Agreement

These Terms were last amended as of: April 18, 2018.

This Terms of Use Agreement is a binding contract between you and Templeton Global Advisors Distributors, Ltd. (“TGAL”). It governs your use of this website and all products, services, content, tools and information available in this website. By using or accessing this website, you accept and agree to be bound by these Terms of Use. If you do not agree with the terms and conditions of the Terms of Use Agreement, you are not granted permission to access or otherwise use this website.

On this page:

Acceptance of the Terms of Use and any Amendments

This Terms of Use Agreement (the “Terms of Use”) states the terms and conditions under which you may use the website located at www.templetonoffshore.com and all products, services, content, tools, and information available through the website (referred to collectively as the “Site” or the “Site Content”). Please read the Terms of Use carefully. By accessing, browsing and/or using this Site, you acknowledge that you have read, understood and agree to be legally bound by the Terms of Use.

These Terms of Use are in addition to any other agreements between you and us, including any customer or account agreements, and any other agreements that govern your use of Franklin Templeton’s or any third party’s (companies not affiliated with us) products, services, content, tools, and information available on this Site. Your use of this Site is governed by the version of the Terms of Use in effect on the date this Site is accessed by you. We reserve the right to change the Site and the Terms of Use at any time, without notice. The date of any amendment will be shown in the Table of Contents. If you use the Site after the amended Terms of Use have been posted, you will be deemed to have agreed to the Terms of Use, as amended.

Site Sponsor

This Site is provided as a service, and for informational purposes only, by Templeton Global Advisors Distributors, Ltd. (“TGAL”) and/or certain affiliates that are part of the Franklin Templeton Investments corporate group of companies (collectively, “Franklin Templeton” or “Franklin Templeton Investments” or “we” or “us”) — it is not provided by the Franklin Templeton funds (“Fund(s)”).

Franklin Resources, Inc. [NYSE: BEN] is a global investment organization operating as Franklin Templeton Investments. Through various Franklin Templeton entities, Franklin Templeton Investments provides global and U.S. investment, shareholder and distribution services to the Franklin, Templeton and Franklin Mutual Series Funds and institutional accounts, as well as separate account management services.

Information for Certain Authorized Qualified Dealers, Professional Advisors, and Investors

This Site is intended for certain qualified sub distributors who have clients that reside outside the United States and have investments in Franklin Templeton products and investors in Franklin Templeton products that reside outside the United States and certain qualified Professional Advisors. This website is not intended for investors who reside in the United States. If you are a U.S. investor, please visit our other website www.franklintempleton.com for assistance with products and services legally available in the United States.

Nothing on this Site shall be considered a solicitation to buy or an offer to sell a security, or any other product or service, to any person in any jurisdiction where such solicitation, offer, purchase or sale would be unlawful under the laws of that jurisdiction. IF YOU ARE IN ANY DOUBT about any of the selling restrictions, please consult your stock broker, lawyer, accountant, bank manager or other professional adviser.

Authorized Use, Users and Online Account Access

Personal use. This Site is intended only for your personal, non-commercial use, unless you and we have agreed otherwise in writing.

This Site is intended for certain dealers who have clients that have investments in Franklin Templeton products and that reside outside the United States, along with investors in Franklin Templeton products that reside outside the United States. If you choose to access this Site from locations in the United States, you do so at your own initiative and risk, and are responsible for compliance with all applicable laws.

Your online account access. If you maintain an account that you access through this Site, you are solely responsible for maintaining the confidentiality of your account and password (or Personal Identification Number or PIN) and for restricting access to your computer. You agree to accept responsibility for all activities occurring under your account or password that are due to your conduct, inaction, or negligence. Notify us immediately if you become aware of any disclosure, loss, theft or unauthorized use of your password.

No solicitations. Nothing on this Site shall be considered a solicitation to buy or an offer to sell, or a recommendation for, a security, or any other product or service, to any person in any jurisdiction where such solicitation, offer, recommendation, purchase or sale would be unlawful under the laws of that jurisdiction.

