Terms and Conditions (“Terms and Conditions”) for the UK Advisers’ Website (the “Website”)
This Website, including, without limitation, the information, functions and documents herein (the “Contents”), is intended exclusively for distributors, sub-distributors and other intermediaries who: i) may be involved in the marketing and distribution of Goldman Sachs Funds, SICAV, Goldman Sachs Funds II, SICAV and Goldman Sachs Funds, plc (each separately the “Fund”), ii) are residents of the United Kingdom and iii) qualify as professional clients under the Markets in Financial Instruments Directive 2014/65/EU (each an “Adviser” and together the “Advisers”). This Website and its Contents are made available for the exclusive use of Advisers and for educational purposes only (the “Purpose”). This Website is not intended for any other use other than the Purpose or for residents of any other jurisdictions.
The “Firm” shall mean Goldman Sachs Asset Management Fund Services Limited (“GSAMFSL”) and/or any other company or person controlled by, controlling or under common control with GSAMFSL.
You must read these Terms and Conditions for your own protection and benefit. When you have read the Terms and Conditions and provided you are entitled to view this Website according to these Terms and Conditions and any applicable laws and regulations, please click on the button below to acknowledge that you have read, understood and accept the Terms and Conditions and to proceed to the main part of the Website. If you are not an Adviser or if you are not in compliance with any of the provisions contained in the Terms and Conditions, you must not access this Website. GSAMFSL shall not be held liable for any actions that you may take or omit to take with regard to distribution or marketing of the Fund. You hereby represent that you understand and acknowledge that failure to comply with these Terms and Conditions may mean that GSAMFSL comes under a legal obligation to register the Fund in a particular jurisdiction and that this and other associated issues arising could result in irreparable injury to GSAMFSL for which monetary damages alone may not be an adequate remedy. You hereby agree that in the event of non compliance with these Terms and Conditions GSAMFSL will be entitled to specific performance and injunctive or other equitable relief as a remedy in addition to and not in lieu of any appropriate relief in the way of monetary damages.
The Contents are not intended to be accessed or used by any person or entity in any country or jurisdiction where this access or use is illegal or where the Firm will be under a legal obligation to register the shares of the Fund or any offering of such shares.
CONTENTS NOT TO BE CONSTRUED AS A SOLICITATION, A RECOMMENDATION OR ADVICE
The Contents do not constitute an invitation to invest or a public offer of the Fund in the U.S. or elsewhere. The Contents are provided exclusively for the Purpose and they have not been prepared as an offer to trade any particular security referred in the Contents. For the avoidance of doubt, this Website is not intended for end investors or beneficiaries resident in the U.S., or elsewhere.
The Contents have been prepared for informational purposes only without regard to the investment objectives, financial situation, or means of any particular person or entity, and GSAMFSL is not soliciting any action based upon them. The Contents are not to be construed as a recommendation or a representation about the suitability or appropriateness of the Fund; or an offer to buy or sell; or the solicitation of an offer to buy or sell any security, financial product, or instrument; or to participate in any particular trading strategy. Certain transactions, including those involving futures, options, and high-yield securities, give rise to substantial risk and are not suitable for all investors. Many of the products described on this Website involve significant risks. Transactions should not be entered without a full understanding of all such risks and an appropriate independent determination that such transactions are appropriate. Any discussion of the risks contained in this Website (including, without limitation, in respect of the Fund) should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. For complete information about the Fund, always refer to the Fund’s latest offering documentation, including but not limited to the relevant Fund prospectus as well as the relevant supplement of such prospectus. You should not construe any of the Contents as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice. The Firm will not treat users of this Website as its clients by virtue of them accessing it. The information presented is not a product of Goldman Sachs Global Investment Research. The views and opinions expressed may differ from those of Goldman Sachs Global Investment Research or other departments or divisions of Goldman Sachs and its affiliates.
REPRESENTATIONS
Compliance with applicable laws and regulations
You acknowledge that the Fund may not be publicly offered in some jurisdictions and will not be registered for public distribution in the U.S. Therefore, you represent and warrant to GSAMFSL that you will not take any actions or omit to take any actions which may require the shares of the Fund or any offering of such shares to become registered for sale under the laws of any jurisdiction.
