INTRODUCTION TO FRANKLIN TEMPLETON
The Advisers are wholly-owned subsidiaries (whether directly or indirectly) of Franklin Resources, a
holding company with subsidiaries that operate under the Franklin Templeton® and/or subsidiary
brand names. Franklin Resources is a global investment management organization, and the various
distinct brand names it offers investment services and products under include, but are not limited to,
Alcentra®, Benefit Street Partners®, Brandywine Global Investment Management®, Clarion
Partners®, ClearBridge Investments®, Fiduciary Trust International™, Franklin®, Franklin Bissett®,
Franklin Mutual Series®, K2®, Legg Mason®, Lexington Partners®, Martin Currie®, O’Shaughnessy®
Asset Management, Royce® Investment Partners, Templeton®, and Western Asset Management
Company®. Franklin Resources, through current and predecessor subsidiaries, has been engaged in
the investment management and related services business for over 75 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.
INTRODUCTION TO K2/D&S
K2/D&S is a Delaware limited liability company formed on May 22, 1997 and is based in Stamford,
Connecticut. K2/D&S is a wholly-owned subsidiary of K2 Advisors Holdings, LLC, which is a wholly-
owned subsidiary of Franklin Templeton Institutional, LLC, which is a wholly-owned subsidiary of
Franklin Resources. K2/D&S’s advisory business was launched in 1994 by the predecessor firm to
K2/D&S’s affiliate, K2 Advisors, L.L.C. (“K2 Advisors”).
ADVISORY SERVICES OF THE ADVISERS
The Advisers collectively provide investment advisory and portfolio management services under
investment management agreements with clients in jurisdictions worldwide, which include registered
open-end and closed-end funds and unregistered funds (collectively, “Funds”), as well as separate
accounts (“Separate Accounts”), which typically include Separate Accounts for institutional and high
net-worth clients. In the United States, the Advisers provide advice to investment companies registered
with the SEC pursuant to the Investment Company Act of 1940 (the “1940 Act”), including exchange-
traded funds (“ETFs”) (“U.S. Registered Funds”), pooled investment vehicles with U.S. resident
investors that are exempt from registration under the 1940 Act (“Private Funds”), and Separate
Accounts. In addition, certain Advisers’ assets under management include assets in funds or accounts
that are sold outside of the United States. Certain Advisers manage, advise or sub-advise investment
products sponsored by other companies (“Sub-Advised Accounts”), which may be sold to investors
under the brand names of those other companies or on a co-branded basis. Please see Item 7 (“Types
of Clients”) for greater detail. For information about the types of clients of a particular Adviser, please
see that Adviser’s brochure.
The Advisers provide investment management services under agreements with each of their Fund,
Sub-Advised Account, Separate Account and other types of clients discussed herein (collectively,
“Accounts”), as applicable. Investment management services include services to managed
accounts with full investment discretion, and to advisory accounts with no investment discretion.
Typically, Accounts are managed on a fully discretionary basis. Certain Accounts managed by the
Advisers invest in funds and accounts managed by affiliated or unaffiliated investment advisers.
With respect to Accounts for which an Adviser has been appointed to provide discretionary
investment management services, the Adviser will determine which securities the Accounts will
purchase, hold or sell. In the context of a Fund, the Advisers will do this under the supervision and
oversight of a board of directors, general partner, trustee or an equivalent body, person or entity, as
applicable. In addition, the Advisers typically take various steps to implement such decisions,
including arranging for the selection of broker-dealers and the execution and settlement of trades in
accordance with applicable criteria set forth in the investment management agreement for each
Account, internal policies, commercial practice, and applicable law. With respect to any Account for
which an Adviser has been appointed to provide non-discretionary investment management
services, the Adviser will make recommendations as to which securities the Accounts should
purchase, hold or sell. In such cases, the Adviser may or may not perform trading activities for an
Account depending on the authority provided by the client. When providing investment
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management services, each Adviser will perform or obtain research as it deems necessary or as
agreed with the client.
with the investment objectives, guidelines and restrictions which form part of the investment
management agreement or other similar agreement negotiated with the client or as otherwise
developed in consultation with the client. Such Advisers consider each prospective Separate
Account client on an individual basis. Advisers will provide investment advice to Fund clients in
accordance with the investment objectives, guidelines and restrictions as described in the
prospectus, offering memorandum or other offering documents as well as applicable law. The
investment objectives, guidelines and restrictions for Funds will not be tailored to the needs of any
particular investor in such Funds. Please see Item 7 (“Types of Clients”) for more information.
Please see Item 16 (“Investment Discretion”) for details of the circumstances in which clients can
place limitations on the Advisers’ discretionary authority.
