Common use of Performance Dispersion Clause in Contracts

Performance Dispersion. Investment Adviser, acting both on behalf of the Trust and the Fund and on its own behalf, and the Fund understand, consent and agree 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 Subadviser or its affiliates serves as investment adviser (“Franklin Txxxxxxxx Fund”), including any Franklin Txxxxxxxx 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 Fund (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. The Investment Adviser and the Fund further understand, consent and agree that any similarity of investment goals and strategies between the Fund and any Franklin Txxxxxxxx Fund is subject to, among other things, the discretion and decisions of the Board of Trustees of the respective funds.

Performance Dispersion. Investment Adviser, acting both on behalf of the Trust and the Fund and on its own behalf, and the Fund understand, consent and agree 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 Subadviser or its affiliates serves as investment adviser (“Franklin Txxxxxxxx Xxxxxxxxx Fund”), including any Franklin Txxxxxxxx Xxxxxxxxx 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 Fund (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. The Investment Adviser and the Fund further understand, consent and agree that any similarity of investment goals and strategies between the Fund and any Franklin Txxxxxxxx Xxxxxxxxx Fund is subject to, among other things, the discretion and decisions of the Board of Trustees of the respective funds.