Without prejudice to the foregoing, you represent and warrant to GSAMFSL that you will not promote or market the Fund unless such promotion and marketing is made in compliance with any applicable laws, rules and regulations related to the promotion of financial products or services, all of such laws, rules and regulations you represent to know and have appropriate compliance procedures designed to ensure that you, your representatives, associates, affiliates and agents comply with all of such laws, rules and regulations.
Non U.S. Person Representation
The Contents are not available to U.S. persons or persons acting on their behalf, and the Fund described in the Contents is not being offered in the United States or to U.S. persons. Therefore, you represent, warrant and covenant to GSAMFSL that: (i) you are not a U.S. Person (as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended) or acting for the account or benefit of a U.S. Person; (ii) you are a Non-United States Person (as defined in Rule 4.7 under the U.S. Commodity Exchange Act, as amended) and are not acting for the account or benefit of a person who is not a Non-United States Person; (iii) you will not make the Contents available to, or offer or promote the sale of any interest in the Fund to, any such U.S. Person or any person who is not such a Non-United States Person; and (iv) you will forthwith cease any use of the Contents for any purpose if any of the foregoing representations is no longer true.
INTELLECTUAL PROPERTY
All intellectual property rights related to the Contents, including the information, text, materials, images, logos, photographs and illustrations on this Website and regarding the lay-out and design thereof (such intellectual property rights referred as the “Intellectual Property”) are the property of the Firm or have been licensed to the Firm by the owner(s) of those rights. None of the Contents, nor any copy of it, may be altered in any way (including, for the avoidance of doubt, any removal of any copyright, trademark or any other notices that are provided to you in connection with the Contents), transmitted to, copied or distributed to any other party, without the prior express written permission of GSAMFSL. All trademarks, service marks and logos used on this Website are trademarks or service marks or registered trademarks or service marks of the Firm or other entities.
GSAMFSL reserves the right, at any time and from time to time, in the interests of its own editorial discretion and business judgment to add, modify, or remove any of the Contents. These Terms and Conditions are not intended to, and will not, transfer or grant any rights in or to the Intellectual Property other than those which are specifically described herein, and all rights not expressly granted herein are reserved by the Firm or, where applicable, the third party providers from whom the Firm has obtained the Intellectual Property.
LINKED WEBSITES
The Website may contain addresses or hyperlinks which lead you out of this Website. GSAMFSL has not reviewed any such websites to which this Website may link, and is not responsible for the content of any websites or pages linked to or linking from this Website. Such addresses or hyperlinks (including addresses or hyperlinks to the Firm’s own website material) are provided solely for your convenience and information. Accessing such websites or following such links to any other websites or pages shall be at your own risk. GSAMFSL has not tested any information, software, or products found on any such websites and therefore, GSAMFSL makes no representations concerning their content or sponsors, or the suitability or appropriateness of the products or transactions described therein. The inclusion within this Website of addresses or hyperlinks which lead you out of this Website does not constitute an endorsem*nt, authorization, sponsorship, or affiliation by the Firm with respect to any websites, its owners, or its providers.
MONITORING BY GSAMFSL
Your use of this Website may be monitored by GSAMFSL or its service providers, and the resultant information may be used by GSAMFSL for its internal business purposes or in accordance with the rules of any applicable regulatory or self-regulatory organization.
GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by English law.
INDEMNITY
Without prejudice to the foregoing, you will keep the Firm indemnified and harmless with respect to any liabilities (including all costs of investigation and defence) and other damages that directly or indirectly may derive from the failure to comply with the Terms and Conditions hereunder, including, but not limited to, any liability or damage that directly or indirectly may derive from any use of the Website which is not in accordance with the Purpose or any breach by you or by any of your agents or delegates of: i) these Terms and Conditions, or ii) any applicable rules and regulations related to the promotion of financial products or services.
DISCLAIMER OF WARRANTIES
Past performance should not be taken as an indication or guarantee of future performance, and no representation or warranty, express or implied, is made regarding future performance. Opinions and/or estimates reflect a judgment at the original date of publication by the Firm and are subject to change without notice. The price, value of and income from any of the securities or financial instruments mentioned in this Website can fall as well as rise. Foreign currency denominated securities and financial instruments are subject to fluctuations in exchange rates that may have a positive or adverse effect on the value, price or income of such securities or financial instruments. Investors in securities, the values of which are influenced by currency volatility, effectively assume this risk. Valuations provided in the Website may be based upon a number of factors including, but not limited to, current prices quoted, valuation of underlying assets and market liquidity, as well as other assumptions (which are subject to change without notice) and publicly available information. All assumptions and estimates should not be relied upon for any investment decision. GSAMFSL does not represent that any transaction can or could have been effected at such valuations. Any valuations are provided as a courtesy and are intended solely for your analysis.