No investment recommendations or professional advice; use of tools. This Site is not intended to provide any tax, legal, insurance or investment advice, and nothing on the Site should be construed as a recommendation, by us or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. While certain tools available on the Site may provide general investment or financial analyses based upon your personalized input, such results are not to be construed as our providing investment recommendations or advice. Unless otherwise specified, you alone are solely responsible for determining whether any investment, security or strategy or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult an attorney or tax professional regarding your specific legal or tax situation.

Prohibited Uses and Means of Access

Prohibited Uses. Because all servers have limited capacity and are used by many people, you may not use the Site in any manner that could damage or overburden any Franklin Templeton server, or any network connected to any Franklin Templeton server. You may not use the Site in any manner that would interfere with any other party's use of the Site.

Means of Access. The Site is generally intended to be viewed by a conventional web browser with a screen resolution of 640 by 480 pixels or greater, such as Safari Apple or Microsoft Internet Explorer® 6.0. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data. You should not access the Site through devices or services that are designed to provide high-speed, automated, repeated access, unless such devices are approved by us.

Password protected areas. Access to and use of password-protected and/or secure areas of the Site are restricted to authorized users only. You may not obtain or attempt to obtain unauthorized access to such parts of our Site, or to any other protected materials or information, through any means not intentionally made available by us for your specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

Fund Prospectus Offer, Performance, and Investment Risks

Prospectus Offer. For more information on any of our funds offered, please contact your registered representative (financial advisor) and obtain a prospectus or download a prospectus, which contains important information about a fund’s investment goals, sales charges, expenses and risk considerations. You must read the prospectus carefully before you invest or send money.

Fund Performance. Investment return and principal value for the Funds will fluctuate with market conditions, and you may have a gain or loss when you sell your shares. The value of the shares in the Funds and the income accruing to the shares, if any, may fall or rise. Past performance does not guarantee future results. Investment funds and any other investment products are not deposits or obligations of, or guaranteed by, any financial institution, and are subject to risks, including possible loss of the principal amount invested.

Investment Risks. All of the funds are subject to certain risks. Generally, investments offering potential for higher returns are accompanied by a higher degree of risk. Stocks and other equities representing an ownership interest in a corporation have historically outperformed other asset classes over the long term but tend to fluctuate more dramatically over the shorter term. Bonds, and other debt obligations, are affected by the creditworthiness of their issuers and changes in interest rates, with prices often declining as interest rates increase. High yield, lower rated (“junk”) bonds generally have greater price swings and higher default risks. Foreign investing, especially in developing countries, has additional risks such as currency, market volatility, and political and social instability. These risks, and other risks that particular funds may be subject to, such as specialized industry sectors or use of complex securities, are discussed in each fund's prospectus.

Privacy, Personal Information Transmission, Unsolicited Communications and Usage Monitoring

Privacy policy. For individual investors of our Funds, please see our Privacy Policy for a summary of the non-public personal information that we may collect and maintain about current or former investors; our policy regarding the use of that information; and the measures we take to safeguard the information.

Personal Information Transmission. Your use of the Site may involve the transmission of information, including personally identifiable data, about you. You consent to the transmission of such information by electronic means through the Internet and represent that such consent shall be effective each time you use the Site.

Unsolicited communications. We welcome your feedback about this Site and may use it to improve the Site. Should you provide unsolicited ideas, or material of any kind (“Communications”) and we use it to develop or market products, services, content, tools or information, you agree that we can do so without compensating you. By providing us with such Communications, you represent to us that you own all rights to it. This means that you hereby grant Franklin Templeton a perpetual, worldwide, royalty-free, irrevocable license to edit, reproduce, disclose, transmit, publish, broadcast, or post your Communications either on the Site or elsewhere with no liability or obligation to you. Franklin Templeton is free to use any ideas, concepts, know-how, or techniques obtained in your unsolicited Communications for any purpose including, but not limited to, developing and marketing products. Unless we state otherwise on the Site or in our Privacy Policy, any Communications that you email or otherwise transmit through the Site can be treated by us as non-confidential and nonproprietary.

