FRANKLIN ADVISERS INC

INTRODUCTION TO FRANKLIN TEMPLETON The Advisers are wholly-owned subsidiaries (whether directly or indirectly) of Franklin Templeton, a holding company with subsidiaries that operate under the Franklin Templeton® and/or subsidiary brand names. Franklin Templeton is a global investment management organization, and the various distinct brand names it offers investment services and products under include, but are not limited to, Alcentra®, Apera®, Benefit Street Partners®, Brandywine Global Investment Management®, Canvas®, Clarion Partners®, ClearBridge Investments®, Fiduciary Trust International™, Franklin®, Franklin Mutual Series®, K2®, Legg Mason®, Lexington Partners®, O’Shaughnessy® Putnam®, Royce®, Templeton®, and Western Asset Management Company®. Franklin Templeton, through current and predecessor subsidiaries, has been engaged in the investment management and related services business for over 75 years. Franklin Templeton’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index.

INTRODUCTION TO FRANKLIN ADVISERS, INC. FAV is a California corporation formed on October 31, 1985, and is based in San Mateo, California. FAV is a wholly-owned subsidiary of Franklin Templeton. Effective July 15, 2024, specified investment personnel of Putnam Advisory Company, LLC (“PAC”), and/or Putnam Investment Management, LLC became employees of FAV. Collectively, PAC and PIM, (“Putnam” or “Putnam Advisers”), continue their integration with the respective broader investment teams of FAV, or certain of its affiliates, that they have been part of since the closing of Franklin Templeton’ acquisition of Putnam on January 1, 2024. In this regard, client accounts formerly advised or managed by Putnam for which FAV has assumed or is expected to assume the role of investment adviser (“Legacy Putnam Accounts”) may continue to receive advisory services, without changes to investment strategies or the way in which Legacy Putnam Accounts’ assets are managed. In most cases, The Legacy Putnam Accounts are expected to operate in a compliance structure and under policies that are not materially dissimilar to policies of FAV. Language summarizing certain primary aspects of the Legacy Putnam Policies as they are applied to Legacy Putnam Accounts in the course of the integration has been added to Item 6, Item 8, Item 11 and Item 12.

ADVISORY SERVICES OF THE ADVISERS The Advisers collectively provide investment advisory and portfolio management services under investment management agreements with clients in jurisdictions worldwide, which include registered open-end and closed-end funds and unregistered funds (collectively, “Funds”), as well as separate accounts (“Separate Accounts”), which typically include Separate Accounts for institutional and high net-worth clients. In the United States, the Advisers provide advice to investment companies registered with the SEC pursuant to the Investment Company Act of 1940 (the “1940 Act”), including exchange-traded funds (“ETFs”) (“U.S. Registered Funds”), pooled investment vehicles with U.S. resident investors that are exempt from registration under the 1940 Act (“Private Funds”), and Separate Accounts. In addition, certain Advisers’ assets under management include assets in funds or accounts that are sold outside of the United States. Certain Advisers manage, advise or sub-advise investment products sponsored by other companies (“SubAdvised Accounts”), which may be sold to investors under the brand names of those other companies or on a co-branded basis. Please see Item 7 (“Types of Clients”) for greater detail. For information about the types of clients of a particular Adviser, please see that Adviser’s brochure. The Advisers provide investment management services under agreements with each of their Fund, Sub-Advised Account, Separate Account and other types of clients discussed herein (collectively, “Accounts”), as applicable. Investment management services include services to managed accounts with full investment discretion, and to advisory accounts with no investment discretion. Typically, Accounts are managed on a fully discretionary basis. Certain Accounts managed by the Advisers invest in funds and accounts managed by affiliated or unaffiliated investment advisers.

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With respect to Accounts for which an Adviser has been appointed to provide discretionary investment management services, the Adviser will determine which securities the Accounts will purchase, hold or sell. In the context of a Fund, the Advisers will do this under the supervision and oversight of a board of directors, general partner, trustee or an equivalent body, person or entity, as applicable. In addition, the Advisers typically take various steps to implement such decisions, including arranging for the selection of broker-dealers and the execution and settlement of trades in accordance with applicable criteria set forth in the investment management agreement for each Account, internal policies, commercial practice, and applicable law. With respect to any Account for which an Adviser has been appointed to provide non-discretionary investment management services, the Adviser will make recommendations as to which securities the Accounts should purchase, hold or sell. In such cases, the Adviser may or may not perform trading activities for an Account depending on the authority provided by the client. When providing investment management services, each Adviser will perform or obtain research as it deems necessary or as agreed with the client. With the investment objectives, guidelines and restrictions which form part of the investment management agreement or other similar agreement negotiated with the client or as otherwise developed in consultation with the client. Such Advisers consider each prospective Separate Account client on an individual basis. Advisers will provide investment advice to Fund clients in accordance with the investment objectives, guidelines and restrictions as described in the prospectus, offering memorandum or other offering documents as well as applicable law. The investment objectives, guidelines and restrictions for Funds will not be tailored to the needs of any particular investor in such Funds. Please see Item 7 (“Types of Clients”) for more information. Please see Item 16 (“Investment Discretion”) for details of the circumstances in which clients can place limitations on the Advisers’ discretionary authority. Potential or actual conflicts of interest will, from time to time, arise in allocating investment opportunities among the Advisers’ Accounts. Conflicts of interest in relation to such allocation determinations are further discussed in Item 6 (“Performance-Based Fees and Side-By-Side Management”), Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) and Item 12 (“Brokerage Practices”). SMA Programs Certain Advisers act as adviser or sub-adviser with respect to certain clients and program sponsors (“Sponsors”) in connection with third-party investment adviser, broker-dealer and other financial services firm separately managed accounts (“SMAs”), unified managed accounts (“UMAs”) or other wrap fee programs (collectively, “SMA Programs”). Information about the provision of sub-advisory services to FTPPG with respect to certain SMA Programs in the United States by these Advisers, including FAV, can be found in the combined SMA Program Brochure, which is available upon request. FAV also acts as a sub-adviser to another affiliated registered investment adviser, O’Shaughnessy Asset Management, LLC (“OSAM”), acting as the adviser contracting with SMA Program Sponsors (“SMA Contracting Adviser”) with respect to one or more of FAV’s strategies, which may be used in managing a portion of an SMA Program client’s account, as further discussed in this Brochure. Model Delivery Programs One or more Advisers provide model investment portfolios to unaffiliated or affiliated investment advisers and other financial institutions for use in connection with their advisory programs to their clients, which is discussed more fully in the brochure of the Advisers providing these services, including FAV below. Digital Advisory Programs One or more Advisers provide advisory or sub-advisory services through digital investment advisory programs (the “Digital Programs”), which use a proprietary investment algorithm to recommend a portfolio for the client, or the client of a Digital Program Sponsor (as defined below), or recommend portfolio composition at the asset class level, based on information provided by or on behalf of such investor. These programs are offered directly by an Adviser, or they can be integrated with electronic platforms of affiliated and unaffiliated investment advisers and other financial institutions

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(the “Digital Program Sponsors”), or provided via web-interface, for use in connection with Digital Program Sponsors’ sponsored advisory service programs that they provide to their clients. In certain deployments of the Digital Programs, such as arrangements where the Adviser is engaged to provide non-discretionary advisory services to a Digital Program Sponsor, the program sponsor’s clients are not clients of the Adviser. In other deployments, such as where the Adviser is engaged as a discretionary adviser or sub-adviser by a Digital Program Sponsor, the client participating in the program is a client of both the Digital Program Sponsor and the Adviser. In cases where the Advisers are recommending a portfolio developed by Franklin Templeton Investment Solutions (“FTIS”), the Digital Programs select for the investor or recommend to the Digital Program Sponsor, as applicable, a portfolio of collective investment trusts and/or U.S. Registered Funds out of several prospective portfolios after considering the investor’s risk profile, investment time horizon, initial investment amount and goal target amount, desired priority for the goal, and expected future investment contributions and withdrawals. More information regarding these digital advisory programs is discussed in the brochure of the Advisers providing such services, including FAV below.

ADVISORY SERVICES OF FAV FAV provides investment advisory and portfolio management services to U.S. Registered Funds (including ETFs) and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. FAV also manages, advises or sub-advises certain Sub-Advised Accounts and provides model delivery programs and digital advisory programs. In addition, FAV acts as sub-adviser with respect to a limited number of clients and Sponsors in connection with SMA Programs. Further information about these SMA Program services is discussed in FAV’s SMA Program Brochure, which is available upon request. FAV also offers multi-asset class portfolios structured as “Manager-of-Managers” arrangements, where various portions of an Account (a “Sleeve”) are managed by underlying managers selected by FAV, who may include FAV, FAV’s affiliates or an unaffiliated investment manager (“Underlying Managers”). All or a portion of the assets in a Sleeve may be invested in a Fund by the Sleeve’s Underlying Manager. Model Delivery Programs Certain investment advisers and other financial institutions unaffiliated or affiliated with FAV (“Model Program Sponsors”) have retained FAV to provide model investment portfolios (“Model Portfolios”), generally on a non-discretionary and ongoing basis, for use in connection with advisory service programs (“Model Programs”) they provide to their clients. The Model Program Sponsor or its appointed “overlay” manager, rather than FAV, makes discretionary investment decisions and executes trades on behalf of its underlying clients. In some cases, the Model Program Sponsor will retain FAV to provide periodic or ongoing advice, research and asset allocation recommendations to update the Model Portfolio. The Model Portfolios will, in certain circumstances, consist of a portfolio comprised entirely or partially of funds (typically U.S. Registered Funds and in some cases Non-U.S. Registered Funds) (“Fund Model Portfolios”) sponsored by FAV or its affiliates and/or other securities and investment products, including third-party funds. FAV generally creates the Model Portfolios for a hypothetical investor with common investment objectives or those specified by the Model Program Sponsor and specifically does not customize the model with any particular investor in mind. In some arrangements, FAV acting as a sub-adviser to the Model Program Sponsor, implements such Sponsor’s Model Portfolios, on a non-discretionary basis, to the Sponsor based on the asset allocation views and other inputs from the Sponsor. In certain arrangements, FAV provides Model Portfolios, on a non-discretionary basis, to Model Program Sponsors through a model delivery platform operated by a third party, or an affiliate, who provides various services to the Model Program Sponsors in separate arrangements. In certain other arrangements, FAV provides Model Portfolios, on a non-discretionary basis, to investment advisers and other financial institutions, who provide discretionary overlay services (and, in some cases, also operate a model delivery platform) to Model Program Sponsors, who, in turn, use the Model Portfolios in accounts of their advisory clients. In arrangements where the Model Program Sponsor or the overlay manager has discretion over the accounts of such sponsor’s clients in the Model Program and FAV delivers the Model Portfolios to the Model Program Sponsor or the overlay manager on a non-discretionary basis, FAV treats the Model Program Sponsor or the overlay

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ADVISORY FEES Investment management fees are generally calculated under contractual arrangements with the Advisers’ clients as a percentage of the market value of assets under management. Annual rates vary by investment objective and type of services provided. Fee arrangements for Separate Accounts vary by client, and are based on a number of different factors, including investment mandate, services performed, and account/relationship size. To the extent permitted under the Investment Advisers Act of 1940 (the “Advisers Act”) and other applicable law, the Advisers can negotiate and charge performance fees or special allocations in addition to asset-based fees in connection with Accounts. In addition, fees and allocations can be fixed, fixed plus performance, or performance only. Please refer to Item 6 (“Performance-Based Fees and Side-by-Side Management”) for additional discussion of performance-based fees and allocations. The Advisers are not generally required to provide notice to, or obtain the consent of, one client when waiving, reducing or varying fees or modifying other contractual terms with any other client. However, some Separate Account and Sub-Advised Account clients will, from time to time, seek to negotiate most favored nation (“MFN”) clauses in their investment management agreements with an Adviser. These clauses typically require the Adviser to notify a client with an MFN clause if that Adviser subsequently enters into an agreement with a similar client as further described below, that provides a more favorable fee rate or certain other contractual terms than those in place with the client who has the MFN clause at that time. In some cases, certain MFN clauses may require the Adviser to also offer the same fee rate or similar terms to such MFN client. The applicability of an MFN clause will typically depend on the degree of similarity between clients. An Adviser will typically consider a number of factors when determining similarity between Accounts, including the type of client, the jurisdiction of the client, the scope of investment discretion, reporting and other servicing requirements, the amount of assets under management, the fee structure and the particular investment strategy. Since an MFN is specific to the investment management agreement entered into with the Adviser, the Adviser will not typically agree to extend MFN rights in the investment management agreements with its clients to terms contained in investment management agreements contracted between the Adviser’s affiliates and their clients. The Advisers have sole discretion over whether or not to grant any MFN clause in all circumstances. Individual investors in certain unregistered Funds will, from time to time, seek to negotiate similar MFN provisions as a condition of their investment. At the sole discretion of the Advisers, certain directors, officers, employees or strategic business associates of the Advisers, the Advisers’ affiliates or their respective clients will have their investment management fees, performance-based fees and/or special allocations waived or reduced in connection with their investment into Accounts.

