Vestmark Advisory Solutions, Inc. (“VAS” or the “Adviser”) is a corporation organized under the laws of Delaware in October 2014. VAS is registered as an investment advisor with the U.S. Securities & Exchange Commission (“SEC”) since September 2018. VAS is wholly-owned by Vestmark, Inc. and has its principal office in Wakefield, Massachusetts. VAS typically extends its services to independent financial advisors that consist of financial institutions, broker-dealers, registered investment advisors and others who manage their own clients’ accounts or portfolios (collectively, “Financial Advisors”). VAS performs sub-advisory services to be carried out on the client’s account under the Financial Advisor’s guidance. Occasionally, VAS may also engage directly with the client under specific circumstances. Apart from the sub-advisory services it provides, VAS offers Financial Advisors various advisory tools. The selection of VAS services and programs, alongside potential integration with third-party service providers, is at the discretion of the client’s Financial Advisor. Financial Advisors and their clients are advised to refer to their Financial Advisor’s Form ADV Part 2 for a comprehensive understanding of how VAS and its Programs are utilized by their Financial Advisor. VAS typically contracts with an array of third-party asset managers (“Managers”) and offers Financial Advisors access to those Managers’ proprietary discretionary and non- discretionary investment strategies and advisory services via Manager Model Delivery, Separate Account Management, and Overlay Management. Manager Model Delivery For Manager Model Delivery, VAS obtains recommendations for the purchase or sale of securities from the Manager (the “Manager Models”) and supplies those Manager Models to the Financial Advisor upon request. Financial Advisor makes the ongoing decision to invest the client’s assets based entirely or in part on the Manager Models. Separate Account Management In this arrangement, the Financial Advisor communicates to VAS the decision to select an investment strategy of a particular Manager for a client’s account. VAS facilitates the selected investment strategy by arranging for the selected Manager to purchase and sell securities within the client’s account pursuant to Manager’s contract with VAS (“Separate Account Management”). VAS does not verify any information received from Financial Advisor regarding the selection of a particular investment strategy and VAS is expressly authorized by Financial Advisor to act based on Financial Advisor’s instructions. Overlay Management For Overlay Management, the Financial Advisor selects one or more strategies of participating Managers and specifies the percentage weight for each strategy to be implemented within a client’s portfolio. VAS provides overlay management services, which includes discretionary or non-discretionary implementation of trades to maintain with reasonable precision both (a) the Financial Advisor-specified allocation percentages Vestmark Advisory Solutions, Inc. 5 among strategies and (b) the Manager-specified holdings within each strategy. Below are overviews of services within VAS’s Overlay Management offering. Model Trading Service In this situation, the Financial Advisor communicates to VAS the decision to select a particular Manager Model for a client’s account. VAS rebalances and implements trades on Financial Advisor’s client accounts according to the Financial Advisor’s pre-determined instructions and tolerances to maintain the integrity of the strategy and investment intention. VAS does not verify any information received from Financial Advisor regarding the selection of a particular Manager Model and VAS is expressly authorized by Financial Advisor to act based on Financial Advisor’s instructions. VAST VAST is a portfolio management service focused on personalized investing and individual tax management which provides tax loss harvesting for portfolios aligned to their model as well as those undergoing tax transition. VAST can manage client assets through the use of single or multi sleeve portfolios, with or without tax management, funded with cash, securities or a combination of both. VAST includes the following enhancements within VAS’s Overlay Management services:
• Direct Indexing: Financial Advisor communicates to VAS the decision to select a particular index exposure (or combination of index exposures) for inclusion in a client’s account. The index may be customizable and regularly tax-managed, or it may be a prepackaged index, or it may be a combination of both. VAS implements, with full discretion, the selected index exposure(s) by arranging to purchase and sell securities within the client’s account in accordance with any client-specified restrictions and preferences. VAS does not verify any information received from Financial Advisor regarding the selection of a particular investment strategy and VAS is expressly authorized by Financial Advisor to act based on Financial Advisor’s instructions. Where it has dual-contract arrangements, VAS would have a limited role in verifying the suitability of client strategies.
