Terms and Conditions for the Advisers’ Informational Website for Singapore
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) in “Singapore” (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 these Terms and Conditions and provided you are entitled to view this website and all web pages thereunder owned and/or operated by GSI and presently located at [https://assetmanagement.gs.com/content/gsam/sgp/en/advisors/homepage.html] (collectively 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 this 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.
GSI reserves the right to update or modify, including suspending or discontinuing the provision of, adding to or removing from (as the case may be), the Terms and Conditions of this Website, and the Contents, for any reason, and any such changes, if made, are effective immediately. Your continued access to and use of the Contents after such changes are made shall be construed as agreement to the Terms and Conditions so modified. The Firm has not verified the Contents and does not warrant or 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.
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 the U.S., Singapore or elsewhere. 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 do not constitute 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 Funds, 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 any supplement to 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 such users accessing any of the Contents.
Compliance with the Distribution Agreement, applicable laws and regulations
You acknowledge that an offer or invitation of shares in the portfolios of the Fund (the “Portfolios”) is only made by you pursuant to the relevant Portfolio information memorandum and is made under and in reliance on Section 304 or Section 305 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”).
All Portfolios except for the Other Portfolios
(1) Goldman Sachs Asia Portfolio
(2) Goldman Sachs Europe Equity Partners Portfolio
(3) Goldman Sachs Global CORE® Equity Portfolio
(4) Goldman Sachs Global Equity Partners Portfolio
(5) Goldman Sachs Growth & Emerging Markets Broad Equity Portfolio
(6) Goldman Sachs India Equity Portfolio
(7) Goldman Sachs Japan Portfolio
(8) Goldman Sachs Asia High Yield Bond Portfolio
(9) Goldman Sachs Europe High Yield Bond Portfolio
(10) Goldman Sachs Global High Yield Portfolio
(11) Goldman Sachs Growth & Emerging Markets Corporate Bond Portfolio
(12) Goldman Sachs Global Income Builder Portfolio
(13) Goldman Sachs US Real Estate Balanced Portfolio
You also acknowledge that the Portfolios 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 Portfolios or any offering of such shares to become registered for sale under the laws of any jurisdiction.
Please note the Restricted Portfolios are not collective investment schemes which are authorised under Section 286 of SFA or recognised under Section 287 of the SFA. The Restricted Portfolios Portfolios and shares of the Other Portfolios offered in the Other Portfolios’ information memorandum (such shares referred to as “Restricted Shares”) are not allowed to be offered to the retail public. Accordingly, the Restricted Portfolios and Restricted Shares may not be offered or sold, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 304 of the SFA, (ii) to a relevant person pursuant to Section 305(1), or any person pursuant to Section 305(2), and in accordance with the conditions specified in Section 305, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. No person may issue, circulate or distribute, or have in its possession for the purposes of issue, circulation or distribution, any invitation, advertisement or other document relating to the Restricted Portfolios or Restricted Shares whether in Singapore or elsewhere, which is directed at, or the contents of which are likely to be read by, the public in Singapore (except if permitted to do so under the securities laws of Singapore) other than with respect to the securities which are or are intended to be disposed of only to persons outside Singapore or only to the category of investors stated above.
Without prejudice to the foregoing, you represent and warrant to GSI that you will not promote or market the Portfolios to any resident and/or citizen of Singapore unless such promotion and marketing is made in compliance with: (i) the applicable laws of Singapore; (ii) the relevant Distribution Agreement; and (iii) any other 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, implied or statutory, 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. No reliance may be placed for any purpose on the information, opinions and/or estimates provided on this Website or the accuracy or completeness thereof and no responsibility can be accepted by the Firm to anyone for any action taken on the basis of such information, opinions and/or estimates. 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 this 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 provided in this Website 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 representation or warranty whatsoever to you, express, implied or statutory, regarding the security of this Website or any information transmitted by or to you through this Website and you accept the risk that any information transmitted or received through this Website may be accessed by unauthorized third parties. Transmissions over the Internet may be subject to interruption, black-outs, delays and other errors.
BY ACCESSING THIS WEBSITE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE CONTENTS ARE PROVIDED BY GSI AND OUR THIRD PARTY PROVIDERS ARE ON AN "AS IS" BASIS, AND USED AT YOUR SOLE RISK. THE FIRM MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, CONCERNING THIS WEBSITE. UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW AND/OR REGULATION, THE FIRM HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, REGARDING THIS WEBSITE AND ANY RESULTS TO BE OBTAINED FROM ACCESS TO OR USE OF THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ALL REPRESENTATIONS AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE AND ALL REPRESENTATIONS AND 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 REPRESENT, WARRANT OR GUARANTEE THE ACCURACY, ADEQUACY, TIMELINESS, SUITABILITY, CORRECTNESS, QUALITY, COMMERCIAL VALUE, 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, DEFECTS OR OTHER FAULTS OR FROM MALICIOUS, SURREPTITOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT, MACRO OR OTHER PROGRAM.