Usage monitoring. We reserve the right, but do not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your Communications. By using the Site, you accept our right to access, archive, or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, or for any other reason. You agree that our monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which we monitor your Site usage and enforce, or fail to enforce, these Terms of Use. You further agree that in no event will Franklin Templeton be liable for any damages incurred by you as a result of our usage monitoring.

Copyright, Trademark and other Intellectual Property Rights

You acknowledge that this Site is protected by applicable copyrights, trademarks, trade secrets, patents, proprietary rights and other intellectual property laws, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now or developed in the future. Accordingly, you may not copy, distribute, modify, post or frame-in the Site, including any text, graphics, video, audio, software code, user interface design or logos, except as explicitly authorized below or by us in writing.

Permitted uses. Franklin Templeton grants you a non-exclusive, personal, non-transferable, non-sublicensable, limited and revocable right to access, use and display this Site on any computers or other electronic display device of which you are a user, for your personal and non-commercial use only (the “Permitted Uses”). You agree to use the Site only for lawful purposes, for the Permitted Uses, and not for the Prohibited Uses. No other use of the Site is authorized unless you and we have agreed otherwise in writing.

You may print copies of the Site’s Content, provided that these copies are made only for the Permitted Uses and that you include any notices and any legal information contained in the Site Content, such as all copyright notices, trademark legends, or other proprietary rights notices as well as all legal caveats furnished in the footnotes or under "Important Legal Information" as shown on the screen or through a link. Limited linking to the Site is permitted if done in full compliance with all applicable laws, these Terms of Use, our Linking Policy and our Logo Use Policy.

Prohibited uses. You are prohibited from any use of the Site that would give rise to liability or otherwise violate any applicable laws or regulations or the Terms of Use. You may not publicly perform, publicly display, transmit, publish, participate in the sale or transfer of, modify, or create derivative works based on anything available through the Site, in whole or in part. You shall not store electronically any significant portion of any part of the Site. No reverse engineering, linking, framing, or modification of any part of this Site is allowed without our written approval. Any modification or unauthorized use is a violation of Franklin Templeton’s copyrights and other proprietary rights.

Trademarks and copyrights. Our trademarks are listed in Franklin Templeton Trademarks. Other company product and service names and logos used and displayed on this Site may be trademarks or service marks owned by others. Nothing on this Site should be construed as granting any license or right to use any of the Franklin Templeton Trademarks or other trademarks displayed on this Site without the prior written permission in each instance of Franklin Templeton and/or the owner(s) of such other trademarks. All goodwill generated from the use of the Franklin Templeton Trademarks on any website will inure to our benefit.

The Site also contains text, software, graphics, images, and other material protected by copyrights or other proprietary rights and laws (collectively, the “Proprietary Material”), owned by Franklin Templeton or its licensors. Any use of such Proprietary Material other than as permitted herein is expressly prohibited without the prior permission of Franklin Templeton and/or the relevant rights holder in writing.

Copyright Policy and Claims Procedure. We reserve the right to remove from our Site, any content that is alleged to infringe someone’s copyright. If you reasonably believe that your copyrighted work is accessible on this Site in a way that constitutes copyright infringement, please follow claims procedure.

Franklin Templeton Linking and Logo Use Policies. Use of Franklin Templeton logos or creating hyperlinks to our website is prohibited unless authorized by us in writing. You may, however, create a link to our website that includes our logo as long as you accept and follow our Linking Policy and Logo Use Policy and such link, including logo, is for your personal and non-commercial use (unless we have agreed to other terms in writing).

We are granting a limited, revocable and nonexclusive right to create a hyperlink to this Site under these policies, and we may revise the Linking or the Logo Use Policies, or withdraw these permissions or your permission at any time, without prior notice.