• Tax-Aware Transition Services: Financial Advisor selects one or more target strategies of participating Managers into which client accounts can be transferred. VAS recommends tax-optimal transitions of legacy security positions into target models and provides overlay management services. This service includes discretionary implementation of trades to maintain with reasonable precision and tax efficiency of both (a) the Financial Advisor- specified allocation percentages among strategies, and (b) the Manager- specified holdings within each strategy. VAS may offer Financial Advisors complementary technology services (“Tech Services”) and business process outsourcing services (“BPO”) through arrangements VAS has with affiliated companies. The Tech Services consist of the various account and Vestmark Advisory Solutions, Inc. 6 practice management tools that make up the wealth management solution called the VestmarkONE platform, offered by VAS’s parent company, Vestmark, Inc. BPO consists of a range of middle-office and back-office capabilities to assist Financial Advisors in managing their internal operations. BPO

may include hands-on operation of the Tech Services to the extent a Financial Advisor desires a more comprehensive solution. BPO is offered by Vestmark Outsourcing Solutions, Inc., whose parent company is also Vestmark, Inc. Financial Advisors who purchase Tech Services or BPO will be billed separately at the rates indicated below in Item 5. Where VAS provides Manager Model Delivery, it obtains recommendations for the purchase or sale of securities from the Manager (the “Manager Models”) and supplies those Manager Models to the Financial Advisor upon request. Financial Advisor makes the ongoing decision to invest the client’s assets based entirely or in part on the Manager Models. The client may impose restrictions on investing in certain securities or types of securities. Financial Advisor is responsible for ascertaining such restrictions from the client and ensuring that accounts are managed in accordance with such restrictions. VAS provides the Manager Model Delivery service but does not count underlying assets as either discretionary or non-discretionary as this service does not encompass the mandatory requirements to allow such assets to be classified as RAUM (as defined below). Where VAS provides Separate Account Management, Financial Advisor determines which third-party Managers’ investment strategies to employ within the client’s account, and discretion is accordingly delegated to the selected Managers so that they can buy and sell securities within that account to implement the strategy or strategies selected by the Financial Advisor. Once such a discretionary arrangement is established for a given account, it shall continue until terminated or modified by the Financial Advisor or client. In this arrangement, responsibility for compliance with trade restrictions communicated by the Financial Advisor is delegated to the selected Manager. VAS provides Separate Account Management on a non-discretionary basis. Where VAS provides Overlay Management, Financial Advisor determines which Manager Model, index exposure(s), or tax-aware transition target strategies to employ within the client’s account, and, in discretionary arrangements, discretion is accordingly delegated to VAS so that VAS can effect purchases and sales of securities within that account to implement the strategy or strategies selected by the Financial Advisor and to maintain the Financial Advisor-specified allocation among strategies selected by the Financial Advisor. In non-discretionary arrangements, VAS would be responsible for implementing the Financial Advisor’s chosen strategy in strict accordance with parameters provided. Any exceptions to the parameters would need to be approved by the Financial Advisor before implementation by VAS. In both discretionary and non- discretionary arrangements, VAS assumes responsibility for compliance with trade restrictions communicated by the Financial Advisor, on a best-efforts basis. Where a discretionary arrangement is established for a given account, it shall continue until terminated or modified by the Financial Advisor. While VAS is not a tax or legal advisor and does not provide tax advice or legal advice, Vestmark Advisory Solutions, Inc. 7 VAS will make its best efforts to conduct trading in the most tax-efficient way possible for each client account. This includes using portfolio optimization techniques to harvest tax losses within client accounts and minimize the tax consequences of portfolio trades. VAS maintains the Vestmark Manager Marketplace (“VMM”) that makes available to Financial Advisors a list of Managers and their Manager Models. VAS does not charge Managers a fee for inclusion in VMM. Use of such Managers and their Manager Models are at the discretion of the Financial Advisors and their clients and VAS does not undertake supervisory responsibility for portfolios in these Manager Models. Available Managers and their Manager Models are subjected to a program of limited operational due diligence and ongoing monitoring, which VAS makes available to Financial Advisors through an online portal interface. When exceptions to VAS’s due diligence requirements are noted, VAS either: (a) discloses such exceptions to Financial Advisors, or (b) elects to exclude the Manager or Manager Model from the list of available Managers and Manager Models. This due diligence and monitoring program is limited in scope and is not designed to assess or predict investment performance or verify regulatory compliance by Managers. In most cases, the Financial Advisor, and not VAS, is responsible for the following: 1. Understanding, in connection to the Financial Advisor clients, clients’ investment objectives and restrictions with respect to specific securities; 2. Determining the suitability of any investment for the Financial Advisor client; 3. Performing appropriate anti-money laundering and know-your-client procedures; 4. Communicating and meeting with the Financial Advisor client with a frequency that satisfies the Financial Advisor’s fiduciary duties; 5. Designating a custodian and/or broker dealer for the Financial Advisor client and ensuring compliance with applicable rules and industry practices regarding best execution of trades. 6. Delivering Brochures of participating Managers to the Financial Advisor clients. VAS considers restrictions with respect to specific securities for individual accounts where it is contractually obligated to do so pursuant to its Investment Advisory Agreement with a given Financial Advisor or client. In exchange for VAS’s services, each Financial Advisor pays to VAS a portion of the investment advisory fee received from Financial Advisor clients for allocated assets. As of December 31, 2023, VAS had $5,637,000,000 total regulatory assets under management (“RAUM”), including $3,684,000,000 in discretionary assets under Vestmark Advisory Solutions, Inc. 8 management and $1,953,000,000 in non-discretionary assess under management. These RAUM amounts include Separate Account Management for non-discretionary assets and Overlay Management for discretionary assets; however, it does not include assets managed in connection to Manager Model Delivery services as these particular advisory services do not meet the requirements to count as part of a registered investment adviser’s RAUM.