FAV ADVISORY FEES – MODEL PROGRAMS As discussed in more detail in Item 4 (“Advisory Services of FMA – Model Delivery Programs”), FAV participates as a model provider in Model Programs sponsored by various Model Program Sponsors. The Model Program Sponsor’s brochure generally contains information on minimum account sizes and fees payable to the Model Program Sponsor and participating investment managers and/or model providers. Accordingly, minimum account size and fees will, from time to time, vary from program to program or within a single investment strategy. In some cases, FAV receives a fee from the Model Program Sponsor or discretionary overlay manager, as applicable, for providing its services, typically paid quarterly, based on an annual percentage of assets in the Model Program managed pursuant to the Model Portfolios. Subject to applicable law and regulation, these fees are in addition to any fees charged by the Model Program and Model Program Sponsor. In certain other cases, FAV does not receive a fee from the Model Program Sponsor or discretionary overlay manager for its services in connection with certain Fund Model Portfolios that are comprised meaningfully or entirely of Affiliated Funds.

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SEPARATE ACCOUNTS AND FEE SCHEDULES The Advisers’ standard fees for Separate Account clients are normally calculated as a percentage of the value of assets under management, and are typically calculated monthly or quarterly, or as otherwise agreed with each client. The brochure for each Adviser lists the Adviser’s standard fee schedule for its Separate Account clients, if any. In some cases, fees will be negotiated. FAV’s standard fee schedule for Separate Account clients is set out below (normally calculated as a percentage of the value of assets under management, and typically calculated monthly or quarterly, or as agreed with each client). In some cases, fees will be negotiated or will be outside of the range provided below, including performance fees. Types of Mandates

Standard Investment Advisory Fee

Minimum Annual Fee

Asian Bond

30 bps to 45 bps

No minimum

Asian Credit

25 bps to 45 bps

No minimum

Balanced Allocation

10 bps to 25 bps; or 10 bps + 10% performance fee

No minimum

Bank Loans

35 bps to 50 bps

No minimum

Convertible Securities

45 bps to 65 bps

No minimum

Diversification Based Investing World

20 bps to 40 bps

No minimum

Diversification Based Investing US

30 bps

No minimum

Diversification Based Investing Emerging Markets

First $25 million 80 bps Next $75 million 70 bps Balance 60 bps

$200,000

Diversification Based Investing All Country World (ACWI)

First $100 million 60 bps Next $400 million 50 bps Balance 40 bps

$300,000

Diversification Based Investing International (EAFE)

First $100 million 50 bps Next $400 million 40 bps Balance 30 bps

$250,000

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Types of Mandates

Standard Investment Advisory Fee

Minimum Annual Fee

Diversification Based Investing World ex-Australia

First $100 million 40 bps Next $400 million 30 bps Balance 20 bps

$200,000

Emerging Market Debt Local Currency

40 bps to 70 bps

No minimum

Emerging Markets Fixed

40 bps to 70 bps

No minimum

European High Yield

45 bps to 55 bps

No minimum

European Managed Volatility

First $25 million 65 bps Next $75 million 45 bps Balance 35 bps

$162,500

Focused Growth

45 bps to 60 bps

No minimum

Global Absolute Return Bond

25 bps to 40 bps

No minimum

Global Bond Plus

30 bps to 45 bps

No minimum

First $25 million 65 bps Next $75 million 50 bps Balance 45 bps

$162,500

Global High Yield

40 bps to 55 bps

No minimum

Global Inflation-Sensitive

First $25 million 65 bps Next $75 million 50 bps Balance 45 bps

$162,500

Global Managed Volatility

First $25 million 65 bps Next $75 million 50 bps Balance 45 bps

$162,500

Global Managed Volatility Enhanced

First $25 million 65 bps Next $75 million 50 bps Balance 45 bps

$162,500

Global Market Neutral Equity

95 bps

$237,500

Global Multisector Plus

30 bps to 45 bps

No minimum

Global Opportunistic

First $25 million 65 bps Next $75 million 50 bps Balance 45 bps

$162,500

Global Premia

65 bps

No minimum

Global Securitized

20 bps to 35 bps

No minimum

Global Tactical Asset Allocation

Customized

Customized

Indian Equity

65 bps to 85 bps

No minimum

Global Environmental Social and Governance (“ESG”)

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Types of Mandates

Standard Investment Advisory Fee

Minimum Annual Fee

Inflation Protection

40 bps to 55 bps

No minimum

Innovation

45 bps to 75 bps

NA

International

First $25 million 65 bps Next $75 million 50 bps Balance 45 bps

$162,500

40 bps

$100,000

First $25 million 85 bps Next $75 million 70 bps Balance 60 bps

$212,500

Japan Equity

30 bps to 60 bps

No minimum

Low Volatility U.S. Equity

20 bps to 25 bps

No minimum

Multi-Asset Allocation/Other Customized Strategies

Customized

Customized

Municipal Bond Institutional

15 bps to 25 bps

No minimum

Real Estate Securities

45 bps to 65 bps

No Minimum

Rising Dividends

40 bps to 60 bps

No minimum

Short Duration Global High Income

40 bps to 55 bps

International Low Volatility High Dividend International Small Capitalization (S&P Developed ex-U.S. Small Cap)

No minimum

Small Mid Cap Growth

65 bps to 90 bps

No minimum

Strategic Multi Sector

25 bps to 40 bps

No minimum No minimum

Systematic Developed Market Equity

8 bps to 15 bps

Systematic Emerging Market Equity

15 bps to 25 bps

Systematic Global Equity

10 bps to 20 bps

No minimum

Systematic Long-Short Equity

65 bps

No minimum

Systematic Style Premia

65 bps

No minimum

U.S. High Yield BB/B

30 bps to 45 bps

No minimum

U.S. High Yield Fixed Income

35 bps to 50 bps

No minimum

U.S. Investment Grade Corporate

20 bps to 30 bps

No minimum

No minimum

U.S. Large Cap Growth Equity

45 bps to 65 bps

No minimum

U.S. Large Cap Value

45 bps to 65 bps

No minimum

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Types of Mandates

Standard Investment Advisory Fee

Minimum Annual Fee

U.S. Large Capitalization (Russell 1000)

First $25 million 65 bps Next $75 million 35 bps Balance 25 bps

$162,500

U.S. Large Capitalization (S&P 500)

First $25 million 65 bps Next $75 million 35 bps Balance 25 bps

$162,500

U.S. Long Investment Grade

20 bps to 30 bps

No minimum

30 bps

$75,000

U.S. Opportunities

50 bps to 75 bps

No minimum

U.S. Small Cap Growth

65 bps to 90 bps

No minimum

U.S. Small Capitalization (Russell 2000)

First $25 million 85 bps Next $75 million 70 bps Balance 65 bps

U.S. Low Volatility High Dividend

U.S. Small Mid Cap Growth Equity

65 bps to 90 bps

$212,500 No minimum

U.S. Strategic Mortgage

20 bps to 35 bps

No minimum

UK Managed Volatility

First $25 million 65 bps Next $75 million 35 bps Balance 25 bps

$162,500

Franklin Technology

55 bps to 75 bps

No minimum

FAV’S DIGITAL PROGRAMS AND FEE SCHEDULES Digital Program Clients advised directly by FAV on a discretionary basis generally pay an annualized investment advisory fee based on the discretionary account assets managed by FAV (the “Digital Program Advisory Fee”); although FAV may change the rate of the Digital Program Advisory Fee, including, but not limited to, charging flat fees that do not depend on the discretionary account assets, or waiving such advisory fees, depending on specific circumstances and/or nature of the relationship with a particular Digital Program Client or Digital Program Sponsor. In cases where Digital Program Clients are clients of FAV, the Digital Program Advisory Fee will be computed and payable quarterly in arrears based upon the average daily market value of all assets held in the Digital Program Client’s Account (excluding cash) during the quarter or as agreed upon with the Digital Program Client or Digital Program Sponsor. With respect to Digital Programs involving a Digital Program Sponsor and for which FAV acts as sub-adviser, the Digital Program Sponsor’s program brochure or investment management agreement generally contains information on minimum account sizes and fees payable to the Digital Program Sponsor and participating investment managers. Accordingly, minimum account size and fees will, from time to time, vary from program to program or within a single program based on, among other things, investment strategy. FAV generally receives, or anticipates receiving, a fee from the Digital Program Sponsor of the applicable Digital Program. The fee that FAV charges a Digital Program Sponsor or an adviser for which FAV serves as sub-adviser for the use of the GOE Algorithm and/or a GOE Portfolio is negotiable and subject to multiple factors, including the overall relationship that FAV has with the Digital Program Sponsor or primary adviser and the percentage of Affiliated Funds used by the Digital Program Sponsor or primary adviser within their specific Digital Program.

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The Digital Program Advisory Fee, and typically any fee charged by a Digital Program Sponsor to Digital Program Clients, does not cover the internal expense ratios (or similar types of fees) applicable to U.S. Registered Funds or collective investment trusts, held in a Digital Program Client’s Account from time to time. Such funds charge their own internal advisory, brokerage, and other fees and/or expenses, which are deducted from the fund’s net asset value and are borne by the fund’s shareholders, including a Digital Program Client. However, with respect to U.S. Registered Funds and collective investment trusts that are Affiliated Funds, FAV will, in most cases where the Digital Program Clients are advised directly by FAV, fully offset the Digital Program Advisory Fee by the portion of the Affiliated Fund fees and expenses that are retained by Franklin Templeton. Expenses that are charged in addition to the Digital Program Advisory Fee for which Digital Program Clients are independently responsible to the clearing firm, if incurred, are provided by the Digital Program Sponsor or the clearing firm, to the Digital Program Clients as part of the Digital Program offering. In the case of Digital Program Clients advised directly by FAV on a discretionary basis, the Digital Program Advisory Fee will be automatically deducted out of a Digital Program Client’s cash account. If the Digital Program Client’s Account does not have sufficient funds to pay the entire Digital Program Advisory Fee, then shares of U.S. Registered Funds in the Digital Program Client’s Account will be sold.

FAV’S MODEL PROGRAMS AND FEE SCHEDULES In situations where FAV participates as a model provider in Model Programs, FAV’s fees may be less than the fees it receives for advising similar Accounts outside of these programs. However, clients should be aware that the total fees and expenses associated with a Model Program may exceed those which might be available if the services were acquired separately. Clients should contact their Model Program Sponsor for more information on the total fees payable to FAV in connection with a Model Program.

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The Accounts advised by the Advisers accommodate a variety of investment goals and risk tolerances – from capital appreciation (with more growth-oriented strategies) to capital preservation (with fixed-income strategies). In seeking to achieve an Account’s specific investment objectives, each portfolio emphasizes different strategies and invests in different types of securities. The Advisers do not typically seek to recommend a particular type of security to a client. The following describes the specific methods of analysis and investment strategies of FAV other than for its SMA Program clients. For more information about the specific methods of analysis and investment strategies of another Adviser or for FAV’s SMA Program clients, please see that Adviser’s brochure or FAV’s SMA-Program Brochure, as applicable. FAV’s Accounts utilize various investment strategies including, but not limited to, equity, fixed income, core, hybrid, and multi-asset strategies. FAV’s investment management services incorporate fundamental investment research and valuation analyses, including original economic, political, industry and company research, and analyses of suppliers, customers and competitors. Company research includes the utilization of such sources as company public records and other publicly available information, management interviews, company-prepared information, and company visits and inspections. In addition, research services provided by brokerage firms are used to support FAV’s findings.

