A Note about Terminology. In their disclosures in Item 4 and other sections of this brochure, a Subadviser may sometimes: (i) refer to “Sponsor Firms” as “SMA Sponsors” or “Sponsors”; (ii) refer to FTPPG as a “SMA Contracting Adviser”; (iii) refer to Sponsor Firm investment programs as “SMA Programs”; (iv) refer to the Sponsor Firm for a Non-Discretionary Model Program (defined below) as a “UMA Sponsor”; and (v) refer to the model investment portfolios that it provides under Discretionary Model Program (defined below) and under Non-Discretionary Model Programs as “Model Portfolios.” A. Ownership Structure FTPPG and the Subadvisers are all direct or indirect wholly-owned or majority-owned subsidiaries of Franklin Resources, Inc. (‘Franklin Resources”). FTPPG and certain of the Subadvisers became part of the Franklin Resources organization in connection with Franklin Resources’ acquisition of Legg Mason, Inc. (“Legg Mason”) in a transaction that closed on July 31, 2020. B. FTPPG Firm Description. FTPPG has provided separate account investment advisory services since April 2007. Before April 2007, the business now conducted by FTPPG was conducted by certain other Legg Mason subsidiaries and, prior to December 2005, by certain Citigroup Inc. affiliates. FTPPG, Legg Mason and Franklin Resources are not affiliated with Citigroup Inc. Types of Advisory Services. FTPPG, together with the Subadvisers, provides investment advisory services primarily in investment programs offered or sponsored by Sponsor Firms. The investment advisory services FTPPG and the Subadvisers provide differ depending on the type of Sponsor Firm investment program in which a client participates.
• FTPPG-Implemented Programs. In these programs, FTPPG has investment discretion and responsibility for implementing Subadviser investment advice to client accounts. FTPPG delegates its investment discretion to the Subadviser(s) for the investment management portfolio selected for the client’s account. FTPPG may also delegate its responsibility to implement investment advice for client accounts to such Subadviser(s).
• Discretionary Model Programs. In these programs, FTPPG has investment discretion, which it delegates to the applicable Subadviser(s), but not responsibility for implementing investment advice for client accounts. FTPPG forwards Subadviser investment advice to the Sponsor Firm, which agrees to implement the advice for client accounts.
• Non-Discretionary Model Programs. In these programs, FTPPG forwards Subadviser investment advice to the Sponsor Firm, which exercises discretion over client accounts and decides whether to implement this investment advice for the Sponsor Firm’s client accounts. FTPPG does not have investment discretion or responsibility for implementing investment advice for client accounts, and does not have an investment advisory relationship with clients in these programs. In all types of programs, Subadviser investment advice is consistent with the selected investment management portfolio or strategy. FTPPG Assets Under Management. As of September 30, 2023, FTPPG managed approximately $105,366,400,000* in assets, including the following:
• approximately $68,599,400,000* in assets on a discretionary basis, and
• approximately $36,767,000,000* in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis are client assets for which FTPPG provides investment advisory services in FTPPG- Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis are client assets for which FTPPG provides investment advisory services in Non-Discretionary Model Programs. C. ClearBridge Firm Description. ClearBridge is a leading global equity manager committed to delivering long-term results through authentic active management, as it has for more than 60 years, by offering investment solutions that emphasize differentiated, bottom-up stock selection. Owned by Franklin Resources, ClearBridge operates with investment independence from headquarters in New York and offices in Baltimore, Ft. Lauderdale, London and San Mateo. ClearBridge’s active approach combines the market knowledge of long tenured portfolio managers with the original research of a specialized group of sector and portfolio analysts and the deep diligence of a dedicated risk management team. The firm offers strategies focused on three primary client objectives in its areas of proven expertise: high active share, income solutions and low volatility. As described in more detail below, ClearBridge integrates ESG factors into its fundamental research process across all strategies. ClearBridge maintains a centralized research group that supports the portfolio management function, as well as portfolio analysts who support specific strategies. ClearBridge performs research on an ongoing basis for the maintenance of existing investments, and to identify new investment opportunities. Its bottom-up, fundamental research1 targets companies with:
• Differentiated business models
• High sustainable returns
• Strong financial characteristics
• Seasoned management teams Research materials are shared among ClearBridge’s analysts and portfolio managers through a common technology platform, providing simultaneous access to past and current proprietary research as well as aggregated market intelligence from outside sources. Both internally generated research and externally generated research are available to ClearBridge’s portfolio managers. The sources of information on which internal research may be based include, but are not limited to:
• Meetings with company managements
• Public company filings (10Ks, 10Qs, 8Ks, etc.)
• On-site company visits
• Services such as FactSet, Bloomberg, etc.
• Third-party research External research may include research from across the spectrum of sell-side financial industry firms, as well as research and expertise from research boutiques and other firms. In addition, depending on the topic, ClearBridge may obtain external 1 Fundamental Research is the analysis of factors that affect a company’s underlying value such as revenues, cash flow, supply and demand of the company’s products etc., as opposed to technical analysis which involves using historical price and trading data. research such as proprietary surveys, industry-specific legal advice and other specialized research services from consultants. ClearBridge may also obtain external research from independent research institutes and established think tanks. ClearBridge’s portfolio managers each have their own distinct investment processes and priorities when managing client portfolios, but they all share a fundamental approach to security selection and valuation analysis. The investment teams employ various methods of analysis, which may include charting, cyclical, fundamental, technical and quantitative modeling. Integration of ESG Factors.2 One of ClearBridge’s hallmarks is its Environmental, Social and Governance approach, which integrates ESG principles, active company engagement and shareholder advocacy across the majority of its investment platform. ClearBridge has a long history of managing ESG mandates. A ClearBridge predecessor firm opened its first ESG account in 1975 and, in 1987, established one of Wall Street’s first structured social investment programs. The ESG investment approach has remained consistent in its basic tenets of integrating material, sector specific ESG factors into the research and stock-selection process but has continually evolved and grown. The process of assigning a proprietary ESG rating to a company is a policy for the firm’s analysts to measure and track their ESG integration and engagement. ClearBridge offers ESG products for both institutional and individual investors. ClearBridge sources investment ideas and constructs portfolios by integrating ESG analysis into the fundamental research performed by analysts on ClearBridge’s centralized sector research platform as well as analysts dedicated to specific portfolios. Its analysts and portfolio managers examine the ESG issues relevant to a company’s business activities, measure and evaluate their impact on both qualitative and quantitative bases and suggest ways for companies to improve their ESG practices. This integrated approach results in a thorough and detailed evaluation of a company’s risks and opportunities related to the specific ESG issues that are relevant to its business. ClearBridge believes ESG is rapidly evolving into an integral part of the way investors analyze companies. At ClearBridge, ESG is not merely a screen or an overlay; it is part of how the firm conducts fundamental research and it defines how it thinks about companies considered for investment. The firm’s clients, whether or not they desire an explicit ESG mandate, all have long-term investment goals. ClearBridge believes companies that plan carefully for what’s ahead and operate sustainably in relation to their customers, communities and the environment should have a long-term competitive advantage over their peers. We believe our clients are well-served by investing in such companies. Analysts and portfolio managers typically use an established proprietary research and engagement process to determine a company’s profile on ESG issues. This includes generating an ESG rating, through its ESG ratings system, by assessing ESG factors both quantitatively and qualitatively. This system has four rating levels: AAA, AA, A & B, assigned to companies based on performance on key ESG issues (such as health & safety, gender diversity, climate risk, corporate governance risk and data security), including performance relative to the companies’ industry peer set. ESG factors may also include, but are not necessarily limited to, environmentally-friendly product