Clearbridge Investment Management Limited

FEES AND COMPENSATION

A. Compensation of Franklin Templeton Private Portfolio Group, LLC and the Subadvisers

How FTPPG is compensated for the services FTPPG and the Subadvisers provide in an investment program depends on
whether the program is a Single-Contract Program or a Dual-Contract Program.

In Single-Contract Programs and Dual-Contract Programs, FTPPG pays the Subadvisers all or a portion of the fees FTPPG
receives as compensation for the Subadvisers’ services.

FTPPG Compensation in Single-Contract Programs. In a Single-Contract Program, the client does not enter into an
agreement directly with FTPPG. Instead, the client enters into an agreement with the client’s Sponsor Firm that covers
investment advisory services FTPPG and one or more Subadvisers provide and also certain investment services the Sponsor
Firm provides. The client pays the Sponsor Firm fees for all the services under such agreement. The Sponsor Firm, in turn,
compensates FTPPG for the investment advisory services FTPPG and the applicable Subadviser(s) provide.

The fees agreed to by FTPPG and a Sponsor Firm under a Single-Contract Program are dependent upon a variety of factors,
including without limitation the size of the program, the portfolio selected by the client, Sponsor Firm administrative
requirements and administrative charges, Sponsor Firm parameters for compensation of participating managers or advisers,
and the nature and extent of the responsibilities of and services provided by each of the Sponsor Firm, FTPPG and FTPPG’s
Subadvisers under the program. Based on such factors, FTPPG and a Sponsor Firm may agree to a fee rate under a particular
Single-Contract Program that is different from the fee rate or outside of the fee range indicated below. A Sponsor Firm and
FTPPG may agree to a fee rate with respect to a particular account under a Single-Contract Program that is lower than the
standard fee rate at which FTPPG is compensated by the Sponsor Firm under such Single-Contract Program. Such fee
concessions are very unusual and agreed to by FTPPG only in special circumstances, e.g. in the case of accounts with
unusually large asset levels. In addition, a Sponsor Firm and FTPPG may agree to a fee rate with respect to a particular
account under a Single-Contract Program that is higher than the fee rate at which FTPPG is compensated under such Single-
Contract Program based on such account’s unique servicing needs and compliance requirements. The fees paid to FTPPG
in FTPPG-Implemented Programs, where FTPPG is responsible for providing full discretionary portfolio management,
implementation and trade placement services with respect to client accounts, generally are higher than the fees paid to
FTPPG in Discretionary Model Programs, where FTPPG and its Subadvisers have investment discretion but the Sponsor Firm
is responsible for implementing Subadviser investment advice forwarded to it by FTPPG for client accounts, and Non-
Discretionary Model Programs, where the Sponsor Firm has investment discretion and decides whether to implement
Subadviser investment advice, in whole or in part, forwarded to it by FTPPG for client accounts.

 •   In the case of FTPPG-Implemented Programs, FTPPG generally receives, or anticipates receiving, fees from the
     Program Sponsor within the following ranges depending upon the portfolio selected by the client:

Portfolios Subadvised by ClearBridge                                          Fee Rates or Ranges

All ClearBridge Equity Portfolios (See Item 8)                                0.32% - 0.50%

Balanced/Specialty Portfolios Subadvised by ClearBridge and Western           Fee Rates or Ranges
Asset or FAV
All Balanced (other than MDA Balanced)/Specialty Portfolios (See Item 8)      0.30% - 0.45%

Portfolios Subadvised by CINA                                                 Fee Rates or Ranges
ClearBridge Global Infrastructure Income                                      0.42% - 0.45%

Portfolios Subadvised by FAV                                                  Fee Rates or Ranges
Franklin Templeton Multi-Asset Class Portfolios (See Item 8)                  0.00% - 0.40%
Franklin Corporate Ladder Portfolios                                          0.07%
Franklin Municipal Ladder Portfolios
Franklin U.S. Government Ladder Portfolios
Franklin Municipal Ladder-Tax Managed Portfolios                              0.09%
Franklin Intermediate Fixed Income                                            0.15% - 0.25%
Franklin Intermediate Government Bond
Franklin Intermediate Investment Grade Credit
Franklin Intermediate Municipal
Franklin Limited Maturity Municipal
Franklin Long Maturity Municipal
Franklin Municipal Green Bond
Franklin Custom Muni                                                          0.20%
Franklin High Yield Municipal
Franklin Intermediate High Yield Municipal
Franklin Intermediate Municipal - Tax Managed
Franklin Templeton Low Volatility High Dividend Equity                        0.20% - 0.40%
Franklin Core                                                                 0.25%
Franklin Core Plus
Franklin Municipal Enhanced Income*

Franklin Growth                                                               0.34%
Franklin Income
Franklin DynaTech                                                             0.40% - 0.45%
Franklin Equity Income
Franklin Growth Opportunities
Franklin Rising Dividends
Franklin U.S. Focused Growth
Putnam Ultra Short Duration Income Managed Account                            0.18%
Franklin Small-Mid Cap Growth                                                 0.42%-0.45%
Franklin Technology

  Portfolios Subadvised by FAV                                                          Fee Rates or Ranges
  Franklin Small Cap Growth                                                           0.50%
  * Also known as “Franklin Multi-Strategy Municipal” by certain clients of Managed Account Advisors LLC in Merrill Lynch
...

