EFTA00810642.pdf

Asset Management Viola Growth III Access LP Viola Growth III Access Offshore LP (together, "Viola Growth III Access" or the "Access Fund") May 2018 Viola Growth Ill Access has not been launched yet as of the date above. Note that inlit Viola Growth Ill Access holds its first close. the Access Fund has not launched. This presentation is deivered solely as reference material with respect to Vida Growth III Access. an investment product Thal Goldman Sachs may offer in the future. This overview provided herein is delivered solely as reference material with respect to Viola Growth III Access and is for informational purposes any. It does not constitute an offer to sell or a solicitation of an offer to buy any interests in Viola Growth III Access: any such offering will occur only in accordance with the terms and condlions set forth in the Private Placement Memorandum pertaining to such partnership. Investments in Vida Growth III Access will be subject to substantial investment restrictions and will be illiquid: investors are strongly urged to review carefully the relevant offering memorandum and other documents pertaining to such partnership. Goldman Sachs does not provide accounting. tax or legal advice to its clients and investors are strongly urged to consult with their own advisors regardng any potential strategy or investment. This overview is confidential and may nol be reproduced or transferred. in whole or in pan. to any other party without the express written consent of Goldman Sachs. This deck is only approved for cistrthution within the US. For distribution to PWM investors outside of the US. PWM Compliance approval is required. Goldman Sachs is acting as placement agent for the Access Fund. The Access Find is being organized by Goldman Sachs & Co. LLC or its affiliates (collectively. 'Goldman Sachs') and wd invest substantially all of its assets in Viola Growth III. L.P. ( 'Fund HID. The overview provided herein relates solely to the Access Fuld and does not constitute an oiler to sell or a solicitation of any offer to buy or any other marketing of any limited partner interests in Fund III. Investors in the Access Fund will not be limited partners in Fund Ill and will not have any of the rights of a limited partner in Fund III. Fund III will not be managed or otherwise controlled by Goldman Sachs. and an investment directly in Fund III is not an investment in a Goldman Sachs investment vehicle. Rod III will be managed by Viola (the 'Manager"), which is not an affiliate of Goldman Sachs. Except for information relating directly to Goldman Sachs. the information contained herein. inducing the desorption of Fund III. its management and investment strategies. has been provided to Goldman Sachs by the Manager. The views or opinions expressed in these materials are the views or opinions solely of the Manager. and Goldman Sachs neither agrees nor disagrees with those views and opinions. Goldman Sachs makes no representations. guarantees or warranties of any kind whatsoever regarding the materials provided by the Manager. Alternative Investments are suitable only for sophisticated investors for whom such investments do not constitute a complete investment program and who fully understand and are wing to assume the risks involved in Alternabve Investments. Alternative Investments by their nature. involve a substantial degree of risk, including the risk of total loss of an investor's capital. This strategy is Stable for investors who believe that there are benefits to be gained from investing in private securities. This strategy is not suitable for investors who cannot tolerate the lack of liquidity. Investors should understand that the Access Fund wit be investing in private searities and therefore the Access Fund's liquidity will be limited. Your capital will be put at risk and you may lose some or all of your Investment. Additionally. your investment xi be locked•up for a certain period of time. Your ability to redeem or transfer your investment or delay receipt of redemption or transfer proceeds may be limited. Private & Confidential — For Use with PWM Investors / Professional Investors Only EFTA00810642 Executive Summary Viola Growth Ill Access Asset Management Goldman Sachs seeks to provide access to Viola, an established and highly regarded investor in the Israeli technology sector • Viola Growth III Access LP and Viola Growth III Access Offshore LP (together, the 'Access Fund") will invest in Viola Growth III, L.P. (the 'Fund" or 'Fund III"), a private equity vehicle managed by the Viola Group ("Viola" or the "Firm") Strategy • The Fund will pursue expansion phase investments in global technology companies that are based in Israel or have strong connections to Israel • Viola seeks to invest in companies that cater to a large global market and will not invest in "local only" businesses • The Israeli market is characterized by (1) significant R&D expenditures representing 4.3% of GDP compared to 2.8% In the U.S. and (2) one of the highest proportional shares of scientists and engineers per residents in the world, leading Israel to produce nearly 1,200 new technology start-ups each year' Market • Israel has an increasingly dynamic M&A environment, with exits totaling approximately $22 billion in 2017 compared to Opportunity $700 million in 20102 • While Israel has an established venture capital and traditional buyout investing