initiatives, labor audits of overseas supply chains and strong corporate governance. The choice of ESG factors for any particular company generally reflects the specific industry. Not every investment is assessed for ESG factors and, when it is, not every ESG factor may be identified or evaluated. This overall stock selection process lends itself well to ESG integration, which ensures a more holistic approach to sustainability that measures progress and promotes improvement over time. Analysts rate companies on all three areas - Environmental, Social & Governance - based on how relevant these issues are to their industry, along a codified internal ratings scale. ClearBridge does not employ an exclusionary approach that avoids certain sectors entirely, but rather a continuous evaluation of a company’s performance on ESG issues is made over time and relative to its peers. Companies in the coverage universe earn a proprietary ESG rating. ClearBridge also works with companies to improve their ESG 2 A Note about Terminology: There are many ways to describe strategies for investing consistent with environmental, social and governance best practices. These include “sustainable investing,” “socially responsible investing” and more recently “impact investing,” among others. The term “ESG” represents the latest stage in the evolution away from merely screening out certain industries or companies. performance through direct engagement and proxy voting. The analysts continuously review their ESG ratings and monitor their scoring methodology. Throughout a given year, analysts may upgrade or downgrade their ESG ratings if the analyst believes such action is warranted. Otherwise, the research analysts’ ESG ratings will be reviewed formally at least once a year. Furthermore, ClearBridge regularly engages with companies to drive impact in ESG areas that are material to their businesses. These engagements occur in various ways, including one-on-one meetings with senior management and through active participation in ESG organizations. As a firm, ClearBridge hosts around 1,000 company meetings every year. The firm’s high-conviction, concentrated approach to portfolio construction coupled with its large asset base and ESG expertise, puts ClearBridge in a very unique position. Analysts communicate to managements as long-term shareowners on material and relevant ESG matters towards driving change within corporations. Proxy voting is another tool we utilize to signal confidence in the companies we own or suggest the need for a change in policies, disclosures or related business practices. While ClearBridge actively examines and votes proxies in line with a thoughtfully constructed proxy voting guideline, it also focuses on the impact it can have during conversations with Chief Executive Officers and Chief Financial Officers over long periods of time. ClearBridge has found that sometimes just asking the right questions as a large institutional money manager, whether about gender equality, energy efficiency, better board governance or disclosure, can result in positive changes in the mindset and eventually the operations of large public companies. As long-term oriented investors who also happen to be among the largest shareholders of many companies it owns, ClearBridge can get a seat at management’s table and emphasize material issues that are of concern to ourselves and clients. Types of Advisory Services. ClearBridge provides investment advisory services in multiple formats, including institutional and retail separate accounts and mutual funds and other commingled investment vehicles. This brochure is the applicable ClearBridge Form ADV disclosure document only for the separate account investment advisory services ClearBridge provides as a Subadviser to FTPPG. ClearBridge Assets Under Management. As of September 30, 2023, ClearBridge managed approximately $148,243,800,000* in assets, including the following:
• approximately $117,454,700,000* in assets on a discretionary basis, and
• approximately $30,784,200,000* in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis include client assets for which ClearBridge, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which ClearBridge, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs. In addition, both categories of managed assets include client assets for which ClearBridge provides investment advisory services other than as a Subadviser to FTPPG. D. CINA Firm Description. A. Ownership Structure ClearBridge Investments (North America) Pty Limited (“CINA”) was founded in 2009 as a subsidiary of ClearBridge Investments Limited (CIL) which was founded in 2006. CINA is one of three related investment managers that operate out of Australia (collectively, “ClearBridge Australia”). ClearBridge Australia is wholly indirectly owned by Franklin Resources, Inc. (NYSE: BEN). ClearBridge Australia is an investment manager that primarily specializes in the rapidly growing and increasingly recognized asset class of global listed infrastructure. This asset class consists of securities of major infrastructure projects and developments, such as airports, gas, electricity, water and roads, which provide essential ongoing services to communities in both developed countries and emerging markets. We are dedicated to identifying and investing in the best listed infrastructure assets, with the goal of delivering strong absolute returns over an investment cycle. In 2019, ClearBridge Australia and ClearBridge (described above) determined to optimize certain efficiencies by operationally integrating their businesses. This integration now includes the following arrangements: 1) the CEO for ClearBridge is also the CEO for the ClearBridge Australia Boards. 2) a 24/6 trading desk in Sydney and New York with a single order management system 3) functional reporting from ClearBridge Australia senior leadership into ClearBridge across each of the Investments, Trading, Operations and Technology, Legal, Risk & Compliance, Finance, Marketing, Distribution and Client Service teams. 4) Centralized ClearBridge oversight and management of operational services, including: a. Daily cash and stock reconciliations b. Broker standard settlement instruction management c. Institutional client management fee calculation and invoicing d. Corporate action monitoring and processing e. Client cash flow transaction processing f. Client account setup g. Trade data management h. Certain additional administrative functions as required. 5) Quarterly portfolio risk management review 6) Proxy Voting management 7) Soft commission management 8) Human Resources services. While each of the entities in ClearBridge Australia and ClearBridge continue to maintain separate corporate, licensing and regulatory registration arrangements, globally, they are recognized as a single brand, “ClearBridge Investments”. This brochure is the applicable CINA Form ADV disclosure document only for the separate account investment advisory services CINA provides as a Subadviser to FTPPG. CINA Assets Under Management. As of September 30, 2023, CINA managed approximately $2,574,200,000* in assets, including the following:
• approximately $2,544,700,000* in assets on a discretionary basis, and
• approximately $29,500,000* in assets on a non-discretionary basis. *These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis include client assets for which CINA, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non- discretionary basis include client assets for which CINA, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs. In addition, both categories of managed assets include client assets for which CINA provides investment advisory services other than as a Subadviser to FTPPG. E. The Franklin Investment Advisers (FAV, FMA, FTILLC, FTIML, FTIC, TAML, TGAL, and TICLLC) Franklin Advisers (FAV) Firm Description. FAV is a California corporation formed on October 31, 1985 and is based in San Mateo, California. FAV is a wholly-owned subsidiary of Franklin Resources. Franklin Resources, through current and predecessor subsidiaries, has been engaged in the investment management and related services business for more than 70 years. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. FAV acts as sub-adviser to one or more affiliated registered investment advisers (an “SMA Contracting Adviser”), including, but not limited to, FTPPG with respect to a clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, FTPPG-Implemented Programs and discretionary SMA programs as described below. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, FAV provides investment advisory and portfolio management services to U.S. Registered Funds (including ETFs) and Non-U.S. Registered Funds, Private Funds, Separate Accounts, certain Sub-Advised Accounts, as well as through model delivery programs and electronic advisory programs. FAV also offers multi-asset class portfolios structured as “Manager-of-Managers” arrangements, where various portions of an Account (a “Sleeve”) are managed by underlying managers selected by FAV, who may include FAV, FAV’s affiliates or an unaffiliated investment manager (“Underlying Managers”). All or a portion of the assets in a Sleeve may be invested in a Fund by the Sleeve’s Underlying Manager. These multi-asset class portfolios are from time to time offered to clients through SMA Programs as well as outside of SMA Programs. FAV and the other Franklin Investment Advisers provide investment management services under agreements with or with respect to each of their SMA Program Clients, Fund, Sub-Advised Account, Separate Account and other types of clients referenced herein (collectively, “Franklin Adviser Accounts”) as applicable. Further information about FAV’s non-SMA Program advisory services is discussed in its Non-SMA Program Brochure, which is available upon request. In certain instances, the investment management services FAV provides in connection with SMA Programs are discretionary. In discretionary SMA Programs, FAV has authority and is generally responsible for causing the portion of each SMA Program client’s account that is managed by FAV to engage in transactions that are appropriate for the selected strategy. FAV also provides non-discretionary services, as sub-advisers to a SMA Contracting Adviser, through UMA programs where FAV generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than the applicable SMA Contracting Adviser or Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios will, in certain circumstances, consist of a portfolio comprised entirely or partially of funds (typically U.S. Registered Funds) sponsored by FAV or its affiliates and/or other securities and investment products, including third-party funds; in other instances, Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, the applicable SMA Contracting Adviser receives a fee from the Sponsor, rather than program clients, and pays a portion to the applicable Franklin Investment Adviser for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees FAV and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not the applicable SMA Contracting Adviser or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that FAV provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and FAV does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as the SMA Contracting Adviser and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither FAV nor the SMA Contracting Adviser has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, FAV and the SMA Contracting Adviser do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services FAV provides as a Subadviser to FTPPG. FAV Assets Under Management. As of September 30, 2023, FAV managed approximately $338,330.4 million on a discretionary basis and approximately $2,175.6 million on a non-discretionary basis* across all of its clients for a total of approximately $340,506.0 million**. * Non-discretionary assets under management described in this item will reflect Franklin Adviser Account assets for which FAV has neither discretionary authority nor responsibility for arranging or effecting the purchase or sale of recommendations provided to and accepted by the client or Sponsor. Any Franklin Adviser Account assets for which such Franklin Investment Adviser provides solely asset allocation recommendations without continuous and regular monitoring of holdings within the client’s portfolio are not included in this item. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FAV’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets under management described in this item may include assets that an affiliated adviser is also reporting on its Franklin Mutual Advisers (FMA) Firm Description. FMA is a Delaware limited liability company formed on March 31, 1999, and is based in Short Hills, New Jersey. FMA is a wholly-owned subsidiary of Franklin Resources. Franklin Resources, through current and predecessor subsidiaries, has been engaged in the investment management and related services business for more than 70 years. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. FMA acts as sub-adviser to one or more affiliated registered investment advisers (an “SMA Contracting Adviser”), including, but not limited to, FTPPG, with respect to clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, most of FMA’s advisory business consists of providing investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Separate Accounts. FMA also manages, advises or sub-advises certain Sub-Advised Accounts. Further information about these non-SMA Program advisory services is discussed in FMA’s Non-SMA Program Brochure, which is available upon request. FMA also provides non-discretionary services, as sub-advisers to a SMA Contracting Adviser, through UMA programs where FMA generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than the applicable SMA Contracting Adviser or Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, the applicable SMA Contracting Adviser receives a fee from the Sponsor, rather than program clients, and pays a portion to the applicable Franklin Investment Adviser for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees FMA and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not the applicable SMA Contracting Adviser or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that FMA provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and FMA does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as the SMA Contracting Adviser and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither FMA nor the SMA Contracting Adviser has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, FMA and the SMA Contracting Adviser do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services FMA provides as a Subadviser to FTPPG. FMA Assets Under Management. As of September 30, 2023, FMA managed approximately $38,072.3 million on a discretionary basis and approximately $127.5 million on a non-discretionary basis* across all of its clients for a total of approximately $38,199.8 million**. * Non-discretionary assets under management described in this item will reflect Franklin Adviser Account assets for which FMA has neither discretionary authority nor responsibility for arranging or effecting the purchase or sale of such Franklin Adviser provides solely asset allocation recommendations without continuous and regular monitoring of holdings within the client’s portfolio are not included in this item. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FMA’s Form ADV Part 1A due to specific calculation instructions for RAUM. Franklin Templeton Institutional (FTILLC) Firm Description. FTILLC is a Delaware limited liability company formed on October 9, 2001 and based in New York, New York. FTILLC is a wholly-owned subsidiary of Franklin Resources. Franklin Resources, through current and predecessor subsidiaries, has been engaged in the investment management and related services business for more than 70 years. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. FTILLC acts as sub-adviser to one or more affiliated registered investment advisers (an “SMA Contracting Adviser”), including, but not limited to, FTPPG, with respect to a limited number of clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, FTILLC provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. FTILLC also manages, advises or sub-advises certain Sub-Advised Accounts. FTILLC also serves as investment adviser to certain separately managed account wrap fee programs that are sponsored by non-U.S. third-party broker- dealers and offered only outside of the United States. Further information about these non-SMA Program advisory services is discussed in FTILLC’s Non-SMA Program Brochure, which is available upon request. FTILLC also provides non-discretionary services, as sub-advisers to a SMA Contracting Adviser, through UMA programs where FTILLC generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than the applicable SMA Contracting Adviser or Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, the applicable SMA Contracting Adviser receives a fee from the Sponsor, rather than program clients, and pays a portion to the applicable Franklin Investment Adviser for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees FTILLC and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not the applicable SMA Contracting Adviser or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that FTILLC provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and FTILLC does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as the SMA Contracting Adviser and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither FTILLC nor the SMA Contracting Adviser has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole To the extent consistent with applicable law, FTILLC and the SMA Contracting Adviser do not treat a UMA Sponsor’s services FTILLC provides as a Subadviser to FTPPG. FTILLC Assets Under Management. As of September 30, 2023, FTILLC managed approximately $22,727.0 million on a discretionary basis and approximately $82.5 million on a non-discretionary basis* across all of its clients for a total of approximately $22,809.6 million**. * Non-discretionary assets under management described in this item will reflect Franklin Adviser Account assets for which FTILLC has neither discretionary authority nor responsibility for arranging or effecting the purchase or sale of such Franklin Investment Adviser provides solely asset allocation recommendations without continuous and regular monitoring of holdings within the client’s portfolio are not included in this item. