Terms and Conditions for the Advisers’ Informational Website for Americas International

This Website including without limitation the information, functions and documents herein (the “Contents”), are intended exclusively for distributors who have entered into a written agreement with Goldman Sachs International (“GSI”) in relation to the distribution of Goldman Sachs Funds SICAV, Goldman Sachs Funds II SICAV and Goldman Sachs Funds PLC (the “Funds) (the “Distribution Agreement”). The entities which have entered the Distribution Agreement with GSI are hereinafter referred to respectively as an “Adviser” and together the “Advisers”. This Website and its Contents are made available on a confidential basis, for educational purposes only (the “Purpose”) and for the exclusive use of Advisers. This Website is not available publicly and is not intended for any other use other than the Purpose. You undertake to keep this Website and its Contents as confidential and not to circulate the link to this Website or otherwise disclose any Contents to any third party. The “Firm” shall mean GSI and/or any other company or person controlled by, controlling or under common control with GSI.

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 authorised representative of 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. GSI disclaims all liability for any actions that you may take or omit to take with regard to distribution or marketing of the Funds. You hereby represent that you understand and acknowledge that failure to comply with these Terms and Conditions may mean that GSI comes under a legal obligation to register the Funds in a particular jurisdiction and that this and other associated issues arising could result in irreparable injury to GSI 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 you will indemnify and hold the Firm and the Funds harmless against any liabilities (including all costs of investigation and defence) and other damages arising from any breach by you or by any of your delegates of these Terms and Conditions and GSI may 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. It is your responsibility to observe all applicable laws and regulations of any relevant jurisdiction.

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 Funds in your or any other jurisdiction. The Contents are provided exclusively for the Purpose, at the Adviser's request and they have not been prepared as an offer to trade any particular security referred in the Contents.

The Contents have been prepared for Adviser informational purposes only without regard to the investment objectives, financial situation, or means of any particular person or entity, and the Firm 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 Funds; 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 with respect to the Funds should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. For complete information always refer to the Funds’ 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.

REPRESENTATIONS

Compliance with the Distribution Agreement, applicable laws and regulations
You acknowledge that the Funds may not be registered for public distribution in your jurisdiction and will not be registered for public distribution in the U.S. Therefore, you represent and warrant to GSI that you will not take any actions or omit to take any actions, which may require the shares of the Funds 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 GSI that you will not promote or market the Funds to any person unless such promotion and marketing is made in compliance with: (i) the relevant Distribution Agreement; and (ii) any applicable rules and regulations related to the promotion of financial products or services in the relevant country, all of such laws, rules, contractual terms 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, contractual terms and regulations.

Non U.S. Person Representation
The Contents are not available to U.S. persons or persons acting on their behalf, and Funds described in the Contents are not being offered in the United States or to U.S. persons. Therefore, you represent, warrant and covenant to GSI that: (i) you are not acting for the account or benefit of a U.S. Person (as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended); (ii) you are not acting for the account or benefit of a person who is not a Non-United States Person (as defined in Rule 4.7 under the U.S. Commodity Exchange Act, as amended); (iii) you will not make the Contents available to, or offer or promote the sale of any interest in any 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.

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. GSI 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 GSI 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. GSI 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 GSI 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 CIRCUMSTANCES 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.

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 GSI. 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.

GSI 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. GSI 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. GSI has not tested any information, software, or products found on any such websites and therefore, GSI 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 endorsement, authorization, sponsorship, or affiliation by the Firm with respect to any websites, its owners, or its providers.

MONITORING BY GSI
Your use of this Website may be monitored by GSI or its service providers, and the resultant information may be used by GSI 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 the laws of England. Any dispute arising out of or connected with these terms and conditions, including a dispute as to the validity or existence of these terms and conditions, shall be resolved by arbitration in England conducted in English by a single arbitrator. Unless otherwise agreed between the parties: (i) in the event of a failure by the parties to agree on the sole arbitrator within 30 days of one party calling upon the other to do so, he shall be appointed by the London Court of International Arbitration; and (ii) the arbitrator shall be and remain independent and impartial of each party.

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 and/or any breach of these Terms and Conditions and/or any breach of the relevant Distribution Agreement and/or any breach of any applicable rules and regulations related to the promotion of financial products or services in the relevant jurisdiction.

You expressly acknowledge that you have checked and confirm that you: (i) are an authorised representative of an Adviser; (ii) that you 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 authorised representative of 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.