Linking Policy

To be an authorized link, a website that links to this Site

1. May link only to:
   1. the home page of Franklin Templeton’s Offshore regional public site (http://www.templetonoffshore.com )
   2. the security entrance to Franklin Templeton’s Dealer Account Look up System (https://ebusiness.templeton-europe.com/ees/)
2. Must clearly show that the link is to the website of “Franklin Templeton Investments.”
3. May link to, but not replicate, the Franklin Templeton Site, in whole or in part, and the link must maintain the integrity of our layout, “look and feel,” and Site Content.
4. Must not “frame” or create a browser or border environment or advertising around any Franklin Templeton Site Content.
5. Must not misrepresent its relationship with Franklin Templeton (including suggesting that Franklin Templeton is sponsoring, endorsing, or affiliated with it or its products and services).
6. Must not present false information about or disparage, Franklin Templeton, its products or services, or otherwise tarnish or diminish the goodwill in its name.
7. Must not contain content that could be construed as illegal, distasteful, offensive or controversial, and should contain only content that is appropriate for all its authorized users.
8. Must only use the Franklin Templeton logo with written permission or in compliance with these Policies.
9. The following sentences about Franklin Templeton’s Offshore website may be used on your website in connection with the authorized link. If used, it must not be altered in any way:
   
   “Visit www.templetonoffshore.com, Franklin Templeton Investments’ Offshore website.”
10. Must only use the Franklin Templeton logo with written permission or in compliance with these Policies.
11. The link must be a Permitted Use (see Copyright, Trademark and other Intellectual Property Rights) and comply with all applicable laws and our website’s Terms of Use.

Logo Use Policy

A Franklin Templeton logo used by a third party on the Internet in connection with an Authorized Link:

• Must be used solely for the purpose of providing an Authorized Link to the Franklin Templeton site.
• Must be the Franklin Templeton logo approved for this purpose, and provided below in this section.
• Must not be altered in any way.

Instructions for downloading a Franklin Templeton logo in connection with an authorized link: Right click on the picture. When the menu pops up, select “Save this image as” and save it to your desktop or other appropriate location.

Third Party Content Providers, Sites, Referrals, and Disclaimers

Conditions may apply to third party content. Some of the products, services, content, including advertisements, tools, and information available through the Site may be provided by companies that are not affiliated with Franklin Templeton (“Third Party Content”) and their source is clearly identified. In some cases, the Third Party Content may be framed-in on the Franklin Templeton Site or available through a link to a third party site. In the case of Third Party Content, there may be additional restrictions that apply to its use. You should be careful to examine them (for example, in accompanying statements or caveats or their posted terms of use) because they may be more restrictive than the restrictions Franklin Templeton imposes on our own, proprietary Site Content. Third Party Content providers may have reserved a right to modify the restrictions they impose on use of their content without notice. As with our Site’s Terms of Use, use of Third Party Content after a change in the posted restrictions relating to that content will constitute acceptance of those changes.

Not responsible for Third Party Content, referrals or links to third parties or third party sites. For informational or educational purposes, or as a service and convenience to you, this Site may provide referral information, Third Party Content or live links to a regulatory agency, non-profit organization, or other unaffiliated third party and their websites, including companies that have a relationship with Franklin Templeton.

Our decision to provide referral information to a third party or to pass on an offer made by a third party vendor or to provide a link from our Site to a third party site is not an endorsement of the third party, their products or services, or their website accessed through any such links. While we would generally only provide such information from, or links to, sources considered reliable, we do not have the resources to conduct independent investigations and accordingly we make no representations or warranties as to third party products, services, content, tools and information, and do not guarantee their accuracy, timeliness, completeness or usefulness. We advise and encourage you to do your own research. You will use Third Party Content only at your own risk.