INVESTMENT STRATEGIES Strategies used by FAV include but are not limited to: U.S. AND GLOBAL FIXED INCOME FAV offers actively managed fixed income strategies ranging from a broad global multi-sector perspective to regionally focused, as well as sector-specific styles of investing. Such strategies emphasize rotation among different types of debt on a relative value basis, specific security selection, quantitative analysis of each security and the portfolio as a whole, as well as intensive credit analysis and review. Portfolios seeking income generally focus on one or more of the following securities: (i) taxable and tax-exempt money market instruments, (ii) tax-exempt and taxable municipal securities, (iii) global fixed-income securities, and (iv) taxable fixed-income debt securities of corporations, of the U.S. government and its sponsored agencies and instrumentalities, of non-U.S. governments, and nongovernment structured securities, such as residential mortgage backed securities or unsecured consumer loans. In addition, certain products will focus on investments in particular countries and regions. Some portfolios also use machine learning and statistical algorithms to analyze data gleaned from primarily non-bank, tech-focused, web-based platforms that originate secured and unsecured debt securities to support access to private lending investment opportunities. FAV’s investment process begins with frequent meetings, where senior fixed income and equity professionals from across the organization gather to discuss macroeconomic conditions, market events and relative value across sectors, markets and currencies. Sector teams representing the major fixed income markets provide bottom-up views on events and valuations within each sector. This is combined with independent quantitative insights and modelling which are reconciled with the fundamental recommendations to arrive at a final outlook on sector performance. All allocation decisions for fixed income portfolios are determined by the portfolio strategy teams. Once the broad investment themes that are used across all fixed income strategies have been

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developed, the individual strategy teams are responsible for formulating investment strategy and developing the Model Portfolio for their respective strategies, including targeted duration and yield curve positioning, industry and sector exposure which are optimized using the inputs from the strategy forum as well as unique constraints or goals to the strategy. FRANKLIN HYBRID The Franklin Hybrid investment strategies employ bottom-up, fundamental analysis., These strategies take a long-term investment view and utilize a flexible and diversified approach to managing portfolios, searching across asset classes including equities and equity-linked securities (convertibles and equity-linked notes) to meet each portfolio’s investment objective. Generally speaking, these strategies often seek to maximize total return, consistent with reasonable risk, by optimizing both capital appreciation and income generation under varying market conditions. These strategies may invest across market capitalizations and sectors. FRANKLIN DIVIDEND GROWTH The Franklin Rising Dividends strategy aims to provide investors with long-term capital appreciation. FAV's belief and experience is that companies with consistently rising dividends should, over time, also realize stock price appreciation in line with dividend growth over the longterm. With its focus on dividend growth, investing in high-yielding stocks or providing steady income is not the primary objective of the strategy. The Franklin Rising Dividends strategy invests primarily in companies that have: (1) raised their dividends in eight of the past ten years, (2) doubled their dividends over ten years, (3) strong balance sheets, and (4) modest payout ratios. As a fundamental investor focusing on individual securities, FAV looks for companies that it believes meet these criteria, trade below their intrinsic value and are fundamentally sound, and attempts to acquire them at attractive prices. The investment team then employs bottom-up, fundamental analysis to construct a more focused portfolio of companies that it believes offer strong rising dividends prospects looking forward. FRANKLIN U.S. GROWTH EQUITY The Franklin U.S. Growth Equity strategies seek to provide long-term capital appreciation by investing in companies meeting FAV’s criteria of growth, quality and valuation. Franklin U.S. Growth Equity strategies employed by FAV utilize bottom-up, fundamental security analysis and focus on high quality companies that can produce sustainable earnings and cash flow growth. FAV looks for long-term investment opportunities and seeks to deliver attractive risk-adjusted returns by identifying companies with potential for sustainable growth that is not already reflected in current stock prices. Equity strategies are complemented by an ongoing assessment of risk at both the security and portfolio levels. In this effort, the key variables examined include market opportunity (overall size and growth); competitive positioning of the company; assessment of management (strength, breadth, depth and integrity) and execution of plans; and the general financial strength and profitability of the enterprise, to determine whether the growth and quality aspects are properly reflected in the current share price. Certain strategies are focused primarily on companies within specific market capitalizations, such as small, small-mid, and large, while others invest across the entire market capitalization spectrum. FRANKLIN SECTOR STRATEGIES The Franklin Sector Strategies employ fundamental, bottom-up investment analysis to select securities within a specific sector or industry which FAV believes will help achieve the strategy’s primary investment goal. Depending on the strategy, FAV’s investment goal may be capital appreciation, current income, or a combination of these. The sector strategies employ a flexible approach and invest in different asset classes, including equities, convertibles, or fixed income and will typically invest in companies across the market cap spectrum. Additionally, certain strategies will focus on certain industry segments, for example venture capital investing in private companies within the technology industry.

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FRANKLIN REAL ESTATE SECURITIES The Franklin Real Estate Securities strategy invests in real estate investment trusts and listed real estate related companies around the United States, which represents an opportunity for many investors to gain exposure to commercial real estate. Such exposure generally offers investors total return and income potential, inflation protection and diversification versus broader equities. In managing the strategy, the investment team employs a fundamental, bottom-up investment process, enhanced with top-down sector insights, that seeks a concentrated, best ideas portfolio of sustainable growth companies with top-tier management teams and high-quality property portfolios. The investment team aims to provide diversification in the portfolio to maintain a reasonable level of risk. In addition to core real estate holdings across multiple sub-sectors, the team looks to gain tactical exposure to idiosyncratic opportunities as well as emerging secular growth themes within real estate. The investment team believes that their disciplined, consistent, and repeatable investment process can add value over time. MULTI-ASSET STRATEGIES FAV offers various multi-asset strategies utilizing a combination of strategic asset allocation, dynamic allocation and manager research capabilities, as well as income generation techniques. Our multi-asset strategies cross a broad spectrum of investment goals including income strategies, target date and target risk strategies, global allocation strategies, real return strategies, factorbased strategies and others. FTIS, which includes members of FAV, seeks to provide risk-adjusted returns within the asset allocation framework of individual mandates. The FTIS investment approach combines long-term strategic allocation decisions designed to provide investment solutions to client needs with shorterterm dynamic allocation adjustments to take advantage of the current market environment. Asset class views are built on proprietary evaluations of the relative attractiveness of equity, fixed income, cash and alternative investments from both within FTIS and the broader Franklin Templeton organization. In addition to asset class views, FTIS will, from time to time, also take regional or country views within asset classes depending on strategy flexibility. The Mandate Research team within FTIS provides recommendations on individual funds to be used within our multi-asset and multi-strategy portfolios based on a qualitative and quantitative review of performance, risk, management and investment process. FRANKLIN INCOME STRATEGIES The Franklin Income Strategies seek to maximize income while maintaining prospects for capital appreciation. The investment team looks opportunistically across asset classes, as well as across the capital structures of individual issuer companies, to identify investment opportunities that offer the most compelling risk-reward profiles and help fulfil the Fund’s investment goals. The Franklin Income Strategies have a very broad investment universe and seek to find opportunities across equities (common and preferred stock), equity-linked securities (convertibles and equity-linked securities) and fixed income securities (corporate bonds, government and government agency securities, and securitized instruments). The portfolio's asset mix is driven primarily by bottom-up individual security selection and rigorous proprietary fundamental research but is also supported by extensive top-down research capabilities that help form the investment team’s views on both individual securities and asset class weightings.

INVESTMENT RISKS Particular investment strategies or investments in different types of securities or other investments involve specific risks, including risk of loss, that clients should be prepared to bear. The risks involved, and their degree of significance, for different Accounts will vary based on each client’s investment strategy and the type of securities or other investments held in the Account. The following is a list of certain of the material risks, listed alphabetically, related to the significant investment strategies used by FAV, and, with respect to Fund of Funds and Manager-of-Managers arrangements, by the underlying managers. Not all possible risks are described below. For purposes of this section, the terms Fund and Account shall be interchangeable.

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Read the rest in the brochure

The Advisers currently provide investment advisory and portfolio management services under investment management agreements to clients in jurisdictions worldwide, which include registered open-end and closed-end funds and unregistered funds, as well as Separate Accounts. In addition, certain Advisers’ assets under management include assets in funds that are sold outside of the United States, including those that are similar to U.S. Registered Funds (“Non-U.S. Registered Funds”) and those that are similar to U.S. Private Funds. Certain Advisers also provide subadvisory services to Sub-Advised Accounts sponsored by other companies, which may be sold to the public under the brand names of those other companies or on a co-branded basis, and advisory or sub-advisory services to clients, other investment advisers and program sponsors in connection with SMA Programs as described in FAV’s SMA Program Brochure, which is available upon request. Additionally, at least one Adviser provides model investment portfolios to certain unaffiliated investment advisers and other financial institutions for use in connection with advisory service programs they provide to their clients, as well as advisory services through digital programs using proprietary investment algorithms. For information about the types of clients of a particular Adviser, please see that Adviser’s brochure, including below for FAV. An Adviser, if applicable, will consider each prospective Separate Account or Sub-Advised Account client on an individual basis. An Adviser generally will accept management of a new Separate Account only if a minimum amount of assets is invested unless special circumstances are present. See an Adviser’s brochure for more details, including below for FAV. An Adviser generally will accept management of a new Sub-Advised Account only if a minimum of $250 million in assets is invested by the end of the Sub-Advised Account’s third year under management with the Adviser, unless special circumstances are present. Special circumstances for Separate Account and SubAdvised Account clients include the existence of a related account already managed by the Advisers or an affiliate. Minimum investment requirements for investing in U.S. Registered Funds, Private Funds and other pooled investment vehicles managed by the Advisers are generally set forth in the prospectus, PPM or other offering documents of such client. In some cases, Account minimums are negotiated or waived at the applicable Adviser’s discretion.

U.S. REGISTERED FUNDS Franklin Templeton’s proprietary retail open-end and closed-end investment companies are registered under the 1940 Act and their securities are registered under the Securities Act of 1933 (“Securities Act”) and are offered under one of the Franklin Templeton brand names. These funds

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consist of various open-end investment companies serving the institutional and retail market, including variable insurance funds and smart beta, passive and actively managed ETFs. Additionally, certain Advisers provide investment management and related services to a number of closed-end investment companies and/or a number of money market funds whose shares are traded on various major U.S. stock exchanges. Funds managed by separate Advisers will, from time to time, have a common board of directors/board of trustees. Some Advisers also provide sub-advisory services to products regulated under the 1940 Act that are sponsored by third parties.

INSTITUTIONAL SEPARATE ACCOUNTS Advisers with institutional Separate Account clients generally provide investment management services to these clients in accordance with the investment objectives, strategies, guidelines and restrictions that are agreed to between the client and the Adviser in the investment management agreement or other similar agreement, which may be amended from time to time when mutually agreed to in writing. The Advisers provide a broad array of investment management services to their institutional clients, which include, from time to time, corporations and other business entities, charitable foundations, endowment funds, insurance companies, state or municipal entities, sovereign wealth funds and foreign government and private institutions, and government and corporate defined contribution and pension plans.

PRIVATE FUNDS As a general matter, each Private Fund is managed in accordance with its investment objective, strategy, guidelines and restrictions, as described within the Private Fund’s PPM . A Private Fund is not tailored to the individualized needs of any particular Private Fund Investor, except in limited cases where the Private Fund is established for the benefit of a single Private Fund Investor. In addition, an investment in a Private Fund does not, in and of itself, create an advisory relationship between the Private Fund Investor and an Adviser. Therefore, Private Fund Investors must consider whether a Private Fund meets their investment objectives and risk tolerance prior to making an investment in that Private Fund. Information about each Private Fund can be found in its PPM or other offering documents, which are available to current and prospective Private Fund Investors only through a broker-dealer affiliated with the Advisers or another authorized intermediary. In addition, certain non-U.S. affiliates of the Advisers may act as placement agents with respect to the distribution of certain Private Funds to Private Fund Investors outside the United States. While this brochure may be provided to, and include information relevant to, Private Fund Investors, it is designed solely to provide information about the Advisers and should not be construed as an offer or solicitation for interest in any Private Fund. U.S.-domiciled Private Funds advised by an Adviser are often organized as limited partnerships under the laws of jurisdictions within the United States (collectively, the “U.S. Private Funds”) and typically are excluded from the definition of an “investment company” pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act. Private Funds that are organized under the laws of jurisdictions outside of the United States (the “Offshore Funds”) are typically offered to persons who are not “U.S. Persons,” as defined under Regulation S of the Securities Act, and/or on a private placement basis to certain U.S. Persons (typically tax-exempt institutions) pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act. Additionally, certain Advisers provide advisory services to one or more Private Funds that are collective investment trusts exempted from the definition of an “investment company” pursuant to Section 3(c)(11) of the 1940 Act. Private Fund Investors are subject to certain eligibility requirements that are disclosed in the PPM or other offering documents for each of the U.S. Private Funds and Offshore Funds. Certain Private Funds operate using master/feeder structures, where trading and investment operations occur at the master fund level while Private Fund Investors invest through one or more feeder funds (that, in turn, invest substantially all of their assets in the master fund) or under certain circumstances, directly in the master fund itself. Private Funds of certain Advisers include, but are not limited to, funds of funds that invest primarily in other affiliated or unaffiliated investment vehicles (each a “Fund of Funds”).

