Franklin Templeton Investments
Merrill Lynch U.S. Microsite
Terms of Use Agreement

These Terms were last amended as of: May 6, 2014

This Terms of Use Agreement is a binding contract between you and Franklin Templeton Investments. It governs your use of this website and all products, services, content, tools and information available through the 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.

This dedicated Franklin Templeton site is provided to Merrill Lynch & Co., Inc. and its affiliates ("Merrill Lynch"), through an authorized link from the Merrill Lynch Intranet site, for use solely by Merrill Lynch Financial Advisors for the purpose of distributing, including servicing, Franklin Templeton products or services in accordance with the terms of the Selling Agreement or other applicable agreement between the relevant Franklin Templeton entity and Merrill Lynch.

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 (also referred to as a "Financial Advisor") may use this site and all product, services, content, tools, and information available through the websites (referred to collectively as the "Site" or the "Site Content") for commercial use. Please read the Terms of Use carefully. By accessing, browsing and/or using the 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 the Selling Agreement, and any other agreements that govern your use of Franklin Templeton's products, services, content, tools, and information available on the Site.

Your use of the Site is governed by the version of the Terms of Use in effect on the date the 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 above 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.

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Site Sponsor

The Site is provided as a service, and for informational purposes only, by Franklin/Templeton Distributors, Inc. and/or its affiliates that are 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 mutual funds ("Fund(s)").

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Intended for U.S. Investor Use Only

This Site is intended for certain Merrill Lynch Financial Advisors who have Clients that have investments in Franklin Templeton products and that reside in the United States.

Nothing on the 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.

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Authorized Users and Your Representations, Authorized Use and Online Account Access

Authorized Users and Your Representations. By registering with the Site, you represent and agree that: (i) you are an authorized representative of Merrill Lynch; (ii) Merrill Lynch has authorized you to access and use the Site; (iii) you are authorized by Merrill Lynch to agree to this Agreement and use the Site with respect to clients or customers of Merrill Lynch ("Clients") on behalf of Merrill Lynch; and (iv) the terms and conditions of this Agreement shall apply equally to you and Merrill Lynch ("Authorized Users," "you" or "Financial Advisor" as the context requires).

This Site is not accessible to the public and shall not be distributed to any individual other than an Authorized User.

Use of Fund Information. You are not authorized to give any information or make any representations concerning Franklin Templeton Funds, or shares of any such Funds, except those contained in the Fund's then-current registration statement, any other applicable legal documentation or legal disclosure document, or materials issued by us as information supplemental to such prospectus or legal disclosure document. All Site Content prepared by a Fund, or on behalf of a Fund by Franklin Templeton, that is available on the Site ("Franklin Templeton Electronic Information") is in a form that has been legally approved by Franklin Templeton. You agree that we are not responsible for your compliance with regulatory requirements.

You agree to use the Franklin Templeton Electronic Information at your sole risk and responsibility and in accordance with all applicable laws, regulations and rules as well as in accordance with all instructions and directions that accompany it, and the terms and conditions of the Selling Agreement or other applicable agreement. Unless and to the extent required by law or written agreement, we are not responsible for any additional costs or liabilities that you may incur in connection with your election to use the Franklin Templeton Electronic Information or our Site. You agree to use all reasonable security precautions to prevent the Site, including any Franklin Templeton Electronic Information, from being made available to anyone other than Authorized Users.

No solicitations. Nothing on the 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, including any state, 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. The 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 your Clients based on their investment objectives and personal and financial situation. You should consult, or advise them to consult, an attorney or tax professional regarding the specific legal or tax situation.

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Permitted Uses, Prohibited Uses and Means of Access

Permitted Uses. Franklin Templeton grants you a non-exclusive, personal, non-transferable, non-sublicensable, limited and revocable right to access, use and display the Site on any computers or other electronic display device of which you are a user as well as print copies of the Site, for your reasonable and fair business use, as an Authorized User for the purpose of providing Distribution Services (the "Permitted Uses").