Although Third Party Content may be displayed, framed-in or provided in a pop-up box on the Site, or available through a live link from our Site to a third party site, Franklin Templeton does not prepare, edit, guarantee or endorse Third Party Content. By clicking on a link from our Site to any third party site, you will leave this Site (even if, for your convenience, a second browser window is opened). When viewing Third Party Content through such a link, keep in mind that the third party’s site terms and conditions, privacy and security policies, or other legal information may be different from those of Franklin Templeton's Site. We are not liable for any direct or indirect technical or system issues, consequences, or damages arising from your use of any third party website.

WE ARE NOT RESPONSIBLE FOR ANY THIRD PARTY, THEIR PRODUCTS OR SERVICES, THEIR WEBSITE, OR ANY CONTENT MADE AVAILABLE THROUGH SUCH THIRD PARTY SITES, NOR DO WE MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THIRD PARTY CONTENT (OR ITS ACCURACY) ON ANY THIRD PARTY SITES, AND WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER IN RELATION TO ANY OF THE FOREGOING.

Disclaimers

DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF FRANKLIN TEMPLETON, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “FRANKLIN TEMPLETON PARTIES”) GUARANTEES THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE SITE. NONE OF THE FRANKLIN TEMPLETON PARTIES WARRANT THAT THIS SITE OR DOWNLOADS WILL MEET YOUR NEEDS OR EXPECTATIONS, OR BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT THIS SITE, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THIS SITE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. THE FRANKLIN TEMPLETON PARTIES HAVE NO RESPONSIBILITY FOR VIRUSES OR ANY OTHER DAMAGE THAT MAY BE CAUSED TO YOU AS A RESULT OF USING THIS SITE. PERIODS OF VOLATILE OR UNUSUAL MARKET ACTIVITY, IN PARTICULAR, MAY AFFECT SYSTEMS AVAILABILITY OR RESPONSE TIME. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE TIMELINESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THE SITE IS ASSUMED SOLELY BY YOU. ALL OF THE FRANKLIN TEMPLETON PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OF THE FRANKLIN TEMPLETON PARTIES DISCLAIM ANY WARRANTIES WITH RESPECT TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE.

You are responsible for your connectivity.You agree that you are responsible for the means you use to access the Site and understand that your hardware, software, the Internet, your Internet Service Provider, and other third parties involved in connecting you to our Site may not perform as intended or desired.

Not responsible for third party damages. Franklin Templeton also disclaims responsibility for damages third parties may cause to you through the use of this Site, whether intentional or unintentional. For example, you understand that hackers could breach our security procedures, and that Franklin Templeton will not be responsible for any related damages.

No reliance on Data. Reasonable precautions have been taken to ensure that Site Content, including account information and pricing data, are complete and accurate. However, due to the nature of information delivery technology and the necessity of using multiple data sources, including Third Party Content, we are unable to assure the accuracy of the data you access through this Site. Site Content is presented only as of the date published or indicated and may be superseded by subsequent market events or other reasons. Franklin Templeton has no duty to update this Site or any Site Content. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM ANY ACTIONS OR INVESTMENT DECISIONS TAKEN BY YOU BASED ON THE ACCURACY OF THE DATA PRESENTED THROUGH THIS SITE.

Cautions about future or “forward-looking” statements. Speculation or stated beliefs about future events, such as market and economic conditions, company or security performance, upcoming product offerings or other projections are “forward-looking statements” and involve risks and uncertainties. General business, market, economic and political conditions could cause actual results to differ materially from what we presently anticipate or project.

Internet email. We discourage you from using email for sending confidential or sensitive information. If you send email (encrypted or not) to us over the Internet, you are accepting the associated risks of lack of confidentiality.