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OTHER POOLED INVESTMENT VEHICLES In addition, certain Advisers’ assets under management include assets in funds that are sold outside of the United States, and whose investment objectives vary. The Advisers provide investment management, marketing and distribution services to vehicles, including SICAV funds, UCITS funds, contract-type funds and open-ended investment companies organized in Luxembourg and the United Kingdom, which are distributed in non-U.S. marketplaces, as well as investment management and sub-advisory services to locally organized funds in various countries outside the United States.

FAV’S CLIENTS FAV provides investment advisory and portfolio management services to U.S. Registered Funds (including ETFs) and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. FAV also manages, advises or sub-advises certain Sub-Advised Accounts and also provides model delivery programs and digital advisory programs as described above. FAV also acts as sub-adviser with respect to a limited number of clients and Sponsors in connection with SMA Programs and Digital Programs. Additional information about FAV’s SMA Program services is discussed in its SMA Program Brochure, which is available upon request. FAV’s assets under management also include assets in funds that are sold outside of the United States, and whose investment objectives vary. FAV provides investment management services to vehicles, including SICAV and OEIC funds, contract-type funds and open-ended investment companies organized in Luxembourg and the United Kingdom, which are distributed in non-U.S. marketplaces, as well as investment management or sub-advisory services to locally organized funds or advisers to such funds in various countries outside the United States. Separate Account clients include institutional and high net-worth clients. With respect to its institutional Separate Account clients, FAV’s institutional clients include, from time to time, corporations and other business entities, charitable foundations, endowment funds, insurance companies, state or municipal entities, sovereign wealth funds and foreign official institutions, and government and corporate defined contribution and pension plans. FAV generally will not accept management of a new Separate Account client of less than $10 million unless special circumstances are present, including the existence of a related account already managed by FAV or an affiliate. The minimum investment to participate in a Digital Program is $100 or as established in agreement with the Digital Program Sponsor and therefore will vary based on the terms of such agreement.

USE AND PROVISION OF CLIENT INFORMATION AND CONFIDENTIALITY CLAUSES IN INVESTMENT MANAGEMENT AGREEMENTS An Adviser will at times include a Separate Account client’s name in a representative or sample client list prepared by the Adviser with the client’s consent. The Advisers are not generally required to provide notice to, or obtain the consent of, any client for use or disclosure of Account information to third parties, provided such use does not disclose the client’s name or other personal information. This may include information relating to the Advisers’ investment experience with respect to an Account or an Account’s performance, composite and representative Account performance presentations, marketing materials, attribution and research analyses, statistical and data compilations, or similar materials. In various circumstances, an Adviser will disclose information to third parties that include a client’s name, account number or other account information (including non-public information), including, but not limited to: (i) in connection with the performance of the Adviser’s services under the respective investment management agreement (including, but not limited to, providing trading and other account information to brokers, third-party administrators, consultants, auditors and other counterparties, and the preparation and printing of client account statements and reports by third parties), (ii) if required by law or regulatory authority, including, but not limited to, any subpoena, administrative, regulatory or judicial demand or court order, or (iii) in connection with the bylaws or

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equivalent governing documents of any issuer in which the Account is invested. While the Advisers are not generally required to provide notice or obtain consent in these situations, certain clients may have provisions in their investment management agreements that require the Advisers to provide notice of certain types of disclosures or disclosure requests. However, any such notice will be limited to the extent permitted by applicable law, court order or regulation.

Performance-Based Management

Fees

and

Side-By-Side

The Advisers manage different types of Accounts with a variety of fee arrangements and charge performance-based fees or allocations with respect to certain clients in addition to management fees. These are described in more detail in Item 5 (“Fees and Compensation”) above. U.S. Registered Funds, for example, generally pay management fees based on a fixed percentage of assets under management, whereas Separate Accounts and Private Funds typically have more varied fee structures, including potentially a combination of asset- and performance-based compensation. Side-by-side management by an Adviser of Funds, Separate Accounts and Sub-Advised Accounts creates potential conflicts of interest, including those associated with any differences in fee structures, as well as other economic interests the Adviser or its supervised persons will, in certain circumstances, have in an Account managed by the Adviser. When an Adviser receives performance-based fees or allocations, the reward for strong investment returns can incentivize the Adviser to make investments that are riskier or more speculative than it would otherwise make. The prospect of achieving higher compensation from a Private Fund or Separate Account that pays performance-based fees or allocations than from an Account that does not pay such fees (e.g., U.S. Registered Funds) provides an Adviser with an incentive to favor the Private Fund or Separate Account when, for example, placing securities transactions that the Adviser believes could more likely result in favorable performance. Similarly, a significant proprietary investment held by an Adviser or an affiliate in an Account creates an incentive for the Adviser to favor such Account relative to other Accounts. In addition, the application of tax laws affecting performance-based fees or allocations can create incentives and affect the behavior of an Adviser and its personnel with respect to holding or disposing of Account investments. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Potential Conflicts Relating to Advisory and Other Activities – Allocation of Investment Opportunities”) for more information regarding conflicts of interest related to allocation of investment opportunities. The Advisers seek to conduct their business by treating all clients equally and by appropriately managing conflicts of interest that arise when conducting transactions involving multiple clients. The Advisers do this by disclosing potential conflicts to their clients and by implementing policies and procedures reasonably designed to address those conflicts. The Advisers have implemented a number of policies and procedures designed to address side-by-side management and the potential conflicts of interest that arise when a portfolio manager or different portfolio managers within a single investment adviser or investment group manage multiple funds and investment accounts for advisory clients. Advisers with U.S. Registered Funds as clients are subject to applicable law and/or policies and procedures with respect to such clients that limit or prescribe practices related to side-by-side management. For example, the U.S. Registered Funds are subject to restrictions relating to engaging in transactions with their affiliates, including restrictions relating to engaging in transactions jointly with their affiliates. These restrictions will, under certain circumstances, prohibit a U.S. Registered Fund from engaging in certain transactions alongside its affiliates. Additional examples of situations that create the potential for conflicts of interest are discussed below. A potential conflict of interest can arise if an Adviser sells short a security in one Account while simultaneously advising another Account to hold the same security long. The Advisers may have a legitimate reason for engaging in such inconsistent transactions. For example, the investment objectives of the two Accounts may differ. Nonetheless, the Advisers could be viewed as harming the performance of the Account with the long position for the benefit of the Account with the short position if the short sale caused the market value of the security to drop. To alleviate this potential conflict of interest, the Advisers have implemented policies and procedures to deny a short sale request in certain circumstances. Moreover, Advisers with U.S. Registered Funds as clients are subject to applicable law with respect to such clients that limit or prescribe practices related to short sales. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for additional information regarding conflicts arising from clients investing alongside other clients.

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Cross trades are another area that can present potential conflicts of interest in that they may be viewed as favoring one client over another. For example, an Adviser making a cross trade that is expected to increase in value from an Account (e.g., U.S. Registered Funds) with an asset-based fee to an Account with a performance fee could be perceived as doing so merely to increase the performance-based compensation it receives from the Account with a performance fee. The reverse is true with respect to securities expected to decrease in value. The Advisers have implemented inter-account transaction procedures to address these potential conflicts of interest by, among other things, requiring pre-clearance of all cross trades from the Compliance Department. Advisers with U.S. Registered Funds as clients are also subject to applicable law with respect to such clients that limit or prescribes practices related to cross trades. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for additional information regarding conflicts of interest related to cross trades. The Advisers will at times have different valuation processes for the Accounts they or their affiliates advise. Consequently, a U.S. Registered Fund and an Account that hold the same security may value that security differently. Different valuations of the same security could lead to questions about whether an Adviser acted appropriately. For example, an Adviser could be perceived as placing a higher valuation on a security held in an Account merely to increase its performancebased compensation from that Account. To address this conflict, an Adviser must document an explanation for any differences in the valuation of securities held by, for example, both a U.S. Registered Fund and another Account managed by the Adviser and/or its affiliates. The explanation provided must be reviewed and approved by the valuation committee formed to provide oversight and administration of the fair valuation policies and procedures adopted by the Advisers (the “Valuation Committee”). Additionally, Advisers with U.S. Registered Funds as clients are subject to applicable law and/or policies and procedures with respect to such clients that limit or prescribe practices related to valuation. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for further discussion on conflicts of interest related to valuation of investments. Aggregation and allocation of transactions and investment opportunities are other areas where potential conflicts of interest will arise. The Advisers, from time to time, aggregate orders of their clients to effect a larger transaction with the aim of reducing transaction costs. The Advisers must then allocate the securities among the participating Accounts. Although aggregation of transactions is permissible, potential conflicts of interest exist in the aggregation and allocation of client transactions. For example, an Adviser could be viewed as allocating securities that it anticipates will increase in value to certain favored clients, especially those that pay a performance-based fee to that Adviser. Similarly, if a portfolio manager identifies a limited investment opportunity that is suitable for several Funds or Accounts, a single Fund or Account may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible Funds and other Accounts. In other limited investment opportunities, including some privately offered investments, where the investment opportunity is suitable for multiple and different types of clients, allocation will, from time to time, be based on alternative methodologies designed to comply with applicable law and ensure fair and consistent treatment of such clients. The Advisers have implemented trade aggregation and allocation procedures designed to address these potential conflicts of interest. These procedures require that an average price be used for multiple executions of a particular security through the same broker on the same terms on the same day and describe the allocation methodologies to be applied as well as permissible exceptions from standard allocation methods that must be pre-approved by a designated trading desk compliance officer. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Potential Conflicts Relating to Advisory and Other Activities – Allocation of Investment Opportunities”) for further discussions on conflicts of interest related to allocation of investment opportunities and Item 12 (“Brokerage Practices – Aggregation and Allocation of Trades”) for further discussions on aggregation and allocation of trades. FAV’s Performance Based Fees and Side by Side Management. With respect to the Legacy Putnam Accounts, we attempt to address these potential conflicts of interest through compliance policies that are generally intended to place all legacy Putnam accounts, regardless of fee structure, on the same footing for investment management purposes. For example, under our policies:

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 Performance fee accounts must be included in all standard trading and allocation procedures with all other legacy Putnam accounts.  All accounts must be assigned to a specific category of account and trade together with allocations of similar legacy Putnam accounts in their categories based on the procedures generally applicable to all legacy Putnam accounts in those categories (such as based on relative risk budgets of accounts).

 All trading must be effected through normal queues and procedures must be followed (that is, no special treatment is permitted for performance fee accounts or higher-fee accounts based on account fee structure).  Front running is prohibited.  Without approval of the Chief Compliance Officer, no portfolio manager or team may be guaranteed or specifically allocated any portion of a performance fee. Interested clients whose accounts bear performance fees should refer to the documentation for their particular fund or account for more information. As part of these policies, we have also implemented trade oversight and review procedures in order to monitor whether particular legacy Putnam accounts (including higher-fee accounts, performance fee accounts and affiliated accounts) are being favored over time. Although we believe our policies and procedures are reasonably designed, it is not possible to eliminate all the potential risks of these conflicts. For more information about other potential conflicts of interest in trading and managing client accounts, see Item 11.

