Fiduciary Management (2024)

Terms and Conditions (“Terms and Conditions”) for Profession Clients Website (the “Website”)

This Website, including, without limitation, the information, functions and documents herein (the “Contents”), is intended exclusively for those resident in the jurisdiction declared and who qualify asprofessional clientsunder the Markets in Financial Instruments Directive 2004/39/EC (the “Client”). This Website and its Contents are made available exclusively for the educational purposes only (the “Purpose”). This Website is not intended for any other use other than the Purpose.

The “Firm” shall mean Goldman Sachs Asset Management International (“GSAMI”) and/or any other company or person controlled by, controlling or under common control with GSAMI.

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 a Client or if you are not in compliance with any of the provisions contained in the Terms and Conditions, you must not access this Website. GSAMI shall not be held liable for any actions that you may take or omit to take. You hereby represent that you understand and acknowledge that failure to comply with these Terms and Conditions may mean that GSAMI comes under a legal obligation to register its services in a particular jurisdiction and that this and other associated issues arising could result in irreparable injury to GSAMI 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, GSAMI 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 make any filing, registration or reporting.

CONTENTS NOT TO BE CONSTRUED AS A SOLICITATION, A RECOMMENDATION OR ADVICE

THIS MATERIAL DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION WHERE OR TO ANY PERSON TO WHOM IT WOULD BE UNAUTHORISED OR UNLAWFUL TO DO SO. 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. Clients should inform themselves as to any applicable legal requirements and taxation and exchange control regulations in the countries of their citizenship, residence or domicile which might be relevant. It is not an offer or solicitation to buy or sell any securities. For the avoidance of doubt, this Website is not intended for end investors or beneficiaries resident in the U.S.

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 GSAMI 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; 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. This information discusses general market activity, industry or sector trends, or other broad-based economic, market or political conditions and should not be construed as research or investment advice. Certain transactions, including those involving futures, options, and high-yield securities, give rise to substantial risk and are not suitable for all Clients. 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. Clients are urged to consult with their financial advisors before buying or selling any securities. Any discussion of the risks contained in this Website should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. 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

Non U.S. Person Representation

The Contents are not available to U.S. persons or persons acting on their behalf, and any products described in the Contents are not being offered in the United States or to U.S. persons. Therefore, you represent, warrant and covenant to GSAMI 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 any product 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 GSAMI. 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.

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

MONITORING BY GSAMI

Your use of this Website may be monitored by GSAMI or its service providers, and the resultant information may be used by GSAMI for its internal business purposes or in accordance with the rules of any applicable regulatory or self-regulatory organisation.

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. Clients 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. GSAMI 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 GSAMI 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. GSAMI 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 GSAMI 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 resident in the jurisdiction declared by you, (ii) qualify as aprofessional clientunder the Markets in Financial Instruments Directive 2004/39/EC; (iii) understand and accept the Terms and Conditions above and are legally entitled to view this Website; and (iv) 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 a Client 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 International is authorised and regulated by the United Kingdom Financial Conduct Authority to provide investment services and which appears in the FCA’s Register (Reference No. 0147212). GSAMI is registered as a Private Unlimited Company in England and Wales (Company Number 02474901). GSAMI is subject to the FCA rules and guidance, details of which can be found on the FCA’s website atwww.fca.org.uk. The FCA regulates the financial services industry in the UK and is located at 25 The North Colonnade, Canary Wharf, London E14 5HS.