Franklin Advisory Services LLC

Item 5           Fees and Compensation
ADVISORY FEES
Investment management fees are generally calculated under contractual arrangements with the
Advisers’ clients as a percentage of the market value of assets under management. Annual rates vary
by investment objective and type of services provided. Fee arrangements for Separate Accounts vary
by client, and are based on a number of different factors, including investment mandate, services
performed, and account/relationship size. To the extent permitted under the Investment Advisers Act
of 1940 (the “Advisers Act”) and other applicable law, the Advisers can negotiate and charge
performance fees or special allocations in addition to asset-based fees in connection with Accounts.
In addition, fees and allocations can be fixed, fixed plus performance, or performance only. For certain
alternative strategies, including digital asset strategies conducted through the Franklin Crypto Team,
fees may include performance-based compensation, carried interest, or other incentive allocations,
which may be based on realized and/or unrealized gains. Please refer to Item 6 (“Performance-Based
Fees and Side-by-Side Management”) for additional discussion of performance-based fees and
allocations.

For certain Accounts, including Private Funds and other pooled investment vehicles investing in digital
assets managed by the Franklin Crypto Team, fee structures may include:

•    management fees that may differ from traditional asset-based fee schedules
•    performance-based compensation (including carried interest or incentive allocations)
•    fees calculated based on realized and/or unrealized gains
•    fee structures tied to investment lifecycle events (e.g., token distributions, liquidity events or
protocol participation)

These fee arrangements may differ materially from those applicable to traditional securities strategies.

The Advisers are not generally required to provide notice to, or obtain the consent of, one client when
waiving, reducing or varying fees or modifying other contractual terms with any other client. However,
some Separate Account and Sub-Advised Account clients will, from time to time, seek to negotiate
most favored nation (“MFN”) clauses in their investment management agreements with an Adviser.
These clauses typically require the Adviser to notify a client with an MFN clause if that Adviser
subsequently enters into an agreement with a similar client as further described below, that provides
a more favorable fee rate or certain other contractual terms than those in place with the client who has
the MFN clause at that time. In some cases, certain MFN clauses may require the Adviser to also offer
the same fee rate or similar terms to such MFN client. The applicability of an MFN clause will typically
depend on the degree of similarity between clients. An Adviser will typically consider a number of
factors when determining similarity between Accounts, including the type of client, the jurisdiction of
the client, the scope of investment discretion, reporting and other servicing requirements, the amount
of assets under management, the fee structure and the particular investment strategy. Since an MFN
is specific to the investment management agreement entered into with the Adviser, the Adviser will not
typically agree to extend MFN rights in the investment management agreements with its clients to
terms contained in investment management agreements contracted between the Adviser’s affiliates
and their clients. The Advisers have sole discretion over whether or not to grant any MFN clause in all
circumstances. Individual investors in certain unregistered Funds will, from time to time, seek to
negotiate similar MFN provisions as a condition of their investment.

At the sole discretion of the Advisers, certain directors, officers, employees or strategic business
associates of the Advisers, the Advisers’ affiliates or their respective clients will have their investment
management fees, performance-based fees and/or special allocations waived or reduced in
connection with their investment into Accounts.

SEPARATE ACCOUNTS AND FEE SCHEDULES
The Advisers’ standard fees for Separate Account clients are normally calculated as a percentage of
the value of assets under management, and are typically calculated monthly or quarterly, or as

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otherwise agreed with each client. The brochure for each Adviser lists the Adviser’s standard fee
schedule for its Separate Account clients, if any. In some cases, fees will be negotiated.

U.S. REGISTERED FUNDS
With respect to an Adviser’s management of U.S. Registered Funds, investors should consult the
applicable U.S. Registered Fund’s offering documents and/or shareholder reports for specific fee
information on those products. The compensation paid by a U.S. Registered Fund is described in its
prospectus, statement of additional information, and/or shareholder reports. Under their investment
management agreements, the funds typically pay their advisers a monthly fee in arrears (i.e., after the
services are rendered) based upon a percentage of the fund’s average daily net assets. Annual fee
rates under the various agreements are often reduced as net assets exceed various threshold levels.
Annual rates also vary by investment objective and type of services provided. Investment
management agreements generally permit Advisers to provide investment management services to
more than one Fund and to other clients as long as the Advisers’ ability to render services to each of
the Funds is not impaired, and so long as purchases and sales of portfolio securities for various
advised Funds are made on an equitable basis.