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FTILLC’s Form ADV Part 1A due to specific calculation instructions for RAUM. Franklin Templeton Investment Management Limited (FTIML) Firm Description. FTIML is a company incorporated in England on April 3, 1985 with a principal place of business in London, England and a branch office conducting investment advisory business in Edinburgh, Scotland. FTIML is a wholly-owned subsidiary of Franklin Templeton Global Investors Limited, which is a wholly-owned subsidiary of Legg Mason Global Holdings Ltd., which is 24% owned by Templeton International, Inc., a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources, and 76% owned by ETP Holdings (Cayman) Ltd., which is a wholly-owned subsidiary of Templeton International, Inc., which is a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. FTIML acts as sub-adviser to one or more affiliated registered investment advisers (an “SMA Contracting Adviser”), including, but not limited to, FTPPG, with respect clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, FTIML provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. FTIML also manages, advises or sub-advises certain Sub-Advised Accounts. Further information about these non-SMA Program advisory services is discussed in FTIML’s Non-SMA Program Brochure, which is available upon request. FTIML also provides non-discretionary services, as sub-advisers to a SMA Contracting Adviser, through UMA programs where FTIML generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than the applicable SMA Contracting Adviser or Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, the applicable SMA Contracting Adviser receives a fee from the Sponsor, rather than program clients, and pays a portion to the applicable Franklin Investment Adviser for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees FTIML and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not the applicable SMA Contracting Adviser or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that FTIML provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and FTIML does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as the SMA Contracting Adviser and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither FTIML nor the SMA Contracting Adviser has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole To the extent consistent with applicable law, FTIML and the SMA Contracting Adviser do not treat a UMA Sponsor’s services FTIML provides as a Subadviser to FTPPG. FTIML Assets Under Management. As of September 30, 2023, FTIML managed approximately $26,218.0 million on a discretionary basis and approximately $560.3 million on a non-discretionary basis* across all of its clients for a total of approximately $ 26,778.3 million**. * Non-discretionary assets under management described in this item will reflect Franklin Adviser Account assets for which FTIML has neither discretionary authority nor responsibility for arranging or effecting the purchase or sale of recommendations provided to and accepted by the client or Sponsor. Any Franklin Adviser Account assets for which such Franklin Investment Adviser provides solely asset allocation recommendations without continuous and regular monitoring of holdings within the client’s portfolio are not included in this item. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FTIML’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets under management described in this item may include assets that an affiliated adviser is also reporting on its Form ADV. Franklin Templeton Investments Corp. (FTIC) Firm Description. FTIC is a Canadian corporation formed on December 31, 2000 and based in Ontario, Canada. FTIC is a wholly-owned subsidiary of Templeton International, Inc., which is a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. FTIC acts as sub-adviser to one or more affiliated registered investment advisers (an “SMA Contracting Adviser”), including, but not limited to, FTPPG, with respect to a limited number of clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, FTIC provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Separate Accounts. FTIC also serves as investment adviser to certain separately managed account wrap fee programs that are sponsored by non-U.S. third-party broker-dealers and offered only outside of the United States. Further information about these non-SMA Program advisory services is discussed in FTIC’s Non-SMA Program Brochure, which is available upon request. FTIC also provides non-discretionary services, as sub-advisers to a SMA Contracting Adviser, through UMA programs where FTIC generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than the applicable SMA Contracting Adviser or Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. In some cases, the UMA Sponsor will retain FTIC to provide periodic or ongoing advice, research and asset allocation recommendations to update the Model Portfolio. The Model Portfolios will, in certain circumstances, consist of a portfolio comprised entirely or partially of funds (typically U.S. Registered Funds) sponsored by FTIC or its affiliates and/or other securities and investment products, including third-party funds; in other instances, Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, the applicable SMA Contracting Adviser receives a fee from the Sponsor, rather than program clients, and pays a portion to the applicable adviser for the non- discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees FTIC and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not the applicable SMA Contracting Adviser or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that FTIC provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and FTIC does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as the SMA Contracting Adviser and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither FTIC nor the SMA Contracting Adviser has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, FTIC and the SMA Contracting Adviser do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services FTIC provides as a Subadviser to FTPPG. FTIC Assets Under Management. As of September 30, 2023, FTIC managed approximately $16,851.7 million on a discretionary basis and approximately $11.6 million on a non-discretionary basis* across all of its clients for a total of approximately $16,863.3 million**. * Non-discretionary

assets under management described in this item will reflect Franklin Adviser Account assets for which FTIC has neither discretionary authority nor responsibility for arranging or effecting the purchase or sale of recommendations provided to and accepted by the client or Sponsor. Any Franklin Adviser Account assets for which such Franklin Investment Adviser provides solely asset allocation recommendations without continuous and regular monitoring of holdings within the client’s portfolio are not included in this item. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of FTIC’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets under management described in this item may include assets that an affiliated adviser is also reporting on its Templeton Asset Management (TAML) Firm Description. TAML is a Singaporean corporation formed on September 28, 1992 and based in Singapore. TAML is a wholly-owned subsidiary of Franklin Templeton Capital Holdings Private Limited, which is 74% owned by Templeton International, Inc., a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources, and 26% owned by ETP Holdings (Cayman) Ltd., which is a wholly-owned subsidiary of Templeton International, Inc., which is a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. TAML acts as a sub-adviser to one or more affiliated registered investment advisers (an “SMA Contracting Adviser”), including, but not limited to, FTPPG, with respect to clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, TAML provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. TAML also manages, advises or sub-advises certain Sub-Advised Accounts. Further information about these non-SMA Program advisory services is discussed in TAML’s Non-SMA Program Brochure, which is available upon request. TAML also provides non-discretionary services, as sub-advisers to a SMA Contracting Adviser, through UMA programs where TAML generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than the applicable SMA Contracting Adviser or Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, the applicable SMA Contracting Adviser receives a fee from the Sponsor, rather than program clients, and pays a portion to the applicable Franklin Investment Adviser for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees TAML and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not the applicable SMA Contracting Adviser or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that TAML provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and TAML does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as the SMA Contracting Adviser and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither TAML nor the SMA Contracting Adviser has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole responsibility to (i) determine whether a model is suitable and appropriate for the investor, and (ii) tailor the model, as necessary, to fit an investor’s financial situation and objectives and any reasonable restrictions imposed by the client. To the extent consistent with applicable law, TAML and the SMA Contracting Adviser do not treat a UMA Sponsor’s underlying accounts or clients as their own advisory clients. This brochure is the applicable Form ADV disclosure document only for the separate account investment advisory services TAML provides as a Subadviser to FTPPG. TAML Assets Under Management. As of September 30, 2023, TAML managed approximately $25,319.6 million on a discretionary basis and approximately $133.8 million on a non-discretionary basis* across all of its clients for a total of approximately $25,453.4 million**. * Non-discretionary assets under management described in this item will reflect Franklin Adviser Account assets for which TAML has neither discretionary authority nor responsibility for arranging or effecting the purchase or sale of such Franklin Investment Adviser provides solely asset allocation recommendations without continuous and regular monitoring of holdings within the client’s portfolio are not included in this item. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of TAML’s Form ADV Part 1A due to specific calculation instructions for RAUM. Templeton Global Advisors Limited (TGAL) Firm Description. TGAL is a Bahamian corporation formed on July 17, 1992 and based in Nassau, Bahamas. TGAL is a wholly-owned subsidiary of Templeton Global Holdings Limited, which is a wholly-owned subsidiary of Templeton International, Inc., which is a wholly-owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. TGAL acts as a sub-adviser to one or more affiliated registered investment advisers (an “SMA Contracting Adviser”), including, but not limited to, FTPPG, with respect to a clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, TGAL provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Separate Accounts. TGAL also manages, advises or sub-advises certain Sub-Advised Accounts. Further information about these non-SMA Program advisory services is discussed in TGAL’s Non-SMA Program Brochure, which is available upon request. TGAL also provides non-discretionary services, as sub-advisers to a SMA Contracting Adviser, through UMA programs where TGAL generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than the applicable SMA Contracting Adviser or Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, the applicable SMA Contracting Adviser receives a fee from the Sponsor, rather than program clients, and pays a portion to the applicable Franklin Investment Adviser for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees TGAL and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not the applicable SMA Contracting Adviser or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that TGAL provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and TGAL does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as the SMA Contracting Adviser and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither TGAL nor the SMA Contracting Adviser has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole To the extent consistent with applicable law, TGAL and the SMA Contracting Adviser do not treat a UMA Sponsor’s services TGAL provides as a Subadviser to FTPPG. TGAL Assets Under Management. As of September 30, 2023, TGAL managed approximately $22,150.1 million on a discretionary basis and $4.4 million on a non-discretionary basis* across all of its clients for a total of approximately $22,154.4 million**. * Non-discretionary assets under management described in this item will reflect Franklin Adviser Account assets for which TGAL has neither discretionary authority nor responsibility for arranging or effecting the purchase or sale of such Franklin Investment Adviser provides solely asset allocation recommendations without continuous and regular monitoring of holdings within the client’s portfolio are not included in this item. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of TGAL’s Form ADV Part 1A due to specific calculation instructions for RAUM. Templeton Investments Counsel (TICLLC) Firm Description. TICLLC is a Delaware limited liability company formed on December 21, 2000 and based in Fort Lauderdale, Florida. TICLLC is a wholly owned subsidiary of Templeton Worldwide, Inc., which is a wholly-owned subsidiary of Legg Mason, which is a wholly-owned subsidiary of Franklin Resources. Franklin Resources’ common stock is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index. TICLLC acts as a sub-adviser to one or more affiliated registered investment advisers (an “SMA Contracting Adviser”), including, but not limited to, FTPPG, with respect to a clients and Sponsors in connection with Discretionary Model Programs, Non-Discretionary Model Programs, and FTPPG-Implemented Programs. In addition to providing investment advisory and portfolio management services as a sub-adviser with respect to clients and Sponsors in connection with SMA Programs, as described above, TICLLC provides investment advisory and portfolio management services to U.S. Registered Funds and Non-U.S. Registered Funds, as well as Private Funds and Separate Accounts. TICLLC also manages, advises or sub-advises certain Sub-Advised Accounts. Further information about these non-SMA Program advisory services is discussed in TICLLC’s Non-SMA Program Brochure, which is available upon request. TICLLC also provides non-discretionary services, as sub-advisers to a SMA Contracting Adviser, through UMA programs where TICLLC generally provides one or more “model” investment portfolios (“Model Portfolios”) on an ongoing basis, and the Sponsor of the UMA program (the “UMA Sponsor”) or its appointed “overlay” manager, rather than the applicable SMA Contracting Adviser or Franklin Investment Adviser, makes discretionary investment decisions and executes trades on behalf of its underlying clients. The Model Portfolios are generally comprised of recommendations for investments in specified equity securities, such as shares of common stock. In these UMA programs, the applicable SMA Contracting Adviser receives a fee from the Sponsor, rather than program clients, and pays a portion to the applicable Franklin Investment Adviser for the non-discretionary services provided to the Sponsor. Subject to applicable law and regulation, these fees are in addition to the fees TICLLC and its affiliates earn for providing services to the funds that may comprise the Model Portfolios and any fees charged by the UMA program and UMA Sponsor, including, in certain cases, wrap fees. The Sponsor or overlay manager, and not the applicable SMA Contracting Adviser or Franklin Investment Adviser, is the investment adviser and fiduciary for the accounts of clients of such programs. The Model Portfolios that TICLLC provides are generally created for a hypothetical investor with investment objectives specified by the UMA Sponsor, and TICLLC does not individualize the model portfolio to the needs of any specific UMA Sponsor client or account type. While the Sponsor or the overlay manager of the investor is generally expected to implement the Model Portfolios as the SMA Contracting Adviser and Franklin Investment Adviser advise, under the terms of certain UMA Programs, neither TICLLC nor the SMA Contracting Adviser has control over whether or how the UMA Sponsor (or the overlay manager) chooses to use the model portfolio. As a general matter, the UMA Sponsor has the sole To the extent consistent with applicable law, TICLLC and the SMA Contracting Adviser do not treat a UMA Sponsor’s services TICLLC provides as a Subadviser to FTPPG. TICLLC Assets Under Management. As of September 30, 2023, TICLLC managed approximately $6,351.5 million on a discretionary basis and approximately $15.8 million on a non-discretionary basis* across all of its clients for a total of approximately $6,367.3 million**. * Non-discretionary assets under management described in this item will reflect Franklin Adviser Account assets for which TICLLC has neither discretionary authority nor responsibility for arranging or effecting the purchase or sale of recommendations provided to and accepted by the client or Sponsor. Any Franklin Adviser Account assets for which such Franklin Investment Adviser provides solely asset allocation recommendations without continuous and regular monitoring of holdings within the client’s portfolio are not included in this item. ** Differs from Regulatory Assets Under Management (“RAUM”) disclosed in Item 5.F of TICLLC’s Form ADV Part 1A due to specific calculation instructions for RAUM. Assets under management described in this item may include assets that an affiliated adviser is also reporting on its Form ADV. F. Martin Currie Firm Description. Martin Currie is an asset management company with US$16.4 billion of assets under management (AUM) for more than 99 clients worldwide, including financial institutions, pension funds, family offices, government agencies and investment funds. The firm has offices in Edinburgh (headquarters) and New York. Martin Currie Limited is the parent of the UK consolidated group and is subject to consolidated supervision by the Financial Conduct Authority (FCA). Martin Currie Investment Management Limited (MCIM), a subsidiary of Martin Currie Limited, is the main operating company of the group. MCIM performs investment management, dealing, investment support, sales and marketing and platform functions for the Martin Currie group. Martin Currie Inc. provides the primary sales and marketing services to North American clients, together with discretionary investment management services to US investors. Martin Currie Inc. is registered as an investment adviser with the SEC. Martin Currie Inc. sub-delegates ancillary investment management administration and operational functions, such as dealing, compliance, legal etc., to MCIM in the UK. Martin Currie is a directly owned subsidiary of Franklin Resources, a global asset management firm headquartered in the USA. The common stock of Franklin Resources is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “BEN,” and is included in the Standard & Poor’s 500 Index. Martin Currie’s investment solutions are specifically designed to meet clients’ needs. Whether this is matching return objectives, risk tolerance, liability profiles or income requirements, Martin Currie’s differentiated suite of risk- adjusted solutions are underpinned by the benefits of active management and integrated ESG analysis. We have distilled and refined our offering into three distinctive strategy types, each defined by their own risk framework and the outcomes they provide to our clients: Growth, Accumulation, or Income. Significant resources are invested to build a deep understanding of companies. The investment and research structure and processes are designed to deliver high-conviction stock ideas based on bottom-up stock driven, fundamental analysis. There is a distinct structure at Martin Currie, in