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. 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

Means of Access. The Site is generally intended to be viewed by a conventional web browser with a screen resolution of [1024 by 768] pixels or greater. 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 in writing prior to such use.

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Fund Prospectus Offer, Performance, and Investment Risks

Prospectus Offer. For more information on a fund, download a prospectus or other applicable legal documentation, which contains important information about a fund's investment goals, sales charges, expenses and risk considerations. Please read the prospectus carefully before you or your Client invests.

Fund Performance. Performance data represent past performance, which does not guarantee future results. Ongoing market volatility can dramatically impact a fund's short-term returns. Current performance may differ from the figures shown. The fund's investment return and principal value will change with market conditions, and you may have a gain or a loss when you or your Client sells shares. 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.

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Usage monitoring

Usage monitoring. We reserve the right, but do not have the obligation, to access, archive, or monitor any use of the Site, or your use of the 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.

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Copyright, Trademark and other Intellectual Property Rights

You acknowledge that the Site is protected by applicable copyrights or other intellectual property laws. 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 authorized herein or by us in writing.

Trademarks and copyrights. Our company product and service names and logos used and displayed on the Site are trademarks of Franklin Templeton. All third party trademarks are property of their respective owners. Nothing on the Site should be construed as granting any license or right to use any of the Franklin Templeton Trademarks or other trademarks displayed on the Site without the prior written permission in each instance of Franklin Templeton and/or the owner(s) of such other trademarks.

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 the Site in a way that constitutes copyright infringement, please follow this procedure:

Please provide Franklin Templeton's Copyright Agent with the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright allegedly infringed;
  • A description of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are the subject of a single notice, a representative list of such works;
  • An identification and a description of where the material that you claim is infringing is located on the Site;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the owner of the allegedly infringed copyright, or that you are authorized to act on the copyright owner's behalf.

Franklin Templeton's Copyright Agent for Notice of claims of copyright infringement on its Site can be reached as follows:

  • Name: Matthew Gowdy, Esq
  • By mail: Franklin Templeton Investments, One Franklin Parkway, San Mateo, CA 94403-1906
  • By phone: 650.312.2811
  • By fax: 650.525.7141
  • By email: copyright@frk.com

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Franklin Templeton Linking and Logo Use Policies.

You may create a link from the Merrill Lynch Intranet site to the Site provided that content on the Merrill Lynch intranet site nor the link suggests that Franklin Templeton sponsors, endorses or is affiliated with Merrill Lynch. The link should open in a new browser window and may not be framed-in by the Merrill Lynch intranet site or other content. You may use the Franklin Templeton Investments logo, shown below, in the creation of the link. No other use of the logo is permitted except otherwise agreed in writing with us.

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Disclaimers

DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THE 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 THE SITE. NONE OF THE FRANKLIN TEMPLETON PARTIES WARRANT THAT THE SITE OR DOWNLOADS WILL MEET YOUR NEEDS OR EXPECTATIONS, OR BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT THE SITE, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE 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 THE 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 THE 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 THE 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 THE 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 the 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 the 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 the 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 THE 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 e-mail for sending confidential or sensitive information. If you send e-mail (encrypted or not) to us over the Internet, you are accepting the associated risks of lack of confidentiality.

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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 THE 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 EXTRAORDINARY 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. IN NO EVENT SHALL THE FRANKLIN TEMPLETON PARTIES' AGGREGATE LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100).

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Indemnification

Except to the extent otherwise set forth in the Selling Agreement or other applicable agreement, 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.

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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 Site is controlled and operated by Franklin Templeton from its offices within California in the United States of America. The laws of the State of California govern these Terms. If you take legal action relating to these Terms, you agree to file such action only in the state courts of the City and County of San Mateo, California, or the United States District Court for the Northern District of California, and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any such action.

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. Without limiting the foregoing, you agree to comply with such restrictions and not to export or re-export any of the Site to countries or persons prohibited under the export control laws of the United States. These Terms of Use inures to the benefit of Franklin Templeton, 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 Franklin Templeton.

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Termination

You acknowledge and agree that Franklin Templeton 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 Franklin Templeton'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.

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