UNDER NO CIRCUMSTANCES, UNLESS OTHERWISE PROHIBITED BY ANY APPLICABLE LAW AND/OR REGULATION, TORT OR JUDICIAL PRECEDENT, SHALL THE FIRM BE LIABLE TO ANYONE FOR ANY LOSS, EXPENSE OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE ACCESS OF, USE OF, MISUSE OF OR BROWSING IN THIS WEBSITE OR RESULTING FROM INABILITY TO ACCESS OR USE THIS WEBSITE REGARDLESS OF WHETHER THEY ARE DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL ECONOMIC LOSS OR 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.
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 or are used as permitted by applicable law. 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. Trademarks, service marks and logos used on this Website may be trademarks or service marks or registered trademarks or service marks of either 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.
GSI may, as a matter of convenience, include Content sourced from third party providers. The views and opinions expressed in such third party Content belong to such third party providers, and are for informational purposes only, and do not constitute any investment advice or recommendation by the Firm. The Firm will have relied upon and assumed (without independent verification) the accuracy and completeness of such information and neither agree nor disagree with the content herein.
This Website may contain addresses or hyperlinks which lead you out of this Website to other websites or content on the Internet which are owned or operated by third parties. 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 accuracy, suitability or appropriateness of the products, services, information, data, software, transactions or other material described therein or obtained or downloaded therefrom. The inclusion within this Website of such addresses or hyperlinks does not constitute an endorsement, authorization, verification, sponsorship, or affiliation by the Firm with respect to any website or content, or 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 and construed in accordance with the laws of England. Any dispute arising out of or connected with these Terms and Conditions, including a dispute as to the validity, termination or existence of these Terms and Conditions, shall be referred to and finally 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, the arbitrator shall be appointed by the London Court of International Arbitration; and (ii) the arbitrator shall be and remain independent and impartial of each party.
Without prejudice to the foregoing, you will indemnify, defend and hold harmless the Firm and its employees, servants, officers and agents (collectively the “Indemnitees”), from and against any and all liabilities, losses, settlement sums, charges, costs, expenses (including all costs of investigation and defence and solicitor and client costs), actions, proceedings, claims, demands and other damages which may be sustained, instituted, made or alleged against, or suffered or incurred by the Indemnitees, and which arise, directly or indirectly, out of, in the course of or in connection with one or more of the following: making available this Website, or having entered into these Terms and Conditions with you, or enforcing the rights under these Terms and Conditions, or acting upon any instructions which you may give in relation to this Website, or any negligence, fraud and/or misconduct on your part, or your failure to comply with or breach of these Terms and Conditions hereunder, including but not limited to, any liability or damage that directly or indirectly may derive from any of your use of this 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 this Website is not a promotion and that you will not treat it as such and that any information on this 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 this Website and refrain from accessing any pages of this Website.
Entire agreement: These Terms and Conditions shall constitute the entire agreement between you and the Firm relating to your viewing of this Website and supersede and replace in full all prior understandings, communications and agreements hereof.
Binding and conclusive: You acknowledge and agree that any records maintained by the Firm or its service providers relating to or in connection with this Website shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between the Firm and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
No waiver: The Firm’s failure or delay to enforce these Terms and Conditions shall not constitute a waiver of these terms, and such failure or delay shall not affect the right later to enforce these Terms and Conditions. The Firm would still be entitled to exercise its rights and remedies in any other situation where you breach these Terms and Conditions.
Cumulative rights and remedies: Unless otherwise provided under these Terms and Conditions, the provisions of these Terms and Conditions and the Firm’s rights and remedies under these Terms and Conditions are cumulative and are without prejudice and in addition to any rights or remedies it may have in law or in equity, and no exercise by the Firm of any one right or remedy under these Terms and Conditions, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms and Conditions or at law or in equity) operate so as to hinder or prevent its exercise of any other such right or remedy as at law or in equity.
Severability: If at any time any provision of these Terms and Conditions shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms and Conditions shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms and Conditions.
Rights of third parties: A person or entity who is not a party to these Terms and Conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 or any similar legislation in any jurisdiction to enforce any term of these Terms and Conditions, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this clause shall affect the rights of any permitted assignee or transferee of these Terms and Conditions.
Assignment: You may not assign your rights under these Terms and Conditions without prior written permission of the Firm. The Firm may assign its rights under these Terms and Conditions to any third party.
Interpretation: Any reference in these Terms and Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In these Terms and Conditions, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms and Conditions. In the event of a conflict or inconsistency between any two or more provisions under these Terms and Conditions, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favour of the Firm and the provision which is more favourable to the Firm shall prevail.
I further confirm that (i) I am a professional client resident in Singapore; (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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