that investment team members have dual roles as portfolio managers and analysts and every member of the team has specific research responsibilities. This dual role approach is replicated across all of Martin Currie’s regional equity investment teams, helping to facilitate the sharing of research ideas, discussing findings from company meetings and reviewing corporate announcements. Stewardship and ESG As active equity specialists, we build global, stock-driven portfolios based on bottom-up fundamental research. We recognize that, while analysis of near-term prospects for a company will always be important, the majority of a company’s value lies in its ability to generate sustainable long-term returns. Through our environmental, social and governance (ESG) analysis, we develop a deeper understanding of the companies we invest in and build stronger conviction in their ability to outperform over the long term for our clients. Effective stewardship of capital is at the heart of our client proposition. Our commitment to this is evident in how we embed ESG analysis at every stage of our investment process, which we do through our corporate engagement, and in the responsible management of our own business. We have a dedicated Stewardship & ESG team comprising three individuals. As experienced investment professionals, the team is responsible for implementation of our internal ESG frameworks, best practice methods, corporate governance and responsible investment (RI) policies. The Head of Stewardship & ESG reports to Martin Currie's ESG Council. He also co- chairs Franklin Templeton's Stewardship and Sustainability Council. Responsibility for day-to-day ESG analysis and active ownership activity lies with those who know the companies best – our portfolio managers and analysts. They work in close collaboration with the Head of Stewardship and ESG and the ESG Working Group to consider the material and relevant ESG factors that could impact the ability of the company to generate sustainable returns. Types of Advisory Services Martin Currie offers a range of segregated or pooled accounts, each driven by one of three principal strategy types. MC Inc also offers non-discretionary model portfolio delivery to institutional clients. This brochure is the applicable Martin Currie Inc Form ADV disclosure document only for the separate account investment advisory services Martin Currie Inc provides as a Subadviser to FTPPG. Discretionary and Non-Discretionary Assets Under Management As of September 30, 2023, the Group had US$16.4 billion in assets under management, including approximately $13.9 billion in discretionary assets under management and approximately $2.5 billion in non-discretionary assets under management. G. Royce Firm Description. Royce & Associates, LP has been investing in smaller-company securities with a value approach for more than 50 years. Royce & Associates, LP is a Delaware limited partnership that primarily conducts its business under the name Royce Investment Partners and is referred to herein as “Royce.” A majority-owned subsidiary of Franklin Resources, Inc., Royce operates out of its principal office located at 745 Fifth Avenue, New York, New York 10151. Royce uses various methods primarily rooted in the valuation of each stock and an evaluation of each company in managing client accounts. Royce’s security selection process puts primary emphasis on the quality of a company’s balance sheet and other measures of a company’s financial condition and profitability, such as the history and/or potential for improvement in cash flow generation, internal rates of return, and sustainable earnings. Royce may also consider other factors, such as a company’s unrecognized asset values, its future growth prospects, or its turnaround potential following an earnings disappointment or other business difficulties. As part of its investment research process, Royce may meet with management of companies in which it has invested or in which Royce is considering an investment. These meetings may be organized by Royce directly or by a third party, such as an investment research provider. Depending on the venue and context, other parties, often including other investment firms, may be present in these meetings. While having others present can be valuable, in that the meeting may then be more efficient for the companies, multiple points of view can add to the discussion, etc., Royce also recognizes the need in those circumstances to take steps to protect the confidentiality of its investment decisions. Royce’s policies and procedures prohibit Royce’s officers, Board members and employees from disclosing any non-public information relating to Royce or its securities transactions, or plans regarding future securities transactions, to any person outside Royce. These policies and procedures also include specific requirements for managing information transmission risks associated with the use by a number of third parties, including other investment firms, of Royce’s office space. For certain client accounts, Royce may also select some portfolio securities using a proprietary investment model, which employs quantitative factors similar to those used by Royce in its other accounts to take long positions and to determine when to sell the long positions. These proprietary investment models are refined/adjusted from time to time. Royce believes certain material Environmental, Social, and Governance (“ESG”) factors have the potential to contribute to a stock’s long-term performance, and therefore Royce may evaluate potential ESG considerations when assessing a company’s financial condition and profitability. This analysis allows Royce’s portfolio managers to determine whether a company’s ESG profile poses a material financial risk or creates an opportunity for investment. Investments in cash and cash equivalents and any securities lending activities will not be assessed for ESG factors. Evaluation of ESG risk is only one component of Royce’s assessment of potential investments and, as with its consideration of other factors and risks, may not be a determinative factor in any decision to purchase, sell, or hold a security. In addition, where ESG factors are considered, the weight given to ESG factors may vary among Royce client accounts and across different types of investments, sectors, industries, regions, and issuers; and ESG factors and weights considered may change over time. Royce may not assess every investment for ESG factors and, when it does, not every ESG factor may be identified or evaluated. Royce’s assessment of a company’s ESG factors is subjective and may differ from that of institutional investors, third-party service providers (e.g., ratings providers), and/or other funds, and may be dependent on the availability of timely, complete, and accurate ESG data reports from issuers and/ or third-party research providers, the timeliness, completeness, and accuracy of which is outside of Royce’s control. ESG factors are often not uniformly measured or defined, which could impact Royce’s ability to evaluate a company. While Royce views certain ESG factors as having the potential to contribute to a stock’s long-term performance, there is no guarantee that such results will be achieved. Types of Advisory Services. Royce provides investment advisory services in multiple formats, including institutional and retail separate accounts and mutual funds and other commingled investment vehicles. This brochure is the applicable Royce Form ADV disclosure document only for the separate account investment advisory services Royce provides as a Subadviser to FTPPG. Royce Assets Under Management. As of September 30, 2023, Royce managed approximately $11.45 billion on a discretionary basis and approximately $161.4 million on a non-discretionary basis across all of its clients, for a total of approximately $11.6 billion. Assets managed on a discretionary basis include client assets for which Royce, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non- discretionary basis include client assets for which Royce, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs. In addition, both categories of managed assets include client assets for which Royce provides investment advisory services other than as a Subadviser to FTPPG. H. Western Asset Firm Description. Western Asset is one of the world’s leading investment management firms. Its sole business is managing fixed income portfolios, an activity it has pursued for over 50 years. Western Asset was founded in October 1971 by United California Bank (which later became First Interstate) before relocating to Pasadena, California, where it is currently headquartered. In December 1986, Western Asset was acquired by Legg Mason, which was then acquired by Franklin Resources on July 31, 2020, as described above. Western Asset operates as an autonomous investment management company. Western Asset has entered into a revenue-sharing agreement with Franklin Resources that allows Western Asset to retain control over a substantial percentage of its revenues. Western Asset seeks to provide clients with diversified, tightly controlled, value-oriented portfolios. Western Asset’s overall investment approach emphasizes the use of multiple strategies and active sector rotation and issue selection, while constraining overall interest rate risk relative to the benchmark. Western Asset typically implements this philosophy by applying the following approaches:
• Long-term fundamental value. Long-term value investing is Western Asset’s fundamental approach. Western Asset seeks out the greatest long-term value by analyzing eligible fixed income market sectors and rotating to those sectors it considers most attractive.