Potential or actual conflicts of interest will, from time to time, arise in allocating investment
opportunities among the Advisers’ Accounts. Conflicts of interest in relation to such allocation
determinations are further discussed in Item 6 (“Performance-Based Fees and Side-By-Side
Management”), Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading”) and Item 12 (“Brokerage Practices”).
SMA Programs
Certain Advisers act as adviser or sub-adviser with respect to certain clients and program sponsors
(“Sponsors”) in connection with third-party investment adviser, broker-dealer and other financial
services firm separately managed accounts (“SMAs”), unified managed accounts (“UMAs”) or
other wrap fee programs (collectively, “SMA Programs”), which is discussed more fully in the
brochure of the Advisers providing such services.
Model Delivery Programs
One or more Advisers provide model investment portfolios to unaffiliated or affiliated investment
advisers and other financial institutions for use in connection with their advisory programs to their
clients, which is discussed more fully in the brochure of the Advisers providing these services.
Digital Advisory Programs
One or more Advisers provide advisory or sub-advisory services through digital investment advisory
programs (the “Digital Programs”), which use a proprietary investment algorithm to recommend a
portfolio for the client, or the client of a Digital Program Sponsor (as defined below), or recommend
portfolio composition at the asset class level, based on information provided by or on behalf of such
investor. These programs are offered directly by an Adviser, or they can be integrated with
electronic platforms of affiliated and unaffiliated investment advisers and other financial institutions
(the “Digital Program Sponsors”), or provided via web-interface, for use in connection with Digital
Program Sponsors’ sponsored advisory service programs that they provide to their clients. In
certain deployments of the Digital Programs, such as arrangements where the Adviser is engaged
to provide non-discretionary advisory services to a Digital Program Sponsor, the program sponsor’s
clients are not clients of the Adviser. In other deployments, such as where the Adviser is engaged
as a discretionary adviser or sub-adviser by a Digital Program Sponsor, the client participating in
the program is a client of both the Digital Program Sponsor and the Adviser. In cases where the
Advisers are recommending a portfolio developed by Franklin Templeton Investment Solutions
(“FTIS”), the Digital Programs select for the investor or recommend to
the Digital Program Sponsor,
as applicable, a portfolio of collective investment trusts and/or U.S. Registered Funds out of several
prospective portfolios after considering the investor’s risk profile, investment time horizon, initial
investment amount and goal target amount, desired priority for the goal, a precalculated level of
acceptable loss of the initial investment at goal tenure date (which is aligned to the desired priority
of the goal), and expected future investment contributions and withdrawals. More information
regarding these digital advisory programs is discussed in the brochure of the Advisers providing
such services, including FAV below.
ADVISORY SERVICES OF K2/D&S
K2/D&S provides investment management advice and supervisory services to privately offered
limited partnerships, limited liability companies, offshore corporations and other entities or accounts
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(“Fund of Funds”) typically organized to invest in a diversified group of other privately offered
investment entities (“hedge funds”) that are managed by unaffiliated or, in certain instances,
affiliated investment managers (the “Underlying Managers”). The Fund of Funds may invest in (i)
concentrated portfolios of hedge funds that pursue similar strategies, (ii) a particular hedge fund
managed by an Underlying Manager, (iii) managed accounts managed by Underlying Managers,
(iv) alternative trading platforms, including Underlying Managers accessed through derivatives with
returns linked to the Underlying Managers’ strategies, or (v) funds on one or more platforms
(“Platform Funds”) that are managed by K2/D&S and sub-advised by an Underlying Manager. All
such hedge funds, managed accounts and Platform Funds are referred to herein as “Investment
Funds”. The Fund of Funds also may invest in other Private Funds or Registered Funds advised
by K2/D&S or affiliates of K2/D&S. K2 Advisors, an affiliate of K2/D&S, serves as general partner
or managing member to certain of K2/D&S’s clients and, in such cases, has delegated a substantial
part of its management activities with respect to such clients to K2/D&S.
K2/D&S also may advise certain other Private Funds or Accounts that invest directly in securities
or other financial instruments including, but not limited to, futures, options, ETFs, debt and/or equity
securities in the following strategies: beta replication (hedge fund replication), alpha replication, risk
premia and/or risk mitigation strategies (such as conditional risk overlay, also referred to as the
“CRO Component”) and a catastrophe bond strategy.
