Common use of Prime Contract Clause in Contracts

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s 's obligations under each investment management and investment advisory agreement (“IM "Agreement”") between the Investment Manager and each Trust Investment Company listed on Exhibit A hereto A, (the “Trust”), "Investment Company") for itself or on behalf of each of its series listed on Exhibit A (each, a “"Fund”"). This Subcontract is subject to the terms of each Agreement, which is incorporated herein by reference.

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust Investment Company listed on Exhibit A hereto A, (the “TrustInvestment Company”), ) for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”). This Subcontract is subject to the terms of each Agreement, which is incorporated herein by reference.

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Xxxxxxxxx ETF Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its the series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust investment company listed on Exhibit A hereto (the “Trust”)hereto, for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Fund Allocator Series (the “Trust”), for itself or on behalf of each of its the series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Alternative Strategies Funds (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin K2 Alternative Strategies Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Global Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Large Cap Equity Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, FRANKLIN ALLOCATION VIP FUND (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust the Investment Company listed on Exhibit A hereto A, (the “TrustInvestment Company”), ) for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”). This Subcontract is subject to the terms of each Agreement, which is incorporated herein by reference.

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Custodian Funds (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Focused Growth Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Fund Allocator Series (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin LifeSmart 2055 Retirement Target Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Xxxxxxxxx Funds (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Xxxxxxxxx International Climate Change Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Txxxxxxxx Variable Insurance Products Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Global Real Estate VIP Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Alternative Strategies Funds (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin K2 Long Short Credit Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Xxxxxxxxx ETF Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A Franklin Liberty U.S. Core Bond ETF (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Txxxxxxxx China World Fund (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto FRANKLIN TXXXXXXXX INTERNATIONAL TRUST (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (eachseries, a TXXXXXXXX FOREIGN SMALLER COMPANIES FUND ( the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto FRANKLIN REAL ESTATE SECURITIES TRUST (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (eachseries, a FRANKLIN REAL ESTATE SECURITIES FUND ( the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Txxxxxxxx Fund Allocator Series (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Txxxxxxxx Multi-Asset Real Return Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust investment company listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Investors Securities Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Adjustable U.S. Government Securities Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin ETF Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Xxxxxxxx Xxxxx Duration U.S. Government ETF (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Strategic Series (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Global Government Bond Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Xxxxxxxxx Global Smaller Companies Fund (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Strategic Series (the “Trust”), for itself or on behalf of each of its the series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto [__________] (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a [__________] “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto FRANKLIN TXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, FRANKLIN RISING DIVIDENDS VIP FUND (each, a “Fundthe“Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Xxxxxxxxx ETF Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its the series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Txxxxxxxx Variable Insurance Products Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Txxxxxxxx Foreign VIP Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Xxxxxxxxx ETF Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Liberty Systematic Style Premia ETF (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto FRANKLIN TXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (eachseries, a TXXXXXXXX GROWTH VIP FUND ( the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Xxxxxxxxx Limited Duration Income Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Templeton Global Investment Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its the series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Xxxxxxxxx Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A Franklin OnChain U.S. Government Money Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Txxxxxxxx Variable Insurance Products Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Global Real Estate Securities Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Txxxxxxxx Variable Insurance Products Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Strategic Income Securities Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust CFC listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”)hereto.

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Txxxxxxxx Global Smaller Companies Fund (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Alternative Strategies Funds (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Pelagos Commodities Strategy Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto FRANKLIN TXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (eachseries, a TXXXXXXXX GROWTH SECURITIES FUND ( the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Txxxxxxxx Variable Insurance Products Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Txxxxxxxx Developing Markets VIP Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s 's obligations under each investment management and investment advisory agreement (“IM "Agreement”") between the Investment Manager and each Trust Investment Company listed on Exhibit A hereto A, (the “Trust”), for itself or on behalf of "Investment Company") with respect to each of its series Fund listed on Exhibit A (each"Fund"). This Subcontract is subject to the terms of each Agreement, a “Fund”)which is incorporated herein by reference.

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin ETF Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Fxxxxxxx Xxxxx Duration Government ETF (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Managed Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A Franklin Rising Dividends Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto FRANKLIN TXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, FRANKLIN RISING DIVIDENDS SECURITIES FUND (each, a “Fundthe“Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Txxxxxxxx Variable Insurance Products Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Large Cap Value Securities Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Strategic Series (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A Franklin Flexible Alpha Bond Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Xxxxxxxxx ETF Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A Franklin Liberty Core U.S. Bond ETF (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Txxxxxxxx Variable Insurance Products Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Strategic Income VIP Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Global Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Txxxxxxxx Emerging Market Debt Opportunities Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, FRANKLIN RISING DIVIDENDS VIP FUND (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Fund Allocator Series (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin LifeSmart™ 2060 Retirement Target Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Franklin Txxxxxxxx Variable Insurance Products Trust listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin Small Cap Value VIP Fund (each, a the “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust investment company listed on Exhibit A hereto (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Fund Allocator Series (the “Trust”), for itself or on behalf of each of its the series listed on Exhibit A (each, a “Fund”).

Prime Contract. This Subcontract is made in order to assist the Investment Manager in fulfilling certain of the Investment Manager’s obligations under each the investment management and investment advisory agreement (“IM Agreement”) between the Investment Manager and each Trust listed on Exhibit A hereto Franklin Alternative Strategies Funds (the “Trust”), for itself or on behalf of each of its series listed on Exhibit A series, Franklin K2 Global Macro Opportunities Fund (each, a the “Fund”).