• Multiple diversified strategies. Western Asset employs multiple diversified strategies, proportioned so that one or two investments or a single adverse market event should not have an overwhelming effect. Western Asset believes this approach can add incremental value over time and can help to reduce volatility. Western Asset’s fixed income investment discipline emphasizes a cohesive team approach in which groups of specialists dedicated to different market sectors constantly interact. The sector teams are comprised of Western Asset’s senior portfolio managers and research analysts and an in-house economist. These individuals are highly skilled and experienced in all major areas of the fixed income securities market. They exchange views on a daily basis and meet more formally twice each month to review Western Asset’s economic outlook and overall investment strategy. This structure seeks to ensure that client portfolios benefit from a consensus that draws on the expertise of all team members. The strategic goal at Western Asset is to add value to client portfolios while adhering to a disciplined risk control process. With this process the investment management team seeks to exceed benchmark returns while approximating benchmark risk or, for total return portfolios, within appropriate risk tolerances. Western Asset’s investment philosophy combines traditional fundamental and relative value analysis with an emphasis on diversification to dampen potential volatility. Western Asset believes inefficiencies exist in the fixed-income markets and attempts to add incremental value by exploiting these inefficiencies across all eligible market sectors. The key areas of focus are:
• Sector & Sub-Sector Allocation
• Issue Selection
• Duration
• Term Structure Western Asset believes these areas represent the primary sources of potential value in active fixed-income management. Sector & Sub-Sector Allocation – Western Asset rotates among and within sectors of the bond market, preferring non- government sectors because they typically offer higher relative yields and have tended to outperform the broad markets over long market cycles. The investment team analyzes the global economic environment to determine the potential impact on sector performance. They study historical yield spreads, identify the fundamental factors that influence yield spread relationships, and relate these findings to Western Asset’s projections to determine attractive alternatives. Western Asset’s analysts continually augment this process by providing detailed analyses of specific sectors. Corporate analysis includes assiduous credit quality studies and historical yield spread analysis. Mortgage analysis includes the use of external research which integrates the components of prepayment, housing turnover, default, and refinancing. Issue Selection – Issue selection is a bottom-up process that seeks to determine mispriced or undervalued securities. The sector teams provide an ongoing assessment of changing credit characteristics and of securities with characteristics such as floating interest rates, hidden underlying assets or credit backing and securities issued in mergers. Also assessed are newly issued securities. Armed with these sector and issue analyses, the sector teams and portfolio manager select issues opportunistically. Corporate bonds have long been an area of significant added value for Western Asset. While Western Asset concentrates on investment-grade securities, its analysts have proven very successful in analyzing lower grade credits. It is anticipated that these securities will continue to offer attractive risk-adjusted opportunities. Western Asset believes that authority to use corporate bonds, where consistent with client guidelines and risk tolerances, and when combined with proper risk control guidelines, can be a prudent exercise of fiduciary responsibility. Duration – The investment team decides on a duration target based on a comprehensive analysis of macroeconomic factors as well as the general political environment. The underlying belief is that interest rates are primarily determined by real economic growth and the level and direction of inflation, and that inflation is primarily a monetary phenomenon. The investment team weighs its views against market expectations, taking on more risk as its views diverge from the market and less risk as they converge. The consensus is not to attempt to time the market, but rather to identify and stay with long-term trends. Term Structure – Western Asset closely monitors shifts in yield curves, since the relationship between short, intermediate and long maturity securities is essential to constructing a long-term investment horizon. The investment team determines the implications of yield curve shapes, along with projections of central bank policy and market expectations, and formulates a yield curve strategy. While movements in each part of the yield curve are correlated, each responds to different macroeconomic factors. The front end, for example, is often tied to current and projected central bank policy. The long end, while reflecting the expected full cycle of central bank policies, also reacts to changes in underlying inflation trends. Risk is managed by controlling term structure relative to a target portfolio and by assessing the convexity of Western Asset’s holdings. Environmental, Social and Governance (“ESG”) and Principles for Responsible Investing (“PRI”) – ESG factors can affect the creditworthiness of fixed-income issuers’ securities and therefore impact the performance of fixed-income investment portfolios. Accordingly, Western Asset incorporates ESG considerations in its investment analysis and decision- making as a matter of good investment principles. Western Asset has adopted an ESG investment policy that seeks to reflect the changing environment in which Western Asset and its clients operate, and incorporates ESG considerations, among other relevant risks, into its credit analysis of corporate bond and other debt issuers. Western Asset is also a signatory to the United Nations–supported PRI initiative an international network of investors collaborating to put the six Principles for Responsible investing into practice. For investors acting in a fiduciary role, the Principles demonstrate the belief that ESG issues can affect the performance of investment portfolios. In implementing these Principles, signatories contribute to the development of a more sustainable global financial system. Western Asset, as a fixed-income manager, is not an asset-owner but as a PRI signatory, commits to the Principles where consistent with its fiduciary responsibility. Types of Advisory Services. Western Asset provides investment advisory services in multiple formats, including separate accounts and mutual funds and other commingled investment vehicles. This brochure is the applicable Western Asset Form ADV disclosure document only for the separate account investment advisory services Western Asset provides as a Subadviser to FTPPG. Western Asset Assets Under Management. As of September 30, 2023, Western Asset managed approximately $291,517,700,000* in assets, including the following assets as Subadviser to FTPPG in investment programs sponsored by Sponsor Firms:
• approximately $16,990,100,000* in assets on a discretionary basis, and