The Advisers are wholly-owned subsidiaries (whether directly or indirectly) of Franklin Templeton, a holding company with its various subsidiaries that operate under the Franklin Templeton and/or subsidiary brand names. The Advisers have certain business arrangements with related persons/companies that are material to the Advisers’ advisory business or to their clients, including those described in this Item 10 (“Other Financial Industry Activities and Affiliations”). In some cases, these business arrangements will, from time to time, create a potential conflict of interest, or the appearance of a conflict of interest between the Advisers and a client. Please see Item 4 (“Advisory Business”) for additional information on services of affiliates. Recognized conflicts of interest are discussed in Item 6 (“Performance-Based Fees and Side-BySide Management”) above and Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) and Item 12 (“Brokerage Practices”) below. The Advisers have arrangements with one or more of the following types of related persons that may be considered material to their advisory business or to their clients.

RELATED BROKER-DEALERS The Advisers are under common control with Franklin Distributors, LLC (“FD, LLC”), Royce Fund Services, LLC (“RFS”) and Clarion Partners Securities, LLC (“CPS”), all of which are SEC registered broker-dealers and are members of the Financial Industry Regulatory Authority (“FINRA”). FD, LLC is also registered with the Commodity Futures Trading Commission (“CFTC”) as an introducing broker and is a member of the National Futures Association (“NFA”). FD, LLC is a limited purpose broker-dealer that serves as an underwriter and distributor for Franklin’s U.S. Registered Funds and 529 college savings plans. Furthermore, FD, LLC serves as a placement agent for Franklin affiliated private funds. FD, LLC also serves as broker-dealer of record on certain accounts of Fund shareholders that are held directly with the Fund’s transfer agents. FD, LLC registered staff principally engage in wholesaling and marketing activities. FD, LLC does not make recommendations to purchase or sell fund shares to retail investors. Underwriting and distribution fees are earned primarily by distributing Funds pursuant to distribution agreements between FD, LLC and the Funds. Under each distribution agreement, the Fund’s shares are offered and sold on a continuous basis and certain costs associated with underwriting

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and distributing the Fund’s shares may be incurred, including the costs of developing and producing sales literature, shareholder reports and prospectuses. RFS is the distributor of The Royce Fund and Royce Capital Fund, two open-end U.S. registered management investment companies with 12 separate series between them. RFS is also a whollyowned subsidiary of Royce & Associates LP, a majority-owned subsidiary of Franklin Templeton. RFS does not execute any securities transactions for client portfolios. CPS is wholly owned by Clarion Partners, LLC, a subsidiary of Franklin Templeton (“Clarion Partners”) and provides distribution services with respect to the private funds sponsored and advised by Clarion Partners. CPS does not hold client accounts or take in investor monies. CPS does not provide brokerage services in connection with transactions involving securities. In addition, certain of the Advisers’ employees are registered representatives of FD, LLC. Please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for a discussion of the associated conflicts. In addition to the above, certain non-U.S. affiliates of the Advisers act as placement agents with respect to the distribution of certain Private Funds to Private Fund Investors outside the United States.

U.S. REGISTERED FUNDS Certain Advisers serve as investment adviser to one or more U.S. Registered Funds, as described in such Advisers’ brochure.

RELATED INVESTMENT ADVISERS The Advisers will, under certain circumstances, enter into a sub-advisory arrangement with, or refer a client to, an investment adviser affiliate, including from time to time another Adviser, capable of meeting the client’s specific investment needs. One or more of these affiliated investment advisers may be serving as a commodity trading advisor (“CTA”) and/or a commodity pool operator (“CPO”) that is either registered or exempt from registration with the CFTC. The Advisers as well as other investment adviser affiliates are affiliated with each other through the common control of Franklin Templeton, and certain of these advisory entities share certain supervised persons, portfolio management personnel and investment research with each other. The Advisers will, from time to time, use the services of appropriate personnel of one or more of their affiliates for investment advice, portfolio execution and trading, and client servicing in their local or regional markets or their areas of special expertise, except to the extent restricted by the client or pursuant to its investment management agreement, or inconsistent with applicable law. In carrying out the requested services for an Adviser, portfolio management personnel of the Adviser’s affiliates will, from time to time, recommend to, or invest on behalf of, the affiliates’ clients in securities that are the subject of recommendations to, or discretionary trading on behalf of, the Adviser’s clients. Arrangements among affiliates take a variety of forms, including delegation arrangements, formal subadvisory agreements or servicing agreements. In these circumstances, the client with whom an Adviser has executed the investment management agreement will typically require that the Adviser remains fully responsible for the Account from a legal and contractual perspective. No additional fees are charged for the affiliates’ services except as disclosed in the investment management agreement or Fund offering documents. These relationships will, from time to time, present potential conflicts of interest relating to the Advisers’ activities. Please see Item 6 (“Performance-Based Fees and Side-BySide Management”) and Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) for additional information.

PRIVATE FUNDS For the Advisers who manage Private Funds, these funds are typically structured as U.S. and/or non-U.S. limited partnerships, limited liability companies, collective investment trusts and/or exempted companies in order to meet the legal, regulatory and tax demands of Private Fund Investors. An Adviser or an affiliate thereof typically acts as general partner, managing member,

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trustee, investment manager and/or otherwise exercises investment discretion with respect to these Private Funds in which investors are solicited to invest. Entities affiliated with the Advisers will also, from time to time, invest in and/or provide services other than advice (including, but not limited to, administration, organizing and managing business affairs, executing and reconciling trades, preparing financial statements and providing audit support, preparing tax related schedules or documents, legal support, sales and investor relations support, diligence and valuation services) to such Private Funds, in some cases for a fee separate and apart from the advisory fee. Franklin Templeton’s personnel, including employees of the Advisers’ affiliates, usually also serve on the board of directors of certain Private Funds. A Private Fund (other than those organized as a collective investment trust) will typically pay or reimburse the Advisers or their affiliates for certain organizational and initial offering expenses related to the Private Fund. Further information can be found in the PPM or other offering documents for each Private Fund.

AFFILIATED CUSTODIAN From time to time a client’s Account will use the Advisers’ affiliate, Fiduciary Trust Company International (“FTCI”), to provide custodial services to the client in connection with the Advisers’ management of such Account. When a client chooses to use FTCI as its custodian, FTCI will charge fees to the client for its custodial services; however, the Advisers do not receive any fees or compensation in connection with its recommendation or the client’s use of FTCI’s services.

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS OF FAV Related Broker-Dealers One or more of FAV’s management persons are registered with FINRA as a registered representative of an affiliated broker-dealer of FAV. CFTC Registrations FAV is a member of the NFA and is registered with the CFTC as a CTA. However, FAV is generally exempt from the CFTC’s disclosure and recordkeeping requirements applicable to registered CTAs under various exemptions on which it relies, including, but not limited to, CFTC Rule 4.7. Certain of the U.S. Registered Funds and Private Funds managed by FAV are commodity pools for which FAV is the CPO. As the CPO for certain U.S. Registered Funds, FAV is either (i) registered as a CPO with the CFTC but exempt from certain reporting and disclosure requirements pursuant to Rule 4.12(c) under the Commodity Exchange Act (“CEA”) or (ii) excluded from the need to register and the related requirements, pursuant to Rule 4.5 under the CEA or other provisions under the CEA and the rules of the CFTC. As the CPO for certain Private Funds, FAV is either (i) registered as a CPO, but exempt from certain reporting, recordkeeping and disclosure requirements pursuant to Rule 4.7 under the CEA or (ii) exempt from the need to register and related requirements pursuant to CEA Rule 4.13(a)(3) or other provisions under the CEA and the rules of the CFTC. FAV’s activities as a CPO or a CTA enable FAV to use commodities as part of certain Private Funds’ and Registered Funds’ investment strategies and do not pose a conflict with FAV’s investment advisory business. In addition, certain of FAV’s management persons have also registered as associated persons of FAV to the extent necessary or appropriate to perform their responsibilities, and/or as associated persons of an affiliated entity that is registered with the CFTC as a CPO and/or a CTA. Manager-of-Managers Arrangements Since the merger of QS Investors, LLC into FAV, FAV offers Manager-of-Managers arrangements. There are circumstances in such arrangements where FAV has a conflict of interest to recommend that more assets be allocated to a Sleeve managed by itself or an affiliate, or to allocate to Sleeves with higher fees, because FAV or such affiliate would receive additional compensation. Please see Item 5 (“Fees and Compensation – FAV’s Other Fees and Expenses – Underlying Manager Fees and Transition-Related Costs in Manager-of-Managers Arrangements”) for more information regarding fees charged in Manager-of-Managers arrangements.

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CODE OF ETHICS SUMMARY Franklin Templeton has adopted the Franklin Templeton’s Code of Ethics and Business Conduct (the “Code of Ethics”), which is applicable to all officers, directors, and employees of Franklin Templeton and its U.S. and non-U.S. subsidiaries and affiliates, including the Advisers. The Advisers are also subject to the Franklin Templeton Personal Investments and Insider Trading

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Policy (the “Personal Investments Policy”), which serves as a code of ethics adopted by Franklin Templeton pursuant to Rule 204A-1 under the Advisers Act and Rule 17j-1 of the 1940 Act. A brief description of the main provisions of the Personal Investments Policy follows. The Personal Investments Policy states that the interests of the Advisers’ clients are paramount and come before any employee. All Covered Employees (as defined below) are required to conduct themselves in a lawful, honest and ethical manner in their business practices and to maintain an environment that fosters fairness, respect and integrity. “Covered Employees” include the Advisers’ partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other person who provides advice on behalf of the Advisers and are subject to the supervision and control of the Advisers. The personal investment activities of Covered Employees must be conducted in a manner that avoids actual or potential conflicts of interest with the clients of the Advisers. Covered Employees are required to use their positions with the Advisers and any investment opportunities they learn of because of their positions with the Advisers in a manner consistent with their fiduciary duties to use such opportunities and information for the benefit of the Advisers’ clients and with applicable laws, rules and regulations. In addition, the Personal Investments Policy states that information concerning the security holdings and financial circumstances of the Advisers’ clients is confidential and Covered Employees are required to safeguard this information. Additionally, Access Persons, a subset of Covered Employees, are required to provide certain periodic reports on their personal securities transactions and holdings. “Access Persons” are generally employees of the Adviser and those persons who have access to non-public information regarding the securities transactions of the Advisers’ funds or clients; are involved in making securities recommendations to clients; have access to securities recommendations that are nonpublic; or have access to non-public information regarding the portfolio holdings of funds for which an Adviser serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter controls an Adviser, is controlled by an Adviser or is under common control with an Adviser. The Advisers’ Access Persons must obtain pre-clearance from the Compliance Department before buying or selling any security (other than those not requiring pre-clearance under the Personal Investments Policy). The Personal Investments Policy also requires pre-clearance before investing in a private investment or purchasing securities in a limited offering. The Personal Investments Policy generally prohibits Access Persons from investing in initial public offerings (“IPOs”); however, such investments may be permissible in certain circumstances or jurisdictions with prior approval from the Compliance Department. To avoid actual or potential conflicts of interest with the Advisers’ clients, certain transactions and practices are prohibited by the Personal Investments Policy. These include: front-running, trading parallel to a client, trading against a client, using proprietary information for personal transactions, market timing, and short selling Franklin Templeton stock and the securities of Franklin Templeton closed-end funds. The Personal Investments Policy requires prompt internal reporting of suspected and actual violations of the Personal Investments Policy. In addition, violations of the Personal Investments Policy are referred to the Chief Compliance Officer as well as the relevant management personnel. The Advisers maintain a “restricted list” of securities in which the Advisers’ personnel generally may not trade. The restricted list is updated as necessary and is intended to prevent the misuse of material, non-public information by their employees. In addition to continuous monitoring, the Compliance Department will conduct forensic testing or auditing of reported personal securities transactions to ensure compliance with the Personal Investments Policy. No Covered Employee or Access Person may trade while in possession of material, non-public information (“MNPI”) or communicate MNPI to others. Information is considered material if there is a substantial likelihood that a reasonable investor would consider the information to be important in making his or her investment decision, or if it is reasonably certain to have a substantial effect on the price of the company’s securities. Information is non-public until it has been effectively communicated to the marketplace. If the information has

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been obtained from someone who is betraying an obligation not to share the information (e.g., a company insider), that information is very likely to be non-public. The Advisers have implemented a substantial set of personal investing procedures designed to avoid violation of the Personal Investments Policy. Copies of the Personal Investments Policy are available to any client or prospective client upon request by emailing GCSS at GlobalClientServiceSupportAmericas@franklintempleton.com.