Limitation of Liability

YOUR SOLE REMEDY FOR DISSATISFACTION WITH YOUR USE OF OUR SITE IS TO STOP USING THE SITE. YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL THE FRANKLIN TEMPLETON PARTIES BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THIS SITE, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE, TRADING LOSSES, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; ANY FAILURE OF PERFORMANCE, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DEFECT, OPERATOR ERRORS, INCONVENIENCE OR DELAY IN OPERATION OR TRANSMISSION OR COMPUTER VIRUS; FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE AND INTERNET); SEVERE OR EXTRADODINARY WEATHER (INCLUDING FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD); FIRE, WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOR DISPUTE AND OTHER LABOR PROBLEMS, ACCIDENT, EMERGENCY OR ACTION OF GOVERNMENT; OR THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OR USE OF YOUR INFORMATION, EQUIPMENT OR PROPERTY, EVEN IF THE FRANKLIN TEMPLETON PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE EXCLUDED DAMAGES. FURTHER, THE FRANKLIN TEMPLETON PARTIES WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OR WITH APPLICABLE FEDERAL, STATE AND LOCAL LAWS.

THESE LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF: (I) ANY NEGLIGENCE OR GROSS NEGLIGENCE OF ANY FRANKLIN TEMPLETON PARTY OR (II) WHETHER THE LIABILITY SOUNDS IN NEGLIGENCE, STRICT LIABILITY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY; AND WILL REMAIN IN EFFECT EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification

As a condition of your use of the Site, you agree to make the Franklin Templeton Parties and their third party providers whole for any and all claims, losses, liabilities and expenses (including but not limited to attorneys’ fees) arising from any use of the Site or your violation of these Terms of Use.

Governing Law, Forum, Severability, and Miscellaneous

Failure by Franklin Templeton to enforce any provision(s) of these Terms of Use shall not be construed as a waiver of any provision or right. The laws of the Commonwealth of the Bahamas govern these Terms of Use. If any provision of these Terms of Use is deemed unlawful, void, or for any reason unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions shall remain in full force and effect. You shall comply with all laws, rules and regulations by any governmental authority or agency which govern or apply to the operation and use of the Site. These Terms of Use inures to the benefit of TGAL, its successors and assigns. You may not assign the Terms of Use. No waiver shall be effective unless in writing. All rights not expressly granted herein are reserved by TGAL.

Termination

You acknowledge and agree that TGAL may restrict, suspend or terminate the Terms of Use or your access to, and use, of the all or any part of Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of the Terms of Use, in TGAL’s absolute discretion and without prior notice or liability. The relevant version of the Terms of Use shall continue to apply to all prior use of the Site. The following paragraphs of this Terms of Use shall survive termination of your use or access to the Site: paragraphs concerning Indemnification, Disclaimers, Limitations of Liability, Termination and General Provisions, and any other provision that by its terms survives termination of your use of or access to the Site.

Portfolio Holdings for Non-U.S. Funds/Non-U.S.Advisers

From time to time Franklin Templeton Resources Inc (FRI) and its subsidiaries, partnerships, joint ventures and related and affiliated business entities (“FTI”) may provide you with a partial listing of portfolio securities including but not limited to top contributors and detractors to portfolio performance owned by one or more non-US domiciled funds that are registered or passported with local regulatory authorities and are sponsored by FTI (each a “Fund” and together “Funds”) and any such additional information relating to the Fund(s) that may not otherwise be publicly disseminated. Such listing of portfolio securities and any other non-public information is subject to the following terms and conditions below and is herein referred to as “Holdings Information”.

