In connection with its deliberations, the Board took into account information prepared by the Adviser and Franklin Mutual, including memoranda and other materials addressing the factors set out above, which were provided to the Trustees prior to the meeting. The information provided to the Trustees described, among other things, Franklin Mutuals services, as well as Franklin Mutuals investment personnel, sub-advisory fee, performance information, and other matters. The Board also took into account information provided to the Trustees at prior Board meetings. The Board also considered that, in connection with the Boards approval of the New Franklin Mutual Agreement, the Board had requested and Franklin Mutual had provided updates to the information it had provided in connection with the September 2018 Meeting. During the meeting, the Trustees met with senior representatives of the Adviser to discuss the New Franklin Mutual Agreement and the information provided. The Independent Trustees also met in executive session during the meeting to discuss the New Franklin Mutual Agreement and the information provided. The Independent Trustees were assisted by independent legal counsel prior to and during the meeting and during their deliberations regarding the New Franklin Mutual Agreement and also received from counsel materials addressing, among other things, the legal standards applicable to their consideration of the New Franklin Mutual Agreement. In approving the New Franklin Mutual Agreement with respect to the Portfolio, each Trustee, including the Independent Trustees, on the basis of their business judgment after review of the information provided, determined that the sub-advisory fee was fair and reasonable and that the approval of the New Franklin Mutual Agreement was in the best interests of the Portfolio and its investors. Although the Board gave attention to all information provided, the following discusses some of the primary factors that the Board deemed relevant to its decision to approve the New Franklin Mutual Agreement.