POTENTIAL CONFLICTS RELATING TO ADVISORY AND OTHER ACTIVITIES The Advisers and their affiliates engage in a broad range of activities, including investment activities for their own account and for the accounts of others and providing transaction-related, investment advisory, management and other services. In addition, while the Advisers are typically not themselves a general partner of any limited partnership, one or more of their affiliates often serve as a manager, general partner or trustee or in a similar capacity of a partnership, trust or other collective investment vehicle in which the Advisers’ clients are solicited to invest. In the ordinary course of an Adviser conducting its activities for a client, the interests of a client will, from time to time, conflict with the interests of the Adviser, other clients and/or their respective affiliates. Potential or actual conflicts of interest arise, from time to time, in (i) principal transactions, (ii) cross trades, (iii) investments by the Advisers or their employees for their personal accounts, (iv) client investment in entities affiliated with an Adviser or in which an Adviser or an affiliate has an interest, (v) allocation of investment opportunities and expenses, (vi) diverse membership among investors in a client Account, and (vii) diversity of client base, among others. In addition, while the Advisers are part of the Franklin Templeton organization, the Advisers have their own clients. Although an Adviser may focus primarily on an investment strategy different from other Advisers, clients of the Adviser and such other Advisers will, from time to time, invest in the same company or issuer, including in the same security or in different securities of such company or issuer. In such circumstances, interests of the Adviser’s clients will, at times, therefore conflict with the interests of the clients of the other Advisers. In addition, the interests of and between the Advisers themselves will at times be in conflict. These and other conflicts of interest are more fully described below. The Advisers manage assets of clients in accordance with the investment mandate selected by the clients and applicable law and will seek to give advice to, and make investment decisions for, such clients that the Advisers reasonably believe to be in the best interests of such clients. The Advisers have implemented policies and procedures that are reasonably designed to appropriately identify, disclose, limit and/or mitigate conflicts of interest. Additional limits and mitigants of conflicts are identified below. Any review of a conflict of interest will take into consideration the interests of the relevant Accounts, the circumstances giving rise to the conflict, applicable policies and procedures of the Advisers, and applicable laws. The following discussion is not a complete list of conflicts to which the Advisers or clients are subject. In addition, other conflicts are discussed elsewhere in this brochure. Principal Transactions From time to time the Advisers may recommend, to the extent permitted by law, that clients buy an asset from, or sell an asset to, the Advisers or their affiliates. These transactions involving the purchase and sale of assets are commonly referred to as “principal transactions.” A principal transaction may also be deemed to occur if an Adviser and/or an affiliate owns a substantial portion of a Fund, and that Fund participates in a transaction with another client. Principal transactions present an inherent conflict of interest because an Adviser and/or one or more of its affiliates are on both sides of such transactions. To the extent that an Adviser engages in a principal transaction covered by Section 206(3) of the Advisers Act, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act, including that the Adviser will notify the applicable client (or an independent representative thereof) in writing of the transaction and obtain the client’s consent (or the consent of an independent representative thereof). The Advisers seek to alleviate the conflict of interest posed by principal transactions with procedures requiring pre-clearance of any principal transaction by the Compliance Department and ensuring requisite client consent has been received.

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BEST EXECUTION The Advisers have adopted policies and procedures that address best execution with respect to equity and fixed income investments and provide guidance on brokerage allocation. The policies and procedures are reasonably designed to ensure (i) that execution services meet the quality standards established by the Advisers’ trading teams and are consistent with established policies, (ii) the broadest flexibility in selecting which broker-dealers can provide best execution, (iii) evaluation of the execution capabilities of, and the quality of execution services received from, broker-dealers effecting portfolio transactions for the Advisers’ clients, and (iv) the identification and resolution of potential conflicts of interest. The policies and procedures for equity transactions outline the criteria that the trading team at each global location uses to determine which broker-dealer(s) have provided the highest quality execution services over a particular time period. These include a periodic review of brokerage allocations, the rationale for selecting certain broker-dealers, and a review of historical brokerdealer transactions to test application of the Advisers’ best execution procedures. While the Advisers generally seek competitive commission rates for equity transactions, they do not necessarily pay the lowest commission or commission equivalent; nor will they select brokerdealers solely on the basis of purported or posted commission rates or seek competitive bidding for the most favorable commission rate in advance. In an effort to maximize value for their clients, the Advisers will seek to obtain the best combination of low commission rates relative to the quality of execution and other brokerage services received. Transactions involving specialized services or expertise on the part of the broker-dealer may result in higher commissions or their equivalents. The policies and procedures for fixed income transactions reflect the same general fiduciary principles that are covered in the equity transaction policies and procedures, but also address the special considerations for executing transactions in fixed income securities. Since trading fixed income securities is fundamentally different from trading in equity securities in that the Advisers will generally deal directly with market makers, the Advisers consider different factors when assessing best execution. In these transactions, the Advisers typically effect trades on a net basis, and do not pay the market maker any commission, commission equivalent or markup/markdown other than the spread. The Advisers’ traders for both fixed income and equity investments are responsible for determining which qualified broker-dealers will provide best execution, taking into account the best combination of price and intermediary value given the client’s strategies and objectives. The Advisers may also engage in derivative transactions that are entered into under a negotiated agreement with a counterparty or futures commission merchant, including, but not limited to, swaps, futures, forwards and options. The agreements to trade these instruments must be in place prior to effecting a transaction. If the Advisers are unable to negotiate acceptable terms with a counterparty or are restricted from engaging certain counterparties for an Account, for example, based on an Adviser’s assessment of a counterparty’s creditworthiness and financial stability at any given time, the universe of counterparties that the Advisers can choose from will be limited and the standard for best execution may vary with the type of security or instrument involved in a particular transaction. The policies and procedures for equity and fixed income transactions also address the aggregation and allocation principles established by the Advisers for derivatives trading.

BROKERAGE FOR CLIENT REFERRALS If consistent with their duty to seek best execution, the Advisers will, from time to time, use brokerdealers that refer account clients to the Advisers or an affiliate. To the extent that these referrals result in an increase in assets under management, the Advisers or their affiliates will likely benefit.

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Therefore, a potential conflict exists that an Adviser could have an incentive to select or recommend a broker-dealer based on its interest in receiving client referrals rather than obtaining best execution on behalf of its clients. In order to manage this potential conflict of interest, the Advisers do not enter into agreements with, or make commitments to, any broker-dealer that would bind the Advisers to compensate that broker-dealer through increased brokerage transactions for client referrals or sales efforts; nor will the Advisers use step-out transactions or similar arrangements to compensate selling brokers for their sales efforts. In addition, the U.S. Registered Funds have adopted procedures pursuant to Rule 12b-1(h) under the 1940 Act (“Prohibition on the Use of Brokerage Commissions to Finance Distribution”), which provide that neither such funds nor the fund’s Adviser may direct brokerage in recognition of the sale of fund shares. Consistent with those procedures, the Advisers do not consider the sale of mutual fund shares in selecting broker-dealers to execute portfolio transactions. However, whether or not a particular broker or dealer sells shares of the Advisers’ mutual funds neither qualifies nor disqualifies such broker or dealer to execute transactions for those mutual funds.

POLICY ON USE OF CLIENT COMMISSIONS When appropriate under their discretionary authority and consistent with their duty to seek best execution, the Advisers or their related persons will, from time to time, direct brokerage transactions for Accounts to broker-dealers that provide the Advisers with research and/or brokerage products and services. The brokerage commissions from client transactions that are used to pay for research or brokerage services in addition to basic execution services are referred to here as “client commissions.” In the United States, broker-dealers typically bundle research with their trade execution services. The research provided can be either proprietary (created and provided by the executing brokerdealer, including tangible research products as well as access to analysts and traders) or thirdparty (created by a third party but provided by the executing broker-dealer). To the extent permitted by applicable law, the Advisers will, from time to time, use client commissions to obtain both proprietary and third-party research as well as certain brokerage products and services. The receipt of research in exchange for client commissions benefits the Advisers by allowing the Advisers to supplement their own research and analysis and also gain access to specialists from a variety of securities firms with expertise on certain companies, industries, areas of the economy, and market factors without the Advisers having to pay for such services and resources. The Advisers believe that this research provides an overall benefit to their clients. The Advisers become eligible for client commission credits by sending trades and paying trade commissions to broker-dealers (“Commission Sharing Agreement Broker-Dealers”) who both execute the trades and provide the Advisers with research and other brokerage products and services. These products and services come in a variety of forms including: (1) research reports generated by the broker-dealer, (2) conferences with representatives of issuers, and (3) client commission credits that can be used to obtain research reports or services from others. The portion of any trade commission on a particular trade attributable to the client commission research or other brokerage products and services cannot be identified at an individual account level. Listed in alphabetical order below are the 12 Commission Sharing Agreement Broker-Dealers from whom the Advisers, other than K2/D&S Management Co., L.L.C., and certain of their affiliates generated the most client commission credits. Additional Commission Sharing Agreement BrokerDealers are also used to a lesser degree, and therefore the following list is subject to change periodically. This and the above information are intended to satisfy the alternative reporting option for Form 5500, Schedule C.

Bank of America/Merrill Lynch Bernstein Citigroup Global Markets Inc. Goldman Sachs Instinet / Nomura

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Virtu Financial Inc Jefferies & Company JP Morgan Securities Inc Liquidnet Morgan Stanley& Co. RBC Capital Markets UBS AG

Section 28(e) of the U.S. Securities Exchange Act of 1934 provides a safe harbor that allows an investment adviser to pay for research and brokerage services with the client commission dollars generated by account transactions. The Advisers currently acquire only the types of products or services that qualify for the safe harbor. Research and brokerage services acquired with client commissions permitted under the safe harbor include, but are not limited to:

reports, statistical data, publications and other information on the economy, industries, sectors, individual companies or issuers, which may include research provided by proxy voting services; software and communications services related to the execution, clearing and settlement of securities transactions; software that provides analyses of securities portfolios; statistical trade analysis; reports on legal developments affecting portfolio securities; registration fees for conferences and seminars; consultation with analysts, including research conference calls and access to financial models; investment risk analyses, including political and credit risk; investment risk measurement systems and software; analyses of corporate responsibility issues; and market data services, such as those which provide price quotes, last sale prices and trading volumes.

Examples of specific products and services received within the last year include those provided by Bloomberg, Refinitiv, FactSet, MSCI/Barra and Standard and Poor. Services may also include access to information providers who are part of what may be referred to as an “expert network.” Firms providing such a service often facilitate consultations among researchers, investment professionals, and individuals with expertise in a particular field or industry, such as doctors, academics and consultants. Access to expert networks is particularly helpful in understanding sectors of the market that are highly complex or technical in nature. The Advisers have developed controls in support of existing policies and procedures governing the use of expert networks and the information they may provide to the Advisers. If a product or service used by the Advisers provides both research and non-research benefits, the Advisers will generally consider it as a mixed-use item and will pay for the non-research portion with cash from their own resources, rather than client commissions. The Advisers will then allocate the cost of the product between client commissions and cash according to their anticipated use. Although the allocation between client commissions and cash is not a precise calculation, the Advisers make a good faith effort to reasonably allocate such services, and maintain records detailing the mixed-use research, services and products received and the allocation between the research and non-research portions, including payments made by client commissions and cash. It is not ordinarily possible to place an exact dollar value on the special execution or on the research services the Advisers receive from dealers effecting transactions in portfolio securities. The Advisers will typically select a broker-dealer based on their assessment of the broker-dealer’s trade execution services and their belief that the research, information and other services the broker-dealer provides will benefit Accounts. As a result, broker-dealers selected by the Advisers will, from time to time, be paid a commission rate for effecting portfolio transactions for Accounts in excess of amounts other broker-dealers would have charged for effecting similar transactions if the Advisers determine that the commission is reasonable in relation to the value of the brokerage