TYPES OF CLIENTS

A. Clients

FTPPG, together with the Subadvisers, provides investment advisory services for a wide range of clients in Sponsor Firm
investment programs, including individuals, pension and profit-sharing plans, endowments, foundations, unions and state
and local governmental entities. Sponsor Firms, which include broker-dealer firms, banks and investment advisory firms,
are another type of client to which FTPPG and the Subadvisers may provide investment advisory services (for use by such
Sponsor Firms or their designees in managing accounts on behalf of clients of such Sponsor Firms).

B. Investment Minimums

For new client accounts, FTPPG generally imposes the investment minimums listed below. FTPPG, in its sole discretion and
in consultation with the applicable Subadvisers, may waive any one or more of these minimums for any one or more client
accounts. In addition, for certain investment programs, FTPPG and a Sponsor Firm may establish investment minimums for
particular investment management portfolios that are higher or lower than those indicated below. FTPPG, in its sole
discretion and in consultation with the applicable Subadvisers, may freeze management of a client account in the event
that the value of such account falls below the applicable investment minimum for the selected investment management
portfolio.

  Equity Portfolios Subadvised by ClearBridge                                       Investment Minimum
  ClearBridge Appreciation*                                                         $50,000
  ClearBridge Dividend Strategy   *

  ClearBridge Global Value ADR
  ClearBridge Growth*
  ClearBridge International Growth ADR*
  ClearBridge International Value ADR*
  ClearBridge Large Cap Growth*
  ClearBridge Large Cap Value*
  ClearBridge Mid Cap
  ClearBridge Mid Cap Growth
  ClearBridge Small Cap
  ClearBridge Small Cap Growth
  ClearBridge Sustainability Leaders
  ClearBridge Tactical Dividend Income
  ClearBridge Value*
  ClearBridge All Cap Growth*                                                       $75,000
  ClearBridge Global Growth ADR                                                     $100,000
  ClearBridge SMID Cap Growth

Balanced and Specialty Portfolios Subadvised by ClearBridge and Western             Investment Minimum
Asset or FAV
Balanced                                                                            $100,000
Franklin Templeton Appreciation   *

Franklin Templeton Balanced Income
Franklin Templeton Dividend Strategy*
Franklin Templeton Global Value ADR
Franklin Templeton International Value ADR
Franklin Templeton Large Cap Growth*
Franklin Templeton Large Cap Value*
Franklin Templeton Value*

Balanced                                                                            $125,000
Franklin Templeton All Cap Growth     *

Balanced - Tax Favored                                                              $200,000
Franklin Templeton All Cap Growth     *

Franklin Templeton Appreciation*
Franklin Templeton Balanced Income with Municipals
Franklin Templeton Dividend Strategy*
Franklin Templeton Global Value ADR
Franklin Templeton International Value ADR
Franklin Templeton Large Cap Growth*
Franklin Templeton Large Cap Value*
Franklin Templeton Value

*These strategies also may be available as part of ESG portfolios that integrate environmental, social and governance
criteria.

Portfolios Subadvised by CINA                                                       Investment Minimum
ClearBridge Global Infrastructure Income                                            $50,000

Portfolios Subadvised by FAV                                                        Investment Minimum
Franklin Templeton Custom Asset Allocation Models                                   $5,000 to $500,000 depending on
                                                                                    implementation type
Franklin Templeton Multi-Asset Class (See Item 8)                                   $25,000
Franklin Templeton Core Multi Manager + Digital Assets ETF
Franklin Equity Income                                                              $50,000
Franklin Rising Dividends
Franklin Small Cap Growth
Franklin Small-Mid Cap Growth
Franklin Templeton Digital Assets Core
Franklin Templeton Digital Assets Core Capped
Franklin Templeton Digital Assets Dynamic BTC/ETH

Portfolios Subadvised by FAV                                                          Investment Minimum
Franklin Templeton Low Volatility High Dividend Equity
Franklin Corporate Ladder 1-3 Year                                                    $100,000
Franklin Corporate Ladder 1-5 Year
Franklin Corporate Ladder 1-10 Year
Franklin DynaTech
Franklin Growth
Franklin Growth Opportunities
Franklin Intermediate Fixed Income
Franklin Intermediate Government Bond
Franklin Technology
Franklin U.S. Government Ladder 1-5 Year
Franklin U.S. Government Ladder 1-10 Year
Franklin U.S. Government Ladder 5-20 Year
Franklin Core                                                                         $150,000
Franklin Core Plus
Franklin U.S. Focused Growth
Franklin Income                                                                       $175,000
Franklin Intermediate Investment Grade Credit
Franklin Intermediate Municipal
Franklin Intermediate Municipal – Tax Managed
Franklin Limited Maturity Municipal
Franklin Municipal Ladder 1-3 Year
Franklin Municipal Ladder 1-7 Year
Franklin Municipal Ladder 1-15 Year
Franklin Municipal Ladder 1-3 Year – Tax Managed
Franklin Municipal Ladder 1-7 Year – Tax Managed
Franklin Municipal Ladder 1-15 Year – Tax Managed
Franklin Long Maturity Municipal                                                      $250,000
Franklin Municipal Enhanced Income*
Franklin Municipal Ladder 5-20 Year
Franklin Municipal Ladder 5-20 Year – Tax Managed
Franklin Templeton U.S. Core Equity Direct Implementation Portfolios
Putnam Ultra Short Duration Income Managed Account
...