community, there are relatively fewer funds focused on growth equity investing • Founded in 1999 by Harel Beit-On, Avi Zeevi, Shlomo Dovrat, and the late Aharon Dovrat, Viola Group is an Israel-based investment firm that currently manages nearly $3 billion in AUM across five separately-managed strategies3 • The Firm has deep relationships within the community, recently hosting over 150 CEOs and founders of Israeli growth Team stage technology companies in Tel Aviv for the 2017 inaugural Israel Growth Summit • Established in 2008 by Harel Beit-On, Viola Growth is currently raising Fund III to continue the investment strategy and will primarily target companies with revenues over $10 million In the fields of cloud analytics, marketing, flntech, machine learning and cybersecurity Source: OECD. ?Source: IVC Research (as of 2017). Source: Gartner. 3As of December 31. 2017. Past performance does not guarantee future results, which may vary. There is no guarantee that these objectives wil be met. The Access Furd. unless otherwise noted, has not yet been launched. Some of the information contained herein may have been provided by the manager. Viola. and Goldman Sachs makes no representation as to its accuracy or completeness. Private & Confidential — For Use with PWM Investors / Professional Investors Only EFTA00810643 Preliminary Summary of Terms Viola Growth Asset Management Viola Growth III Access Viola Growth Ill. L.P. (Access Fund) (Fund III) Minimum Subscription St million $5 million 2.0% of commitments during the investment period, See underlying Fund III: no additional fees for the Management Fee' 2.0% of commitments reduced by contributions for realized Access Fund investments and write-offs thereafter See underlying Fund no additional fees for the Carried Interest' 20% carried interest, subject to a 5% preferred return Access Fund Investment Period Term will coincide with the term of Fund III 5 years Fund Term Term will coincide with the term of Fund III 10 years, subject to two successive 1-year extensions For illustrative purposes only. Investment terms are prebrnnary and are subject to change in accordance with the oflenng documents. The descriptions set forth above are a summary of certain proposed terms and are not intended to be complete. This should not be construed as providing any assurance or guarantee as to the actual terms of the proposed fund. Goldman Sachs has no obligation to offer such a fund. If such a product is offered. please carefully review the offering documents and any supplements thereto (copies of which will be available upon request) for a complete description of all information regarding the fund including the fund's structure. terms, and portfolio charactensbcs. prior to making an investment decision. 'Please see the Viola Growth III Access Private Placement Memorandum. Goldman Sachs will receive a placement fee on aggregate Viola Growth III Access commitments: please see the Viola Growth III Access Private Placement Memorandum. There are no separate fees for the Access Fund. Private & Confidential — For Use with PWM Investors / Professional Investors Only 2 EFTA00810644  Han Risk Considerations & Disclosures Viola Growth III Access Asset Management This overview is occidental and may not be reproduced or tnansferred, in whole or in part. to any other party that is not an employee. officer. director, or authorized agent of the recipient without the express written consent of Goldman Sachs. The material provided herein is for informational purposes only and deivered solely as reference material with respect to the Access Find. This overview does not constitute an offer to sell or a solicitation of an offer to buy any iterests in the Access Fund. Any offering of the Access Fund will occur only in accordance with the terms and conditions set forth in their Private Placement Memorandum. Prior to investing. investors are strongly urged to (a) carefully review the Private Placement Memorandum (including the risk factors deserted therein). the subscription agreement and as other documents pertaining to the Access Find. as well as the offering memorandum of Fund III. inducing the risk factors discussed in 'Risk Factors" contained in such offering memorandum (and which offering memorandum contains the beliefs. views and opinions solely of Viola as to which Goldman Sachs takes no responsibility and makes no representations or warranties of any kind whatsoever. except with respect to information relating drectly to Goldman Sachs). (0) ask such additional questions of Goldman Sachs Asset Management. L.P.. in its capacity as investment manager of the Access Find. as they deem appropriate and (c) discuss any prospective investment in the Access Fund with their legal and tax advisers in order to make an independent determination of the suitability and consequences of such an investment. Investment in the Access Fund is Stable only for sophisticated investors for whom an investment in the Access Fund does not constitute a complete investment program and wno fully understand. and are willing to assume. the risks involved in investing in the Access Fund. The possibility of partial or total loss of the Access Fund's capital exists. and prospective investors should not subscribe unless they can ready bear the consequences of such loss. My losses in the Access Fund will be borne solely by investors in the Access Fund and not by