Franklin Mutual Advisers 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. Please refer to Item 6 (“Performance-Based Fees and Side-by-Side
Management”) for additional discussion of performance-based fees and allocations.

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

FMA’s standard fee schedules for Separate Account clients are set out below (normally calculated
as a percentage of the value of assets under management, and typically calculated monthly or
quarterly, or as agreed with each client). In some cases, fees will be negotiated or will be outside
of the range provided below, including performance fees.
 Types of Mandates                                 Standard Investment Advisory Fee
             Mutual Global Discovery                               40 bps to 65 bps
                 Small Cap Value                                   55 bps to 90 bps
  Franklin Mutual Beacon (Concentrated Global                      40 bps to 65 bps
                     Value)
       Franklin Mutual International Value                         40 bps to 65 bps

            Franklin Mutual European                                40bps to 62bps

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
document describes the applicable fees and expenses. Fees paid by Private Funds (and
therefore indirectly by Private Fund investors (“Private Fund Investors”) will, from time to time,
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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 in FMA’s SMA Program Brochure, which is available
upon request. Additionally, at least one Adviser provides model investment portfolios to certain
unaffiliated investment advisers and other financial institutions for use in connection with advisory
service programs they provide to their clients, as well as advisory services through digital
programs using proprietary investment algorithms. For information about the types of clients of a

particular Adviser, please see that Adviser’s brochure, including below for FMA.

An Adviser, if applicable, will consider each prospective Separate Account or Sub-Advised Account
client on an individual basis. An Adviser generally will accept management of a new Separate
Account only if a minimum amount of assets is invested unless special circumstances are present.
See an Adviser’s brochure for more details, including below for FMA. 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
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
under the laws of jurisdictions within the United States (collectively, the “U.S. Private Funds”) and
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