PRIVATE FUNDS
Each Private Fund’s private placement memorandum (“PPM”), and/or other offering or governing
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Item 7           Types of Clients
The Advisers currently provide investment advisory and portfolio management services under
investment management agreements to clients in jurisdictions worldwide, which include registered
open-end and closed-end funds and unregistered funds, as well as Separate Accounts. In addition,
certain Advisers’ assets under management include assets in funds that are sold outside of the
United States, including those that are similar to U.S. Registered Funds (“Non-U.S. Registered
Funds”) and those that are similar to U.S. Private Funds. Certain Advisers also provide sub-
advisory services to Sub-Advised Accounts sponsored by other companies, which may be sold to
the public under the brand names of those other companies or on a co-branded basis, and
advisory or sub-advisory services to clients, other investment advisers and program sponsors in
connection with SMA Programs as described above. Additionally, at least one Adviser provides
model investment portfolios to certain unaffiliated investment advisers and other financial
institutions for use in connection with advisory service programs they provide to their clients, as
well as advisory services through digital programs using proprietary investment algorithms. For
information about the types of clients of a particular Adviser, please see that Adviser’s brochure,
including below for FAS.
An Adviser, if applicable, will consider each prospective Separate Account or Sub-Advised Account
client on an individual basis. An Adviser generally will accept management of a new Separate
Account only if a minimum amount of assets is invested unless special circumstances are present.
See an Adviser’s brochure for more details. An Adviser generally will accept management of a new
Sub-Advised Account only if a minimum of $250 million in assets is invested by the end of the Sub-
Advised Account’s third year under management with the Adviser unless special circumstances are
present. Special circumstances for Separate Account and Sub-Advised Account clients include the
existence of a related account already managed by the Advisers or an affiliate. Minimum investment
requirements for investing in U.S. Registered Funds, Private Funds and other pooled investment
vehicles managed by the Advisers are generally set forth in the prospectus, PPM or other offering
documents of such client. In some cases, Account minimums are negotiated or waived at the
applicable Adviser’s discretion.

U.S. REGISTERED FUNDS
Franklin Templeton’s proprietary retail open-end and closed-end investment companies are
registered under the 1940 Act and their securities are registered under the Securities Act of 1933
(“Securities Act”) and are offered under one of the Franklin Templeton brand names. These funds
consist of various open-end investment companies serving the institutional and retail market,
including variable insurance funds and smart beta, passive and actively managed ETFs.
Additionally, certain Advisers provide investment management and related services to a number
of closed-end investment companies and/or a number of money market funds whose shares are
traded on various major U.S. stock exchanges. Funds managed by separate Advisers will, from
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time to time, have a common board of directors/board of trustees. Some Advisers also provide
sub-advisory services to products regulated under the 1940 Act that are sponsored by third parties.

INSTITUTIONAL SEPARATE ACCOUNTS
Advisers with institutional Separate Account clients generally provide investment management
services to these clients in accordance with the investment objectives, strategies, guidelines and
restrictions that are agreed to between the client and the Adviser in the investment management
agreement or other similar agreement, which may be amended from time to time when mutually
agreed to in writing.

The Advisers provide a broad array of investment management services to their institutional clients,
which include, from time to time, corporations and other business entities, charitable foundations,
endowment funds, insurance companies, state or municipal entities, sovereign wealth funds and
foreign government and private institutions, and government and corporate defined contribution
and pension plans.

PRIVATE FUNDS
As a general matter, each Private Fund is managed in accordance with its investment objective,
strategy, guidelines and restrictions, as described within the Private Fund’s PPM. A Private Fund is
not tailored to the individualized needs of any particular Private Fund Investor, except in limited
cases where the Private Fund is established for the benefit of a single Private Fund Investor. In
addition, an investment in a Private Fund does not, in and of itself, create an advisory relationship
between the Private Fund Investor and an Adviser. Therefore, Private Fund Investors must consider
whether a Private Fund meets their investment objectives and risk tolerance prior to making an
investment in that Private Fund. Information about each Private Fund can be found in its PPM or
other offering documents, which are available to current and prospective Private Fund Investors
only through a broker-dealer affiliated with the Advisers or another authorized intermediary. In
addition, certain non-U.S. affiliates of the Advisers may act as placement agents with respect to the
distribution of certain Private Funds to Private Fund Investors outside the United States. While this
brochure may be provided to, and include information relevant to, Private Fund Investors, it is
designed solely to provide information about the Advisers and should not be construed as an offer
or solicitation for interests in any Private Fund.
U.S.-domiciled Private Funds advised by an Adviser are often organized as limited partnerships
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