1. You are an authorized representative of a bank, broker-dealer, insurance company, registered investment adviser or other professional client (together, “Financial Institutions”) and the Financial Institution has authorized you to access and use the Holdings Information. You are deemed to have read, understood and accepted the terms and conditions and you further agree that all provisions of this Agreement are equally binding upon you and the Financial Institution. IF YOU ARE NOT AUTHORISED TO ACCESS HOLDINGS INFORMATION OR YOU DO NOT WANT TO BE BOUND BY THE TERMS OF THIS AGREEMENT YOU SHOULD NOT ACCEPT HOLDINGS INFORMATION.
2. You undertake to keep the Holdings Information strictly confidential, regardless of the Holdings Information form or whether the Holdings Information is marked or identified as proprietary or confidential. You also agree not to disclose or disseminate the Holdings Information to any third party and to treat the Holdings Information as nonpublic and proprietary, and you further acknowledge that the Holdings Information constitutes a valuable asset of FTI, the Funds and Fund shareholders. You recognize that adverse consequences may result for Fund shareholders if the Holdings Information is used for inappropriate trading purposes. In addition, FTI may reasonably request that you make available to FTI all research produced on the Funds.
3. You will not:
   i. Purchase or sell any portfolio securities listed in the Holdings Information on the basis of any information contained in Holdings Information;
   ii. Trade against the Funds or knowingly engage in any trading practices that are adverse to FTI or the Funds on the basis of the Holdings Information; and
   iii. Trade in shares of any U.S. registered investment company sponsored by FTI that is substantially similar to the Fund.
4. You will use your best efforts to take all appropriate action and otherwise satisfy your obligations under this Agreement and to prevent the misuse of the Holdings Information. You will immediately notify FTI if you learn of any use of the Holdings Information by any employees, agents or clients that would otherwise violate this Agreement. You acknowledges that damages alone would not be an adequate remedy for any breach of the provisions of this Agreement and, accordingly, without prejudice to any and all other rights or remedies, you acknowledges that FTI or any Fund to which the Holdings Information pertains shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement.
5. You shall not be bound by the provisions of confidentiality contained in this Agreement if such Holdings Information 1) is or becomes publicly known through no act or omission of the Financial Institution, its employees, agents or subcontractors; 2) is lawfully disclosed to you by a third party without restriction and without any obligation of confidentiality; 3) is required to be disclosed by any Governmental body, regulatory body (including without limitation any relevant securities exchange) or court of competent jurisdiction or otherwise pursuant to any statutory or regulatory obligation.
6. The Agreement shall remain in effect for so long as you access the Holdings Information from FTI. FT may terminate this Agreement immediately if this Agreement conflicts with any laws, rules or relevant regulatory interpretations. Upon termination, you shall continue to take reasonable measures to prevent the disclosure or dissemination of the Holdings Information. You acknowledge that the Holdings Information may be utilized for damaging purposes, such as duplicating FTI’s proprietary investment and trading strategies, techniques and methodologies. As a result, your nondisclosure obligations and the prohibition on your dissemination of the Holdings Information to any third party shall survive this Agreement’s termination. To the extent of any conflict between this Agreement and any other agreement between you and FTI, then this Agreement shall be deemed to constitute an amendment to such other agreement.
7. This Agreement may not be assigned by you, and you may not delegate its duties hereunder, without the prior written consent of FTI. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, successors and assigns. Nothing contained in this Agreement shall be construed as creating any obligation or any expectation on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with any third party.
8. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between the parties, it being understood that the parties are independent contractors vis-à-vis one another. Except as specified herein, no party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other party hereto.
9. YOU SHALL INDEMNIFY AND HOLD ANY AND ALL FTI PERSONS HARMLESS AGAINST ANY AND ALL COSTS, EXPENSES, LOSSES, LIABILITIES, OBLIGATIONS, DAMAGES, PENALTIES TO WHICH ANY SUCH PARTY MAY BECOME SUBJECT INCLUDING REASONABLE LEGAL AND OTHER SUCH PROFESSIONAL FEES INCURRED IN INVESTIGATING AND DEFENDING OR APPEALING PENDING OR THREATENNED CLAIMS, ACTIONS, SUITS, PROCEEDINGS, ARBITRATIONS, AMOUNTS PAID IN SETTLEMENT THEREOF (COLLECTIVELY “EXPENSES”) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT SAVE WHERE SUCH EXPENSES RESULTED DIRECTLY FROM OUR GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT.
10. The Agreement: (i) may be modified or supplemented by FTI at anytime upon reasonable notice to You; (ii) shall be binding upon and inure to the benefit of the successors and assigns of FTI and You; and (iii) shall be governed and construed in accordance with the laws of the applicable country.