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The Advisers or a related person, from time to time, enter into referral fee arrangements to compensate affiliated and non-affiliated persons for referring or otherwise recommending its investment advisory services to potential clients. To the extent required, such arrangements would be governed by the policy on the use of solicitors and client referrals adopted by the Advisers and entered into in accordance with Rule 206(4)-1 under the Advisers Act and other applicable law. The compensation paid may consist of a cash payment computed as a flat fee; a percentage of an Adviser’s (or an affiliate’s) advisory fee, performance fee or carried interest; or some other method of computation agreed upon between the parties. For some Accounts, primarily certain Private Funds, a third-party distributor will be compensated by way of a retrocession that is specified in the applicable selling or referral agreement. Retrocession is a term used to describe an on-going fee payable by the Adviser to the third-party distributor so long as such assets placed by the third-party distributor remain invested in the Account. To the extent allowed under applicable law, the Advisers’ Code of Ethics and the policies and procedures (including the Anti-Corruption Policy) of the Advisers, their affiliates, and/or a particular broker-dealer, the Advisers or a related person will, from time to time, (i) pay broker-dealer sponsors for training seminars, conferences and other educational events, (ii) pay travel and lodging expenses relating to financial advisers’ attendance at an Adviser’s due diligence meetings, (iii) give certain business-related gifts or gratuities and/or pay reasonable expenses relating to meals and/or entertainment for financial advisers, and (iv) make a contribution in connection with a charitable event or to a charitable organization sponsored, organized or supported by a broker-dealer or its representatives, on behalf of such broker-dealer or its representatives, or to which such broker-dealer or its affiliates provides professional services. With respect to certain Advisers that serve SMA Program clients, such Advisers receive fees, directly or indirectly, from the sponsor of the SMA Program for all services rendered by such Advisers to the SMA Program clients including, on occasion, out of the sponsor’s own resources. As such, these Advisers may be considered to receive cash compensation from a non-client in connection with giving advice to SMA Program clients. Similarly, in certain cases where an Adviser serves as a sub-adviser, the Adviser will, from time to time, receive advisory fees from the primary investment manager rather than directly from the investment advisory client. In certain arrangements, including in model delivery programs offered by Sponsors of SMA Programs, the applicable Adviser or its affiliate pays the Sponsor or its affiliate various fees in connection with the model delivery program, such as model set up, onboarding and maintenance fees, tax-related analysis fees and data analytics fees allowing for the delivery of the model portfolio on the Sponsor’s platform. For details regarding economic benefits provided to the Advisers by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) above.

On July 2, 2020, following an offer of settlement from FAV and another Franklin Templeton SEC registered investment adviser, the SEC entered an order instituting administrative and cease-anddesist proceedings pursuant to Section 9(f) of the 1940 Act and Sections 203(e) and 203(k) of the Advisers Act, making findings, and imposing remedial sanctions and a cease-and-desist order against FAV (the “Order”). In the Order, the SEC found that (1) between December 2014 and November 2015, FAV caused certain Franklin Templeton funds it manages (the “Subject Funds”) to invest in shares of three unaffiliated ETFs (the “Subject ETFs”) in excess of the 10% investment limit under Section 12(d)(1)(A)(iii) of the 1940 Act; (2) FAV did not implement certain of the Subject Funds’ policies and procedures designed to prevent such violations, thereby causing the Subject Funds to violate Rule 38a-1(a) of the 1940 Act; and (3) in determining not to reimburse certain of the Subject Funds for losses that resulted from the corrective sale of one of the Subject ETFs by offsetting gains realized from the corrective sale of the two other Subject ETFs, FAV did not follow its policies and procedures and did not disclose material information to the Subject Funds’ board, thereby violating Section 206(2) and Section 206(4) and Rule 206(4)-7 of the Advisers Act. FAV later reported the losses to the Subject Funds’ board and fully reimbursed the Subject Funds for the losses including interest. FAV neither admitted nor denied the SEC’s findings. For purposes of settlement, FAV consented to the entry of the Order and a censure and agreed to pay a civil monetary penalty of $250,000.

The Advisers manage investment portfolios for each of their clients. Generally, the portfolios under an Adviser’s management are reviewed by one or more portfolio managers who are responsible to their respective Chief Investment Officer (or other, similar senior investment professional), either directly or indirectly. Such review may be made with respect to an Adviser’s clients’ investment

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objectives and policies, limitations on the types of instruments in which each of its clients may invest and concentration of investments in particular industries or types of issues. There is no general rule regarding the number of Accounts assigned to a portfolio manager. The frequency, depth, and nature of Account reviews are often determined by negotiation with individual clients pursuant to the terms of each client’s investment management agreement or by the mandate selected by the client and the particular needs of each client. Written reports of portfolio breakdown, transactions and performance are typically provided to clients no less frequently than quarterly. Additional trade reports may be available upon request.

For certain Separate Account clients that retain FTCI to act as custodian for the Accounts and/or authorize an Adviser to receive its advisory fees out of the assets in such clients’ Accounts by sending invoices to the respective custodians of those Accounts, the Adviser will be deemed by the SEC to have custody of the assets in those Accounts. As a result, such clients, where required, will receive account statements directly from FTCI or their third-party custodians, as applicable, for the Accounts, which should be carefully reviewed. In addition to account statements delivered by these custodians, the applicable Adviser may provide such clients with separate reports or account

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statements containing information about the Accounts. Clients should compare these carefully to the account statements received from the custodian and report any discrepancies to their Adviser and custodian immediately. An Adviser, if it advises Private Funds, will also be deemed to have custody of the assets of certain Private Funds for which it or its related person serves as general partner (or in a comparable position for other types of pooled investment vehicles). Investors in these pooled investment vehicles that receive the fund’s annual audited financial statements in accordance with the Advisers Act should review these statements carefully and should contact their Adviser immediately if they do not receive audited financial statements in a timely manner. To the extent that a pooled investment vehicle for which an Adviser or its related person serves as general partner (or in a comparable position) does not provide investors with its annual audited financial statements as described above, such fund’s custodian will deliver to the investor a quarterly statement as required under the Advisers Act, which should be carefully reviewed by the investor, and the pooled investment vehicle will be subject to an independent examination in accordance with the Advisers Act.

Generally, the Advisers have discretionary authority to supervise and direct the investment of the assets under their management, without obtaining prior specific client consent for each transaction. This investment discretion is granted by written authority of the client in the investment management agreement between the client and an Adviser and is subject to such limitations as a client may impose by notice in writing and as agreed to by the Adviser. To the extent an Adviser has discretionary authority over assets of a Sub-Advised Account, such authority is granted in an advisory agreement between the Adviser and the Sub-Advised Account and/or the manager of such Sub-Advised Account. Under their discretionary authority, the Advisers will generally make the following determinations in accordance with the investment management agreement, the client’s investment restrictions, the Advisers’ internal policies, commercial practice, and applicable law, without prior consultation or consent before a transaction is effected:

Which securities or other instruments to buy or sell; The total amount of securities or other instruments to buy or sell; The broker-dealer or counterparty used to buy or sell securities or other instruments; and/or The prices and commission rates at which transactions are effected.

When an Adviser believes engagement will be beneficial, it may, in the Adviser’s sole discretion unless otherwise agreed, submit a shareholder proposal to, or otherwise actively engage with, the issuer of securities held in one or more Accounts. An Adviser may also delegate its discretionary authority to a sub-adviser where the Adviser believes, in its sole discretion, that such delegation would be beneficial unless it is prohibited under the investment management agreement or under applicable law. The Advisers will consider a variety of factors including, but not limited to, costs when considering whether to engage in such activities. The Advisers may, in an Adviser’s sole discretion, accept the initial funding of an Account with one or more securities in-kind. Subject to the terms of the investment management agreement and applicable law, the Advisers will use good faith efforts to liquidate any such securities that the Advisers do not elect to keep as part of such Account and shall not be liable for any investment losses or market risk associated with such liquidation.

LIMITATIONS ON DISCRETION Certain Advisers provide non-discretionary services to Accounts, pursuant to which the Advisers provide a client with research, model portfolios or advice with respect to purchasing, selling, or holding, particular investments. Accounts for which the Advisers do not have investment discretion may or may not include the authority to trade for the Account and are subject to any additional limitations that are imposed by a client in writing. For certain Accounts where the Advisers do not have investment discretion or trading authority, a conflict of interest will exist for the Advisers to delay a recommendation to buy or sell if the Advisers believe that the execution of such

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recommendation could have a material impact on pending trades for Accounts for which the Advisers hold investment discretion. Conversely, trades may be executed for discretionary clients in advance of executions for non-discretionary clients, potentially disadvantaging the nondiscretionary clients where there is a timing difference related to the provision of advice to a nondiscretionary client for consideration and that client’s determination of whether or not to act on the advice. The Advisers may, in an Adviser’s sole discretion, accept one or more categories of investment restrictions requested in writing by clients. In the case of investment restrictions based on social, environmental or other criteria, unless otherwise agreed to with a client, the Advisers’ compliance with such restrictions will be based on good faith efforts and can be satisfied by using either a thirdparty service to screen issuers against such restrictions, or a combination of other market data services (such as Bloomberg and FactSet) and internal research. The investment guidelines applicable to an Account are typically based on the Account being fully funded. During funding or transition phases, or where there are unusual market conditions, an Adviser’s inability to comply with restrictions related to holding limitations, sector allocations and similar restrictions shall not, unless otherwise agreed with a client, be considered a breach of the investment management agreement between such Adviser and its client. Moreover, investment restrictions are looked to at the time of investment unless otherwise agreed with the client in writing, and variances to the investment guidelines such as market movements (including exchange rates), the exercise of subscription rights, late settlement as a result of custodial action or inaction, a material increase or reduction in assets due to contributions or withdrawals by the client, or a change in the nature of an investment are generally not considered to be a breach of the investment management agreement unless specifically agreed to in writing.

SWEEP VEHICLES Generally, uninvested cash held in an Account will be automatically moved or “swept” temporarily by the client’s custodian into one or more money market mutual funds or other short-term investment vehicles offered by such custodian. Sweep arrangements are typically made between the client and the client’s custodian, and the client is responsible for selecting the sweep vehicle. The Advisers’ sole responsibility in this regard, unless specifically directed otherwise in the client’s investment management agreement or by separate agreement, is to issue standing instructions to the custodian to automatically sweep excess cash in the Account into the sweep vehicle. In circumstances where the client has not made prior arrangements with its custodian, the Advisers upon the client’s request, may consult with the client to discuss a sweep vehicle from those made available by the client’s custodian; however, the client will ultimately be the one responsible for selecting the desired sweep vehicle. In exceptional circumstances, the Advisers will agree to select the appropriate sweep vehicle from those made available by the custodian at the client’s request. However, the Advisers do not actively manage the residual cash in Accounts and will not be responsible for monitoring the sweep vehicle into which such residual cash is swept. Whether sweep arrangements are made between the client and its custodian or in consultation with the Advisers, any client whose assets are swept into an unaffiliated money market mutual fund or other short-term investment vehicle will continue to pay the Adviser’s regular advisory fee on the entire Account, plus the client will pay fees and expenses associated with that investment including typically a management fee to the manager of such fund or short- term investment vehicle on the portion of the Account’s assets invested in the money market mutual fund or short-term investment vehicle. In the event client consent is granted to allow the use of affiliated money market funds for cash management purposes, certain fees are waived either at the Account or the affiliated fund level to avoid double charging of fees on those assets.

FAV’S INVESTMENT DISCRETION IN DIGITAL PROGRAMS FAV is granted investment discretion when the Digital Program Client enters into an agreement to begin using a Digital Program.

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Digital Program Clients are able to impose reasonable investment restrictions on the purchase of U.S. Registered Funds for their discretionary Accounts. However, such clients are not able to restrict specific asset classes included in the overall GOE Portfolio. If a particular U.S. Registered Fund is restricted from purchase, FAV will provide an alternative fund for the discretionary Account in lieu of the restricted fund. Restrictions of more than three U.S. Registered Funds are deemed to be unreasonable for restriction purposes, due to the impact on the GOE Portfolio construction and the investment strategy of the Account.