Goldman Sachs: therefore. Goldman Sachs' losses in the Access Fund MI be limited to losses attributable to the ownership interests in the Access Fund, if any. held by Goldman Sachs in its capacity as an investor in the Access Fund. Ownership interests in the Access Fund are not insured by the Federal Deposit Inswance Corponation, and are not deposits. obligations of. or endorsed or guaranteed in any way, by any banking entity. No person has been authorized to give any information a to make any representation, warranty, statement or assurance not contained in the Private Placement Memorandum and. it given or made. such other information or representation. warranty. statement or assurance may not be relied upon. Investors in the Access Fund will not be direct investors in or have contractual recourse against Find Ill or Viola. Limited Partners in Find III may receive additional information not provided to investors in the Access Fund. The offering of interests in the Access Fund Mil be made in reliance upon an exemption from registration under the Securities Act of 1933. as amended. for offers and sales of securities that do not involve a public offering. No public or other market will develop for the Access Fund's interests. which are higNy illiquid. Access Fund interests are not transferable without the consent of the general partner of the Access Fund. and the satisfaction of certain other conditions. including compliance with federal and state secuities laws. The Access Fund will not be registered as an investment company under the U.S. Investment Company Act of 1900. as amended (the "Investment Company Act'). The general partner of the Access Fund is requiring that each purchaser of interests in the Access Fund must be a 'qua/lied purchaser as defined in the Investment Company Act. Viola will impose significant fees. including incentive fees. on its investors (including the Access Fundy and such fees will reduce the Access Fund's returns. The Access Fund may invest in securities of non- U.S. issuers. These investments are subject to risks relating to the legal. regulatory, economic and political environments of the relevant country or region. Certain information contained herein constitutes 'forward- looking statements." which can be identified by the use of forward-looking terminology such as *may."will."should.- 'expect." 'anticipate: *protect."'estimate."intencr 'continue' or 'believe' or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties. actual events or results or the actual performance of the Access Fund and Fund III may differ materially and adversely from those reflected or contemplated in the forward-looking statements. See 'Risk Factors' in the offering memoranda of the Access Fund and of Find Ill. To the extent this presentation is used by Private Wealth Management, this presentation is intended only to facilitate your discussions with Goldman Sachs as to the opportunities evadable to ow Private Wealth Management clients. The presentation is not intended to be used as a general guide to investing. It makes no implied or express recommendations to purchase or sal a security or concerning the manner rt which any client's account should or would be handled. as finding the appropriate investment strategies for a client will depend upon the clients investment objectives. Prospective investors should not rely on the fact that certain of Goldman Sachs' partners and employees and/or Goldman Sachs' managed funds may invest in Fund III given. among other considerations. differing investment objectives, relative risk tolerance and the size of the expected investment relative to the entire investment portfolios of Goldman Sachs' partners and employees and/or Goldman Sachs' managed funds. If such investment is made, the fees and other terms on which Goldman Sachs' partners and employees and/or Goldman Sachs' managed funds may invest may differ from, and be more favorable than. the terms upon which other investors Mil invest inducing potentially reduced or waived fees. None of Goldman Sachs. its partners or employees. funds managed by Goldman Sachs. or any of the.r respective affiliates is makig any independent investment decision. analysis or recommendation on behalf of any prospective investor with respect to the substantive merits of a potential investment 3 Private & Confidential — For Use with PWM Investors / Professional Investors Only EFTA00810645 Risk Considerations & Disclosures Viola Growth III Access Asset Management in the Access Fund or the Access Fund's investment in Fund Ill and. therefore. except to the extent metered by law, none of Goldman Sachs. its partners or employees or their affiliates is acting as an adviser to investors, or has any fiduciary or other duty to investors, in connection with an investment in the Access Fund. Prospective investors in the Access Fund are responstle for making. and must make, their own assessment (together with their advisers) of the merits and risks of investing in the Access Fund. including by perfuming thee own legal. accounting and tax analysis of this offering. There may be conflicts of interest relating to Viola and Goldman Sachs. and between the Access Fund and thee service providers. inducing the investment manager and Goldman Sachs. who are engaged in businesses and have interests other than that of managing. distributing and otherwise providing services to the Access