This Website is subject to periodic update and revision. However GSAMFSL has not verified the Contents and does not represent that such Contents are accurate, current, or complete and it should not be relied upon as such, without regard to the date on which you may access the information. GSAMFSL maintains the right to delete or modify information on this Website without prior notice. The Firm may have issued other reports that are inconsistent with, and reach different conclusions from, the information presented in this Website. Those reports reflect the different assumptions, views and analytical methods of the analysts who prepared them and the Firm is under no obligation to ensure that such reports are brought to your attention.
The Firm makes no warranty whatsoever to you, express or implied, regarding the security of this Website.
BY ACCESSING THIS WEBSITE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE CONTENTS MADE AVAILABLE BY GSAMFSL AND OUR THIRD PARTY PROVIDERS ARE ON AN "AS IS" BASIS, AND USED AT YOUR SOLE RISK. THE FIRM MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THIS WEBSITE. THE FIRM HEREBY EXPRESSLY DISCLAIMS TO THE EXTENT PERMITTED BY APPLICABLE LAW AND/OR REGULATION ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, REGARDING THIS WEBSITE AND ANY RESULTS TO BE OBTAINED FROM THE USE OF THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND/OR USAGE OF TRADE OR THEIR EQUIVALENTS UNDER THE APPLICABLE LAWS AND/OR REGULATIONS OF ANY JURISDICTION. THE FIRM DOES NOT WARRANT OR GUARANTEE THE ACCURACY, TIMELINESS, SUITABILITY, CORRECTNESS, QUALITY, RELIABILITY, COMPLETENESS OR AVAILABILITY OF THIS WEBSITE OR THE INFORMATION OR RESULTS OBTAINED FROM USE OF THIS WEBSITE, OR THAT THIS WEBSITE OR ITS CONTENTS OR RESULTS WILL BE FREE FROM ERROR.
UNDER NO CIRc*msTANCES AND UNDER NO THEORY OF ANY APPLICABLE LAW AND/OR REGULATION, TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL THE FIRM BE LIABLE TO ANYONE FOR ANY LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ACCESS OF, USE OF OR BROWSING IN THE WEBSITE OR RESULTING FROM INABILITY TO ACCESS OR USE THIS WEBSITE REGARDLESS OF WHETHER THEY ARE DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR TRADING LOSSES OR LOSS OF PROFITS, BUSINESS, GOODWILL OR REPUTATION, OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PARTY, EVEN IF THE FIRM KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, CLAIM OR DEMAND.
CONFIRMATION
You expressly acknowledge that you have checked and confirm that you: (i) are a distributor, sub-distributor or other intermediary who: a) may be involved in the marketing and distribution of the Fund, b) is a resident of the United Kingdom and c) qualifies as aprofessional clientunder the Markets in Financial Instruments Directive 2014/65/EU; (ii) understand and accept the Terms and Conditions above and are legally entitled to view this Website; and (iii) understand that the information on the Website is not a promotion and that you will not treat it as such and that any information on the Website is not addressed specifically to you.
Should you not be an Adviser or should you not be in compliance with any of the Terms and Conditions, you must immediately discontinue from using the Website and refrain from accessing any pages of the Website.
Goldman Sachs Asset Management Fund Services Limited is authorised and regulated in Ireland by the Central Bank of Ireland (CBI) and appears in the CBI’s Register (Registration C181982). GSAMFSL is registered as a Limited Company in Ireland (registered no: 623005) and its VAT registration number is IE 3573871MH. The CBI regulates the financial services industry in Ireland and is located at New Wapping Street, North Wall Quay, Dublin 1, DO1 F7X3.
I further confirm that (i) I am a professional client resident in United Kingdom; (ii) I am not a U.S. Person (as defined in Regulation S of the US Securities Act 1933, as amended), nor am I acting for the account or benefit of a U.S. Person; and (iii) I am a Non-United States Person (as defined in Rule 4.7 of the United States Commodity Exchange Act) and am not acting for the account or benefit of a person who is not a Non-United States Person.
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