PARTICIPATION IN LEGAL PROCEEDINGS Funds Unless otherwise noted in an Adviser’s brochure, with respect to the Funds that the Advisers manage, advise, or sub-advise, the Advisers, through their delegates (which include, without limitation, personnel of an affiliate, a law firm, custodian or other claim filing service), use good faith efforts to file proofs of claim on behalf of the Funds in class action lawsuit settlements or judgments and regulatory recovery funds pending in the United States and Canada (the “Claim Service”). These United States and Canadian class action lawsuits involve issuers of securities presently or formerly held in the Funds’ portfolios, or related parties of such issuers, of which the Advisers learn and for which the Funds are eligible during the term of the investment management agreement. Infrequently, such class action lawsuits require investors affirmatively to “opt in” to the class and may subject investors to public identification and to participation in discovery (“Opt-In Actions”). The Advisers have complete discretion to determine, on a case-by-case basis, whether to file proofs of claim and any other required documentation for the Funds in any Opt-In Actions of which the Adviser learns, and shall not be required, or be liable for any failure, to do so. While the Claim Service is focused on recovery opportunities in the United States and Canada (the jurisdictions in which class action lawsuits and regulatory recovery funds predominate), it is possible that, as class action laws in legal systems in jurisdictions outside of the United States and Canada continues to evolve, the Advisers may learn of recovery opportunities in those other jurisdictions that similarly require only the filing of a proof of claim or its equivalent to recover (“Foreign Actions”). The Advisers do not assume any obligation to identify, research, or file proofs of claim in any Foreign Actions. In the event that the Advisers do learn of any Foreign Actions, the Advisers have complete discretion to determine, on a case-by-case basis, whether to file proofs of claim for the Funds in such Foreign Actions. In addition, from time to time, Advisers to Funds will recommend that one or more of such Funds pursue litigation against an issuer or related parties (whether, for example, by opting out of an existing class action lawsuit, participating in a representative action in a foreign jurisdiction, or otherwise). In addition, unless otherwise noted in an Adviser’s brochure, the Advisers or the Funds they advise will also, from time to time, participate in bankruptcy proceedings involving issuers of securities presently or formerly held in such Funds’ portfolios, or related parties of such issuers, and join official or ad hoc committees of creditors or other stakeholders. Similarly, the Adviser’s affiliates will, from time to time, recommend that the Funds they manage participate in litigation, bankruptcy proceedings or committees of creditors or other stakeholders. Separate Account/Sub-Advised Account Clients With respect to Separate Accounts and Sub-Advised Accounts that an Adviser manages, unless otherwise specifically agreed, the Adviser shall not be required, or be liable for any failure to, but may, without undertaking any obligation to do so, (i) provide the Claim Service, (ii) file proofs of claim in Foreign Actions, and/or (iii) file any required documentation in any Opt-In Actions, as described above. Foreign Actions do not include any other type of collective action outside of the United States and Canada, such as representative actions, as those other actions require individual analysis as to whether participation is in an Account’s best interest and often require participants to agree to funding agreements or to pay the costs of the litigation directly, to enter into agreements with representative organizations, to commit to participation in discovery, and may require participants to be identified publicly as plaintiffs in the action (such offshore collective or representative actions, “Foreign Litigation Actions”). The Advisers do not assume any obligation to identify or take any action with respect to such Foreign Litigation Actions for their Separate Accounts or Sub-Advised Accounts.

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PROXY VOTING POLICIES & PROCEDURES The Advisers have delegated their administrative duties with respect to voting proxies for client equity securities to the proxy group within Franklin Templeton Services, LLC (the “Proxy Group”), an affiliate and wholly-owned subsidiary of Franklin Templeton. All proxies received by the Proxy Group will be voted based upon the Advisers’ instructions and/or policies. To assist it in analyzing proxies, the Advisers subscribe to one or more unaffiliated thirdparty corporate governance research services that provide in-depth analyses of shareholder meeting agendas, vote recommendations, recordkeeping and vote disclosure services (each a “Proxy Service”). Although Proxy Service analyses are thoroughly reviewed and considered in making a final voting decision, the Advisers do not consider recommendations from a Proxy Service or any other third party to be determinative of an Adviser’s ultimate decision (except as otherwise discussed in an Adviser’s brochure). Rather, the Advisers exercise their independent judgment in making voting decisions. The Advisers vote proxies solely in the best interests of the client, the Fund investors or, where employee benefit plan assets subject to ERISA are involved, in the best interests of plan participants and beneficiaries (collectively, “Advisory Clients”) unless (i) the power to vote has been specifically retained by the named fiduciary in the documents in which the named fiduciary appointed an Adviser or (ii) the documents otherwise expressly prohibit an Adviser

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from voting proxies. As a matter of policy, the officers, directors and Access Persons of the Advisers and the Proxy Group will not be influenced by outside sources whose interest’s conflict with the interests of Advisory Clients. The Advisers are affiliates of a large, diverse financial services firm with many affiliates and each Adviser makes its best efforts to mitigate conflicts of interest. However, conflicts of interest can arise in a variety of situations, including where an Adviser has a material business relationship with an issuer or a proponent, a direct or indirect pecuniary interest in an issuer or a proponent, or a significant personal or family relationship with an issuer or proponent. However, as a general matter, the Advisers take the position that relationships between certain affiliates that do not use the “Franklin Templeton” name (“Independent Affiliates”) and an issuer (e.g., an investment management relationship between an issuer and an Independent Affiliate) do not present a conflict of interest for an Adviser in voting proxies with respect to such issuer because: (i) the Advisers operate as an independent business unit from the Independent Affiliate business units, and (ii) informational barriers exist between the Advisers and the Independent Affiliate business units. Material conflicts of interest are identified by the Proxy Group based upon analyses of various sources. The Proxy Group gathers and analyzes this information on a best-efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties. In situations where a material conflict of interest is identified, the decision on how to resolve the conflict will be made in accordance with the Proxy Group’s conflict of interest procedures, and the Proxy Group will, under certain circumstances, vote consistently with the voting recommendation of a Proxy Service or send the proxy directly to the relevant Advisory Clients with the Adviser’s voting recommendation. In certain circumstances, Separate Accounts are permitted to direct their votes in a particular solicitation pursuant to the applicable investment management agreement. A client that wishes to direct its vote in a particular solicitation shall give reasonable prior written notice to the relevant Adviser indicating such intention and provide written instructions directing the Adviser or the Proxy Group to vote in regard to the particular solicitation. Where such prior written notice is received, the Proxy Group (or the Adviser if applicable) will vote proxies in accordance with such written instructions received from the client. The Advisers will inform clients that have not delegated voting responsibility to the Advisers, but that have requested voting advice, about the Adviser’s views on such proxy votes. In certain SMA Programs, typically where the Sponsor has not elected for the applicable Adviser to do so or where the applicable Adviser only provides non-discretionary management services to the SMA Program, the relevant Adviser will not be delegated the responsibility to vote proxies held by the SMA Program accounts. Instead, the SMA Program sponsor or another service provider will generally vote for these proxies. Clients in SMA Programs should contact the SMA Program sponsor for a copy of the SMA Program Sponsor’s proxy voting policies. Each issue is considered on its own merits, and the Advisers will not support the position of the company’s management in any situation where they deem that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares. Certain of the Advisers’ separate accounts or funds (or a portion thereof) are included under FTIS, a separate investment group within Franklin Templeton, and employ a quantitative strategy. For such accounts, FTIS’s proprietary methodologies rely on a combination of quantitative, qualitative, and behavioral analysis rather than fundamental security research and analyst coverage that an actively managed portfolio would ordinarily employ. Accordingly, absent client direction, in light of the high number of positions held by such Accounts and the considerable time and effort that would be required to review proxy statements and ISS or Glass Lewis recommendations, the Advisers may review ISS’ non-US Benchmark guidelines, ISS’ specialty guidelines (in particular, ISS’ Sustainability guidelines), or Glass Lewis’ US guidelines and determine, consistent with the best interest of their clients, to provide standing instructions to the Proxy Group to vote proxies according to the recommendations of ISS or Glass Lewis. Permitting the Advisers of these accounts to defer

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their judgment for voting on a proxy to the recommendations of ISS or Glass Lewis may result in a proxy related to the securities of a particular issuer held by an account being voted differently from the same proxy that is voted on by other funds managed by other Advisers. The Proxy Group is part of Franklin Templeton Services, LLC. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst(s) that follows the security and will provide the analyst(s) with the agenda, Proxy Service analyses, recommendations and any other information provided to the Proxy Group. Except in situations identified as presenting material conflicts of interest or as otherwise discussed in an Adviser’s brochure (if applicable), the Advisers’ research analyst(s) and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, Proxy Service analyses, proxy statements, their knowledge of the company and any other information publicly available. In the case of a material conflict of interest, the final voting decision will be made in accordance with the conflict procedures, as described above. Except in cases where the Proxy Group is voting consistently with the voting recommendations of an independent third-party service provider, the Proxy Group must obtain voting instructions from the Advisers’ research analyst(s), relevant portfolio manager(s), legal counsel and/or an Advisory Client prior to submitting the vote. The Advisers will attempt to process every proxy they receive for all U.S. and non-U.S. securities. However, there may be situations in which the Advisers are unable to successfully vote a proxy, or choose to not vote a proxy, such as where: (i) a proxy ballot was not received from the custodian bank, (ii) a meeting notice was received too late, (iii) there are fees imposed upon the exercise of a vote and the Account’s Adviser has determined that such fees outweigh the benefit of voting, (iv) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if the Account’s Adviser votes a proxy or where such Adviser is prohibited from voting by applicable law, economic or other sanctions or other regulatory or market requirements, including, but not limited to, effective powers of attorney, (v) additional documentation or the disclosure of beneficial owner details is required, (vi) the Account’s Adviser held shares on the record date but has sold them prior to the meeting date, (vii) the Account held shares on the record date, but the client closed the Account prior to the meeting date, (viii) proxy voting service is not offered by the custodian in the market, (ix) due to either system error or human error, the Account’s Adviser’s intended vote is not correctly submitted, (x) the Account’s Adviser believes it is not in the best interests of the Advisory Client to vote the proxy for any other reason not enumerated herein or (xi) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. Even if the Advisers use reasonable efforts to vote a proxy on behalf of their Advisory Clients, such vote or proxy may be rejected because of (i) operational or procedural issues experienced by one or more third parties involved in voting proxies in such jurisdictions, (ii) changes in the process or agenda for the meeting by the issuer for which the Account’s Adviser does not have sufficient notice, or (iii) the exercise by the issuer of its discretion to reject the vote of an Account’s Adviser. In addition, despite the best efforts of the Proxy Group and its agents, there may be situations where the Advisers’ votes are not received, or properly tabulated, by an issuer or the issuer’s agent. On behalf of one or more of the proprietary registered investment companies advised by the Adviser or its affiliates, where an Adviser or its affiliates (a) learn of a vote on an event that may materially affect a security on loan and (b) determine that it is in the best interests of such proprietary registered investment companies to recall the security for voting purposes, the Advisers will make efforts to recall any security on loan. The ability to timely recall shares is not entirely within the control of the Adviser. Under certain circumstances, the recall of shares in time for such shares to be voted may not be possible due to applicable proxy voting record dates or other administrative considerations. The Proxy Group is responsible for maintaining the documentation that supports the Advisers’ voting decision. Such documentation typically includes, but is not limited to, any information provided by Proxy Services and, with respect to any issuer that presents a potential conflict of interest, any board or audit committee memoranda describing the position it has taken. The Proxy Group will, from time to time, use an outside service such as a Proxy Service to support this recordkeeping function. All records will be retained in either hard copy or electronically for at least five years, the first two of which will be on-site at the offices of Franklin Templeton Services, LLC.

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Advisory Clients may view an Adviser’s complete proxy voting policies and procedures on- line at www.franklintempleton.com, request copies of their proxy voting records and the Advisers’ complete proxy voting policies and procedures by calling the Proxy Group at 1-954-847-2413 or send a written request to: Franklin Templeton Services, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. For U.S. Registered Funds, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.com no later than August 31 of each year. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the U.S. Registered Funds are made available as required by law and is responsible for overseeing the filing of such U.S. Registered Fund voting records with the SEC. FAV’S PROXY VOTING IN MANAGER-OF-MANAGERS ARRANGEMENTS AND DIGITAL PROGRAMS In the case of a Manager-of-Managers arrangement, each Underlying Manager will typically exercise proxy voting authority over the securities in the Sleeve managed by such Underlying Manager. FAV is expected to exercise proxy voting authority over the securities in any Sleeve that it manages. In the Digital Programs, FAV will not vote proxies (or give advice about how to vote proxies) relating to securities held in a Digital Program Client’s Account. Each Digital Program Client has the right to vote, and is solely responsible for voting, proxies for any securities and other property in their Account. The custodian for such Accounts will send electronic notifications to Digital Program Clients of proxies or similar action requests.

Not applicable.

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