and managers, access to PMC research analysts, and non-voting representation on the firm’s investment committee.

Exceptions and Conflict of Interests

PMC may make exceptions for Investment Strategies, Funds and Third-Party Models on the Approved list. For these exceptions, Envestnet analysts use qualitative and quantitative tools to make a determination that the Investment Strategies, Funds and Third-Party Models otherwise warrants to be added to, or to remain on the Approved list. For example, an Investment Strategy may not have a track record of sufficient length, but the portfolio manager’s proven track record may enable the Investment Strategy to be added to the Approved list. Envestnet’s PMC Investment Policy Committee approves or rejects all exceptions and can remove Investment Strategies, Funds and Third-Party Models from the Approved list at its sole discretion. If an Investment Committee member or a PMC analyst is conflicted, the individual is required to disclose the conflict of interest and recuse from the decision-making process.

Because all PMC managed Investment Strategies and funds are listed as Approved-Qualitative, they do not undergo the same approval process and analysis as used with non-proprietary strategies or Funds. Portfolios that are managed by the PMC team are designated with the “Approved – Qualitative” IM&R status, but with an additional Attribute status of “PMC-Managed.” PMC managed Investment Strategies or funds retain the designation “Approved – Qualitative” as Envestnet actively manages these products, and the PMC Investment Policy Committee oversees and monitors these strategies. See also Item 4 – The Programs for a description of the use of ActivePassive™ ETF in the PMC MMA program. Any due diligence completed by Envestnet, or designee should be used in conjunction with the Advisor’s existing research and as a supplement to any existing due diligence that the Advisor may already have in place. The use of an “Approved” designation does not constitute a recommendation by Envestnet of any particular Fund or Investment Strategy to a Client or an assessment that such Fund or Investment Strategy is suitable for a particular Client. Envestnet’s affiliate Envestnet Retirement Solutions, LLC (“ERS”) provides services to retirement plans under Section 3(21) and Section 3(38) of ERISA. In providing such services directly to retirement plans, ERS may be servicing a client base with whom Advisors may also be providing similar services.

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Code of Ethics, Participation, or Interest in Client Transactions Envestnet personnel covered by the Envestnet Code of Ethics (“Covered Persons”) must, at a minimum, comply with all applicable legal requirements, including applicable federal and other securities laws. Covered Persons may be held personally liable for any improper or illegal acts committed during the course of their employment, and ignorance of laws and regulations is not a defense. Covered Persons must comply with the requirements of U.S. Securities and Exchange Commission (“SEC”) Rule 204A-1 under the Investment Advisers Act of 1940, as amended, which imposes certain code of ethics obligations on investment advisers registered with the SEC. Envestnet’s code of ethics subjects Covered Persons to standards of business conduct and imposes a requirement to acknowledge written receipt of the code and amendments thereto, and to report violations of the code. Covered Persons are also required to pre-clear trades before directly or indirectly acquiring

beneficial ownership in a limited number of securities, namely a limited offering such as private placements, hedge funds, private equity funds, limited liability company interests, and initial public offerings (“IPOS”). In addition, certain persons called “Access Persons” must pre-clear trades of additional securities before directly or indirectly acquiring beneficial ownership in (i) an initial public offering (ii) any exchange traded equity or fixed income security (excluding securities issued by the U.S. Federal Government or other foreign federal issuance), and (iii) any other securities placed on a restriction list by the Legal Department. When a preclearance request is submitted by an Access Person, a determination will be made as to the appropriateness of the transaction. If the trade appears unlikely to affect the market for the security, it is clearly unrelated to the business of the Firm, and poses no conflict of interest with client trades, Compliance or authorized designee may grant approval. Access Persons are also required to provide periodic reports regarding their personal securities activities, including initial and annual holdings reports and quarterly transactions reports. They required to obtain written approval before they may invest in a limited offering (such as a private placement) or an initial public offering. Envestnet employees or related persons may have accounts with investment managers that are available to Clients as part of the Programs. In addition, Envestnet employees or related persons may personally buy or sell securities that Clients also own in their accounts.. Envestnet or a related person of Envestnet may purchase or sell securities that are recommended or purchased or sold for Clients. Envestnet designed these requirements to prevent or mitigate actual or potential conflicts of interest with Clients. The Code of Ethics applies not only to transactions by the individual, but also to transactions for accounts in which such person or the person's spouse, minor children or other dependents residing in the same household have an interest. Compliance with the Code of Ethics is a condition of employment at Envestnet.