Fund. These activities and interests include potential multiple advisory. transactional, financial and other interests in securities and instruments that may be purchased or sold by Fund III, or in other investment vehicles that may purchase or see such securities and instruments. These are considerations of which investors in the Access Fund should be aware. Additional information relating to these conflicts is set forth er the applicable Private Placement Memorandum. Private equity investments are speculative, highly illiquid. involve a high degree of risk. have high fees and expenses that could reduce returns, and subject to the possibility of partial or total loss of fund capital: they are. therefore, intended for experienced and sophisticated long-term investors who can accept such risks. There can be no assurance that any objectives or targets stated in this material can be achieved; any targets provided are subject to change and do not provide any assurance as to future results. The ability of underlying funds to achieve their objectives or targets depends upon a variety of factors. not the least of Much are political. public market and economic conditions. My historical performance of individual partnerships shown is for informational purposes only and does not guarantee their future performance. which can vary considerably. The trading market for the securities of any portfolio investment of the underlying funds may not be sufficiently lipid to enable such funds to see such sectrities when it believes it is most advantageous to do so, or without adversely affecting the stock pica. In addition. such portfolio companies may be highly leveraged which leverage could have significant adverse consequences to these companies and the funds offered by AIMS Private Equity. Furthermore. restrictions on transferring interests in AIMS Private Equity funds may exist so prospective investors should be prepared to retain their investments in any AIMS Private Equity fund until the fund liqu dates. For a complete discussion of risks that are unique to a particular AIMS Private Equity fund. please refer to the respective fund's offering documents. which should be carefully reviewed prior to investing. Supplemental Risk Disclosure for MI Potential Direct and Indirect Investors in Hedge Funds and other private investment funds (collectively. "Alternative Investments") In connection with your consideration of an investment in any Alternative Investment. you should be aware of the 'cloning risks: Alternative Investments are subject to less regulation than other types of pooled investment vehicles such as mutual funds. Alternative Investments may impose significant fees, including incentive fees that are based upon a percentage of the realized and unrealized gains. and such fees may offset all or a significant portion of such Alternative Investment's trading profits. An individual's net returns may differ significantly from actual returns. Alternative Investments are not required to provide periodic pricing or valuation information. Investors may have fl ed rights with respect to their lwestments. including limited voting rights and participation in the management of the Alternative Investment. Alternative Investments often engage in leverage and other lwestment practices that are extremely speculative and involve a high degree of risk. Such practices may increase the volatility of performance and the risk of investment loss. inducing the loss of the entre amount that is invested. Alternative Investments may purchase instruments that are traded on exchanges located outside the United States that are 'principal markets' and are subject to the risk that the counterpart' will not perform with respect to contracts. Past performance does not guarantee future results. which may vary. The value of investments and the income derived from iwestments will fluctuate and can go down as well as up. A loss of principal may occur. Alternative Investments are offered in reliance upon an exemption from registration under the Semites Act of 1933. as amended. for ones and sales of sectaries that do not involve a public offering. No public or other market is available or will develop. Siniady, interests in an Alternative Investment are highly illiquid and generally are not transferable without the consent of the sponsor. and applicable securities and tax laws wM limit transfers. Alternative Investments may themselves invest in instruments that may be highly illiquid and extremely difficult to value. This also may limit you ability to redeem or transfer your investment or delay receipt of redemption or transfer proceeds. Alternative Investments are not required to provide their investors with periodic pricing or valuation information. Alternative Investments may involve complex tax and legal structures and accorcingly are only suitable for sophisticated investors. You are urged to consult with your own tax. accounting and legal 4 Private & Confidential — For Use with PWM Investors / Professional Investors Only EFTA00810646 Risk Considerations & Disclosures Viola Growth III Accese Asset Management • advisers regarding any investment in any Alternative Investment. Prospective investors should inform themselves as to any applicable legal requirements and taxation and exchange control regulations in the countries of their citizenship. residence or domiole which might be relevant. No