K2/D&S is also the investment manager to U.S. Registered Funds. Each Registered Fund is a
multi-manager fund that allocates its assets among multiple affiliated or unaffiliated sub-advisors
(each, a “Sub-Advisor”). Additionally, K2/D&S is also investment manager to certain sub-funds of
several Societe d’Investissement a Capital Variable, governed by the laws of the Grand Duchy of
Luxembourg and the law of December 17, 2010 concerning collective investment undertakings
(“UCITS Funds”) for which Franklin Templeton International Services S.A R.L., an affiliate of
K2/D&S, acts as management company. UCITS Funds are generally structured as either multi-
manager funds that allocate their respective assets among multiple Sub-Advisors or as single-
manager funds, where K2/D&S serves as investment manager and investment advisory services
are delegated by K2/D&S to a Sub-Adviser.
In addition to commingled vehicles with multiple investors, K2/D&S advises single-investor vehicles
or accounts in which the single investor (or group of related investors) may help to define operating
guidelines, investment objectives, investment guidelines and/or any investment limitations that
K2/D&S has individually agreed to as a condition of managing that vehicle or account (“Single
Investor Funds”). K2/D&S may also provide discretionary or non-discretionary advisory services
to Sub-Advised Accounts, including the U.S. Registered Funds. In such a case, K2/D&S’s client
may either be the Sub-Advised Account itself or the manager of such Sub-Advised Account, which
manager may be affiliated or unaffiliated with K2/D&S, depending upon the structure of the sub-
advisory relationship. For the avoidance of doubt, the Sub-Advised Accounts, the Single Investor
Funds, the Fund of Funds, the Private Funds, the Platform Funds, the U.S. Registered Funds and
the UCITS Funds are each Accounts of K2/D&S for purposes of this brochure.
K2/D&S advises Platform Funds that are private funds, the investments of which are managed on
a discretionary basis (directly or indirectly, as described below) by Sub-Advisors. Each Platform
Fund on the platform consists of a “master–feeder” fund structure where one or more feeder funds
invests all or substantially all of its assets into a master fund, which, in turn, invests such assets,
as well as any subscription proceeds from direct investors in the master fund (if any), in accordance
with the applicable investment objective, strategy and guidelines. On occasion, a Platform Fund
may be “seeded” (e.g., initially invested in) by an affiliate of a Sub-Advisor. In addition, a platform
service provider may provide certain operational, risk-monitoring and other services to each
Platform Fund.
Generally, the investment objectives, guidelines and restrictions for Accounts will not be tailored to
the needs of any particular investor in such Accounts; however, in the case of Single Investor
Funds, the needs and input of the single investor (or group of related investors) may be used to
tailor the investment objective, guidelines and restrictions governing that Single Investor Fund’s
investment activities and operations.
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SERVICES OF AFFILIATES
Franklin Templeton operates its investment management business through the Advisers, as well as
through multiple affiliates of the Advisers, some of which are investment advisers registered with the
SEC, some of which are registered with non-U.S. regulatory authorities, and some of which are
registered with multiple regulatory authorities. An Adviser uses the services of appropriate personnel
of one or more of its affiliates for investment advice, portfolio execution and trading, and/or client
servicing in their local or regional markets or in their areas of special expertise, except to the extent
restricted by the client under its investment management agreement, or if inconsistent with applicable
law. Arrangements among affiliates take a variety of forms, including delegation arrangements, formal
sub-advisory arrangements, and servicing agreements. In these circumstances, the client with whom
an Adviser has executed the investment management agreement will typically require that the Adviser
remain fully responsible for the Account from a legal and contractual perspective. No additional fees
are charged for the affiliates’ services except as disclosed in the investment management agreement.
Please see Item 10 (“Other Financial Industry Activities and Affiliations”) for more details.
ASSETS UNDER MANAGEMENT
The Advisers provide management services or continuous and regular supervisory services for the
Accounts that they manage. As part of these overall services, the Advisers will typically provide
one or more of the following: (i) management services as an adviser to an Account, (ii) management
services as a sub-adviser to an affiliated or unaffiliated adviser managing or supervising an
Account, (iii) continuous and regular supervisory services for an Account where management
services have been delegated by an Adviser to an affiliated adviser, (iv) management services as
a co-manager to an Account for which an affiliated adviser also provides management services or
(v) non-discretionary management services, which for certain Advisers include a UMA or similar
program (the brochures for such Advisers provide more detail about the applicable Adviser’s
involvement in UMA or similar programs).
K2/D&S’S ASSETS UNDER MANAGEMENT
As of September 30, 2023, K2/D&S managed the following amounts on a discretionary and non-
discretionary basis:
U.S. Dollar Amount
Discretionary $ 9,521,833,367
Non-Discretionary $ 0
Total $ 9,521,833,367
Assets under management described in this item may include assets that an affiliated adviser is
also reporting on its Form ADV.