In accordance with SEC rules governing investment advisors, Envestnet requires prompt reports of all securities transactions by Access Persons identified in the Code of Ethics as “Reportable Securities” transactions. Envestnet further requests that all brokerage account relationships of such individuals, and related persons living in the same household be disclosed, that Envestnet receive duplicate confirmations of transactions and custodial account statements via electronic data feeds from the brokerage firm(s) and/or custodian (s) , and annual certifications of compliance with the Code of Ethics from all Access Persons. For accounts held at a broker/custodian that does not provide a data feed, the employee will provide electronic duplicate statement(s) within 30 days after the end of each calendar quarter. Transactions in certain securities such as U.S. government securities, bankers acceptances, bank certificates of deposit, and commercial paper and shares of unaffiliated mutual funds are excluded from the reporting requirements.

The responsibilities of Envestnet's Chief Compliance Officer (or designee) include overseeing the regular monitoring and verification of compliance of Covered Persons with the requirements of the Code of Ethics, and reporting material violations to Envestnet's senior management. Covered transactions of the Chief Compliance Officer are reviewed by another officer (or designee) of Envestnet. In addition to reporting and recordkeeping requirements, the Code of Ethics imposes various substantive and procedural restrictions on Reportable Securities transactions. The Chief Compliance & Ethics Officer may recommend to management the imposition of more severe sanctions, including suspension of personal investing privileges, or termination of employment, in the case of certain types of violations. A copy of Envestnet’s Code of Ethics can be obtained by contacting Envestnet at 312-827-2800.

Conflicts of Interest

The following are relationships that may introduce conflict:

Envestnet’s financial professionals receive a salary, and a discretionary bonus based on their individual performance and the success of the firm. Our financial professionals are also compensated based on the revenue we receive from investments issued, managed, or sponsored by us or an affiliate. This is a conflict of interest because our financial professionals have a financial incentive to recommend our own

proprietary products or strategies over those that are offered by unaffiliated asset managers on the platform.

Given the interrelationships among Envestnet and its affiliates, there may be other or different potential conflicts of interest that arise in the future that are not included in this section.

Envestnet provides research services and enhanced due diligence to Advisors for a premium subscription fee and has historically made certain basic components of this research broadly available to Advisors using the Envestnet Platform without a subscription (“Open Research”). Envestnet charges a subscription fee of $2,500 annually per CUSIP to Fund issuers that desire to maintain the Open Research availability of their fund product(s) to help offset the costs required in supporting the products on the Envestnet Platform. This program creates a conflict of interest because it generates an incentive for Envestnet to treat Funds subscribing to Open Research more favorably. To mitigate and manage this conflict and to ensure that Envestnet’s research is not influenced based on whether a Fund issuer is subscribing to Open Research availability, Envestnet maintains a consistent research methodology in its assessments, prohibits its research team from factoring the Open Research availability status into the research process, and separates the research team from the Open Research subscription process. All Funds on the Envestnet Platform undergo research reviews and receive an approved or available status regardless of whether a Fund issuer subscribes to Open Research availability and the Open Research status does not affect an Advisor’s ability to access and select any Fund on the Envestnet Platform.

Envestnet, Inc. has a greater than 25% financial interest and occupies board of director positions in Fiduciary Exchange LLC (“FIDx”). FIDx facilitates a program that integrates insurance solutions into the wealth management process on the Envestnet Platform. FIDx Markets LLC (“FIDx Markets”), a FINRA member broker-dealer and wholly owned subsidiary of FIDx, offers an outsourced insurance desk service for those advisers requiring a licensed and registered sales team for assistance with their clients’ annuity transactions. Advisors enter into direct agreements with FIDx Markets, separate from the agreements in place with Envestnet. Although a related entity, Envestnet does not engage in the distribution, revenue, or annuity sales processes of FIDx Markets. FIDx Group LLC (FIDx Group”), a wholly owned subsidiary of FIDx, is an insurance agency that offers comprehensive insurance solutions to Registered Investment Advisers, separate from the agreements in place with Envestnet. Although a related entity, Envestnet does not engage in the distribution, revenue, or insurance sales processes of FIDx Group. Envestnet Inc. has a greater than 25% financial interest in Ategenos Capital LLC (“Ategenos”). Ategenos offers registered investment advisory services specializing in providing multi-asset class investment solutions and concierge-level advisor service. Ategenos acts as a Model Provider on the Envestnet Platform.