Distribution: No Offer or Solicitation. This material may not, without Goldman Sachs' prior written consent. be (i) copied. photocopied or duplicated in any form, by any means. or 0) distributed to any person that is not an employee. officer, director. or authorized agent of the recipient. This material is not an offer a solicitation with respect to the purchase or sale of any security in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such offer or solicitation. UK Disclaimer This material is for your information only and is not intended to be used by anyone other than you. To the extent this presentation is used by Private Wealth Management. this presentation is intended only to (acetate your discussions with Goldman Sachs as to the opportunities available to our Private Wealth Management clients. This is not an offer or solicitation with respect to the purchase or sale of any security. This presentation is intended only to facilitate your discussions with Goldman Sachs International ('GSI'). who are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. as to the opportunities available to our retail clients. The presentation is not intended to be used as a general guide to investing. or as a source of any specific investment recommendations, and makes no implied or express recommendations concerning the manner in which any clients account should or would be handled. as finding the appropriate investment strategies for a client wi depend upon the dents investment objectives. This presentation does not constitute an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such offer or solicitation. It is the responsibility of any person or persons in possession of this material to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction. Prospective investors should inform themselves and take appropriate advice as to any applicable legal requirements and any applicable taxation and exchange control regulations in the countries of their citizenship, residence or domicile which might be relevant to the subscription. purchase. holdng. exchange. redemption or disposal of any investments. Information contained herein is believed to be reliable but no warranty is given as to its completeness or accuracy and views and opinions. whilst given in good faith. are subject to change without notice. GSI. andlor its affiliates (together 'Goldman Sachs") and its officers. directors, and employees. inducing persons rivolved in the preparation or issuance of this material. may from tine to time have 'long' or 'short' positions n. or buy or set. or otherwise have a material interest in. the vwestments mentioned herein or in related investments including. without limitation. securities, commodities. derivatives (inducing options) or other financial products of companies mentioned herein. In addition. Goldman Sachs may have served as manager or co-manager of a public offering of securities by any such company within the past 12 months ardor may be the only marital maker in relation to ',vestments mentioned herein andor may be providing significant advice or investment services in relation to investments mentioned herein or related investments or have provided such advice or services within the previous 12 months. Past performance is not a guide to future performance and the value of investments and the income derived from them can go down as well as in. Future returns are not guaranteed and a loss of principal may occur. Changes in exchange rates may cause the value of an investment to increase or decrease. Some investments may be restricted or illiquid. there may be no readily available market and there may be difficulty in obtaining reliable information about their value and the extent of the risks to which such investments are exposed. Certain investments, including warrants and similar securities, often involve a high degree of gearing or leverage so that a relatively small movement in price of the underlying security or benchmark may result in a disproportionately large movement. infavonable as well as favorable. in the price of the warrant or similar security. In addition. certain investments, including futures. swaps. forwards. certain options and derivatives. whether on or off exchange. may involve contingent liability resulting in a need for the investor to pay more than the amount originally invested and may possibly result in unquantihable further loss exceeding the amount invested. Transactions in over-the-counter derivatives involve addtionat risks as there is no market on which to close out an open position: it may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. Investors should carefully consider whether such investments are suitable for them in light of their experience. circumstances and financial resources. No part of this material may be i) copied. photocopied or duplicated in any form. by any means. or ii) redstributed without the prior written consent of GSI. Indies are urrnanaged, and the figures for the index do not reflect any fees or expenses. We strongly recommend that these factors be taken into consideration before an investment decision is made. Investors cannot invest directly in indices. References to market or composite indices, benchmarks or other measures of relative market performance over a specified period of time (*benchmarks') are provided by Goldman Sachs for your information purposes only. Goldman Sachs does not give any commitment or undertaking that the performance of your account(s) will equal. exceed or track any benchmark. 