Common use of Performance Differences Clause in Contracts

Performance Differences. Adviser understands, consents and agrees that performance of the Fund will not be the same as, and may differ significantly from, the performance of any mutual fund for which the Sub-Adviser or its affiliates serves as investment adviser (“Franklin ▇▇▇▇▇▇▇▇▇ Fund”), including any Franklin ▇▇▇▇▇▇▇▇▇ Fund that may have investment goals and strategies that are similar to that of the Fund, based on, but not limited to, the following factors: (i) differences in: inception dates, cash flows, asset allocation, security selection, liquidity, income distribution or income retention, fees, fair value pricing procedures, and diversification methodology; (ii) use of different foreign exchange rates and different pricing vendors; (iii) ability to access certain markets due to country registration requirements; (iv) legal restrictions or custodial issues, (v) legacy holdings in the fund; (vi) availability of applicable trading agreements such as ISDAs, futures agreements or other trading documentation, (vii) restrictions placed on the account (including country, industry or environmental and social governance restrictions); and (viii) other operational issues that impact the ability of a fund to trade in certain instruments or markets. Adviser further understands, consents and agrees that any similarity of investment goals and strategies between the Fund and any Franklin ▇▇▇▇▇▇▇▇▇ Fund is subject to, among other things, the discretion and decisions of the Board of Trustees of the respective funds.

Performance Differences. Adviser understands, consents and agrees that performance of the any Fund will not be the same as, and may differ significantly from, the performance of any mutual fund for which the Sub-Adviser or its affiliates serves as investment adviser (“"Franklin ▇▇▇▇▇Templeton Fund"), inclu▇▇▇▇ Fund”), including any Franklin ▇▇▇▇▇▇ Franklin Templeton Fund that may ▇▇▇▇ Fund that may have investment goals and strategies that are substantially similar to that of the a Fund, based on, but not limited to, the following factors: (i) differences in: inception dates, cash flows, asset allocation, security selection, liquidity, income distribution or income retention, fees, fair value pricing procedures, and diversification methodology; (ii) use of different foreign exchange rates and different pricing vendors; (iii) ability to access certain markets due to country registration requirements; (iv) legal restrictions or custodial issues, (v) legacy holdings in the fund; (vi) availability of applicable trading agreements such as ISDAs, futures agreements or other trading documentation, (vii) restrictions placed on the account (including country, industry or environmental and social governance restrictions); and (viii) other operational issues that impact the ability of a fund to trade in certain instruments or markets. Adviser further understands, consents and agrees that any similarity of investment goals and strategies between the a Fund and any Franklin Templeton Fund is subjec▇ ▇▇, ▇▇▇▇▇▇▇ Fund is subject to, among mong other things, the discretion and decisions of the Board of Trustees of the respective funds.