Envestnet, Inc., has a minority investment (less than 5%) in Dynasty Financial Partners, LLC. Dynasty and Envestnet’s affiliates jointly offer financial advisors using the Envestnet wealth platforms an enhanced set of tools and services to help build and grow their businesses. BlackRock, Inc.

Envestnet and its affiliates are engaged with BlackRock in several strategic initiatives to better integrate their respective financial wellness technologies and jointly offer these services to Advisors. Advisors using Envestnet’s technology platform are not required to use any BlackRock software, applications, or products, and are not restricted from licensing and integrating other software and applications. Envestnet and BlackRock may, from time to time, participate in joint marketing and financial professional educational events. As part of its due diligence reports for Advisors, Envestnet reviews Funds affiliated with BlackRock and Envestnet also utilizes Funds affiliated with BlackRock in its investment strategies. While Envestnet has dedicated certain resources to review BlackRock affiliated Funds and streamline the operational processes for the availability of BlackRock Funds and strategies on Envestnet’s Platform, these BlackRock affiliated

Funds and strategies are subject to the same level of review that Envestnet applies to all Funds and strategies in the applicable category in order to mitigate the conflicts of interest. Envestnet may also collaborate with BlackRock to develop and offer co-branded investment strategies. Conferences

Envestnet solicits sponsorship contributions from Fund and Sub-Manager and Model Providers for Envestnet conferences and events. Depending on sponsor-level, contributors will be provided ‘main-stage’ sessions on technology and investments, and highlighted break-out sessions for Advisor and Institutional guests of the event. Envestnet may receive contributions in excess of the costs associated with the event. Envestnet participates in Advisors’ and Broker-Dealers’ sponsorship programs and conferences and pays annual commitment fees for participation in such programs. Premier Partnership Program

Envestnet has entered into a relationship with certain investment managers under which Envestnet provides technology, research, and marketing services as well as unique opportunities to develop comanaged products and services through its wealth management and technology platforms (the “Premier Partnership Program”). The investment managers participating in the program with Envestnet are BlackRock Investment Management, LLC, SSGA Fund Management, Inc., Fidelity Institutional Wealth Adviser, LLC, and the affiliated registered investment advisors of Franklin Templeton listed below (each a “Premier Partner”).

While the Premier Partnership Program offers participants various subscription services, waived fees, support features, and sales data, Envestnet also markets certain investment advisory services provided by the Premier Partners to Advisors using the Envestnet platforms for which it is compensated (the “Premier Partner Managed Accounts Program Assets”). As such, Envestnet is deemed to provide “endorsements” of the Premier Partners within the meaning of Rule 206(4)-1 under the Advisers Act, which governs the marketing activity of SEC-registered investment advisers.

The compensation paid by the Premier Partners to Envestnet creates conflicts of interest for Envestnet as it creates an incentive for Envestnet to treat the Premier Partners more favorably than other asset managers on the Envestnet platforms, and to avoid providing advice or otherwise taking actions not advantageous to the Premier Partners and their investment strategies. In particular, it generates an incentive for Envestnet to treat the Premier Partners more favorably in Envestnet’s research evaluations of these investment managers as compared to other investment managers available on the Envestnet Platform. The payments by the Premier Partners also create an incentive for Envestnet to recommend the Premier Partner investment strategies and services over other asset managers and select these asset managers’ strategies in populating sleeves in Envestnet’s proprietary portfolios and when creating custom solutions in consultation with Advisors.

Envestnet manages these conflicts of interest in a number of ways. Envestnet applies the same quantitative and qualitative criteria in evaluating the Premier Partners and their investment strategies as it does to other asset managers with models and strategies on the Envestnet Platform. In addition, Envestnet ensures that its research personnel evaluating the Premier Partners and other investment managers are not participating in fee negotiations, or strategic decisions related to Premier Partners. And lastly, the decision to invest in any particular investment strategy that is part of the Premier Partnership Program for a client account is determined by the Client’s Advisor in conjunction with the Client and not by Envestnet.

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