• approximately $5,309,500,000* in assets on a non-discretionary basis. * These numbers are rounded to the nearest 100,000. Assets managed on a discretionary basis include client assets for which Western Asset, as Subadviser to FTPPG, provides investment advisory services in FTPPG-Implemented Programs and Discretionary Model Programs. Assets managed on a non-discretionary basis include client assets for which Western Asset, as Subadviser to FTPPG, provides investment advisory services in Non-Discretionary Model Programs. I. Franklin MOST Franklin MOST, LLC (“Franklin MOST”) is a limited liability company organized in the state of Delaware in March 2023, which became registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”) on April 27, 2023. Franklin MOST’s principal place of business is located at 1071 Post Road East, #201, Westport, Connecticut 06880. Franklin MOST is an indirect wholly owned subsidiary of Franklin Resources, Inc., a holding company with its various subsidiaries that operate under the Franklin Templeton and/or subsidiary brand names. Franklin MOST focuses on innovative and alternative investment solutions with a primary focus of utilizing listed options to attempt to create potentially enhanced, risk adjusted returns. The company is led by a management team with extensive asset management experience. Franklin MOST provides discretionary and non-discretionary portfolio management, supervisory and evaluation services to family offices, institutions and ultra-high-net-worth individuals. Franklin MOST utilizes exchange-traded equity options to provide clients with potentially enhanced returns in certain circumstances with potentially reduced downside exposure. Some examples of typical strategies employed are call writing and the purchase of protective put options. Services Limited to Specific Types of Investments Franklin MOST generally limits its investment advice, overall advice, and strategy to option-based strategies. This brochure is the applicable Franklin MOST Form ADV disclosure document only for the separate account investment advisory services Franklin MOST provides as a Subadviser to FTPPG. Franklin MOST Assets Under Management. As of September 30, 2023, Franklin MOST managed approximately $594 million in assets, including approximately $164 million in assets on a discretionary basis, and approximately $430 million in assets on a non-discretionary basis. J. Wrap Fee Programs Certain Sponsor Firm investment programs for which FTPPG and the Subadvisers provide investment advisory services are wrap fee programs in which FTPPG receives (from the Sponsor Firm) a portion of the wrap fees clients pay to the Sponsor Firm. FTPPG typically pays all or part of the compensation it receives to the Subadvisers as compensation for the investment advisory services they provide for the program. For additional information on FTPPG and Subadviser compensation, see Item 5 in this brochure. The investment advisory services the Subadvisers provide in Sponsor Firm investment programs, including wrap fee and non-wrap fee programs, generally differ from the investment advisory services the Subadvisers provide to clients outside such programs in one or more of the following ways: 1. The Subadvisers’ investment advisory services for clients in Sponsor Firm investment programs generally involve investments only in publicly-traded equity securities, fixed income securities, and/or cash equivalents, while their investment advisory services for other clients may involve additional strategies and investments, such as short selling, privately-offered securities and derivatives (e.g., options, futures, currency forward contracts and swaps). 2. The Subadvisers’ investment advisory services for clients in Sponsor Firm investment programs generally do not involve investments in initial or secondary offerings of equity securities because, as a practical matter, it is unlikely FTPPG would be able to obtain allocations in such offerings for FTPPG-Implemented Program clients (a Subadviser may invest assets of its non-FTPPG clients in such offerings); 3. The Subadvisers’ investment advisory services for clients outside of Sponsor Firm investment programs may involve different investment strategies or investments in a larger or smaller number of securities than the Subadvisers include in the investment management portfolios they provide to clients in Sponsor Firm investment programs. 4. For separately managed accounts outside of Sponsor Firm investment programs, the Subadvisers may be able to tailor the investment advisory services they provide more closely to client needs and preferences, as reflected in client investment guidelines and client restrictions. 5. A Subadviser may provide regular reports to clients outside of Sponsor Firm investment programs. As described in Item 13 below, FTPPG and the Subadvisers typically do not provide such reports to clients in Sponsor Firm investment programs. 6. Royce’s investment advisory services for clients in Sponsor Firm investment programs do not involve investments in non-U.S. traded securities but may involve investments in U.S. traded ADRs. (Royce may invest assets of its non-FTPPG clients in non-U.S. traded securities.) A Subadviser may make available certain of its investment strategies and investment advisory services only (i) in a closed or open end fund or other commingled investment vehicle, and/or (ii) to clients that meet the Subadviser’s requirements for entering into an investment advisory agreement directly with the Subadviser (including, potentially, minimum investment and client qualification requirements). K. Individual Client Needs In addition to providing investment management portfolios that reflect a wide range of investment strategies, FTPPG and the Subadvisers may tailor the investment services they provide more closely to the individual needs of clients as described below. Client Restrictions. For client accounts in FTPPG-Implemented Programs, FTPPG accepts client-imposed restrictions on management if FTPPG and the applicable Subadviser, in their discretion, determine that the proposed restriction is reasonably practical as an investment and operational matter. Subject to this standard, clients in FTPPG-Implemented Programs may impose restrictions on investments in specific securities (e.g., stock of Company ABC) or on investments in certain categories of securities (e.g., tobacco company stocks). Where a client restricts investment in a category of securities, FTPPG and the applicable Subadviser determine in their discretion the specific securities in the restricted category. FTPPG relies on the client’s Sponsor Firm to notify FTPPG of any restrictions desired by clients. In FTPPG-Implemented Programs, FTPPG applies client account restrictions it accepts (other than for accounts that select ESG investment management portfolios – see Item 8 below) only at the time of purchase, and does not apply these restrictions to securities transferred into the account, securities already held in the account at the time the restriction is imposed, securities that first come within a restriction following purchase of such securities, and securities acquired as a result of corporate actions (e.g., stock splits, stock dividends). Client Directed Sales and Temporary ETF Investments. A client in a FTPPG-Implemented Program may direct FTPPG to sell particular securities or types of securities held in the client’s account by contacting his or her Sponsor Firm. FTPPG seeks to begin implementing sell directions no later than the close of business on the business day after FTPPG receives the direction in proper form from the client’s Sponsor Firm (FTPPG determines what constitutes proper form). FTPPG generally does not implement sell directions immediately upon receipt. As a result, the proceeds from a directed sale may be more or less than the client would have received had FTPPG implemented the sell direction immediately. In connection with a client-directed sale of securities, FTPPG in its sole discretion may accept and implement a client direction to temporarily invest the sale proceeds in an exchange-traded fund (“ETF”). Such directions involve an increased risk of loss (or missed gains) to the client relative to client accounts for which such directions are not given. Neither FTPPG nor any of its affiliates, including the Subadvisers, will have any responsibility for the suitability or performance of any client-directed ETF investments. FTPPG will be responsible only for implementing any directions it accepts to make such investments, subject to any account-, security- or tax lot-level realized loss or gain minimums FTPPG establishes from time to time. ETFs are exchange-traded funds that typically represent U.S. securities markets, industry and market capitalization sectors, non-U.S. country and regional markets, and other types of non-U.S. securities markets and market sectors (e.g., emerging markets). ETFs generally are subject to the same investment risks associated with the underlying securities they represent. Refer to Appendix A to this brochure for explanations of certain types of investment risks. Also, in addition to fees charged at the account level, a client will bear a proportionate share of the separate fees and expenses incurred by any ETF held in the client’s account. Custom Services. FTPPG and ClearBridge may agree to further tailor to client needs the investment advisory services they provide, including as part of the Custom Asset Management services described in Item 8 of this brochure. In addition, FTPPG and Western Asset may agree to provide customized investment management services or a customized version of a particular investment management portfolio described in Item 8 of this brochure upon the request of a client or a Sponsor Firm.