5 Private & Confidential — For Use with PWM Investors / Professional Investors Only EFTA00810647 Risk Considerations & Disclosures Viola Growth Ill Accese Asset Management GS may record telephone conversations and monitor emais between GS and you (and any of your authorised. connected or affiliated persons) for the purpose of evidencing your instructions. monitoring query of service. for compliance and security purposes. otherwise for GS's internal records or where required by Amicable Rules. This material has been approved for issue in the United Kingdom solely for the purposes of Section 21 of the Friancial Services and Markets Act 2000 by GSI. Peterborough Court. 133 Fleet Street. London EC4A 288. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority Certain aspects of the investment strategy described this presentation may from time to time kiciixle commodity interests as defined under applicable law. For investors based / receiving this document in the United Kingdom. This document may contact references to *non-mainstream pooled investments'. as darned in the UK fr iancial Conduct Auttoritis Handbook of Rules and Guidance (the 'FCA Handbook'). Non-mainstream pooled investments ildude (without limitation) unregulated collective investment schemes and certaM structured products. Where this document refers to non-mainstream pooled investments. this document and the non-mainstream pooled investments referred to within it has teen provided to you on the basis that you have demonstrated to Goldman Sachs that you fall within an exempt category of person to whom such an investment may lawfuly be promoted in accordance with the rules of the FCA Handbodc. including without limitation: a. Certified High Net Worth Investors: b. Professional or Eligible Counterparty clients: c. Certified Sophisticated Investors: d. Certified Self-Sophisticated Investors: or e. by virtue of this document amounting to an Excluded Communication. as such terms are defined in the FCA Handbook. II you are aware that the above exemptions do not apply or are no longer applicable to you. you must notify Goldman Sachs without delay and you must not pursue any of the investments highlighted in this document. Hongi<ong I Singapore This document has not teen delivered for registration to the relevant regulators or financial supervisory bodies n Hong Kong or Singapore. nor has its content been reviewed or approved by any financial supervisory body or regulatory authority. The information contained in this document is provided al your request and for your information only. It does not constitute an offer or invitation to subscribe for smithies or interests of any kind. Accordngly. unless permitted by the securities laws ol Hong Kong or Singapore. (i) no person may issue or cause to be issued this document. directly or indirectly. other than to persons who are professional investors. institutional investors. accredited investors or other approved recipients under the relevant laws or regulations (i) no person may issue or have in its possession for the purposes of issue. this document. or any advertisement, invitation or document relating to it. whether in Hang Kong. Singapore or elsewhere. which is directed at. or the contents of *hob are likely to be accessed by. the public in Hong Kong or Singapore and (iii) the placement of securities or retests to the public in Hong Kong and Singapore is prohibited. Before iwesting in securities or interests of any kind. you should consider whether the products are suitable for you. China I Indonesia I Phiieeines I Taiwan I Thaiand These materials are provided at you request and solely for your information. and in no way constitutes an offer. solicitation. advertisement or advice of, or in relation to. the relevant securities. kinds. or products by any of Goldman Sachs (Asia) LLC ('GSALLC") or Goldman Sadie (Singapore) Pte. (Company Number 193602165W) rGSPE') in any jurisdiction in which such activity is unlawful. or to any person to whom it is unlawful Please note that neither GSALLC.GSPE. nor any other entities involved in the Goldman Sachs Asset Management business or Private Wealth Management businesses. that provides material and information. or enters or will enter into the relevant transactions. maintain any licenses. authorisations or registrations in the People's Republic of Chkia. the Republic of Indonesia. the Phippines. Taiwan or Thailand. Not all services or products can be made available in such countries or regions. Any particular offer ol securities. funds or products may not have been. and may not be. registered with the relevant authorities and commissions in such countries or regions pursuant to relevant securities laws and regulations. and may therefore not be capable of being sold or offered n such countries or regions. The attached information is intended to be read by the addressee only. Before investing in securities or interests of any kind. you should consider whether the products are suitable for you. Private & Confidential — For Use with PWM Investors / Professional Investors Only 6 EFTA00810648 Risk Considerations & Disclosures Viola Growth III Access Asset Management India For Private Circulation Only This Document and the enclosures herein do not constitute an offer to see or a solicitation of an offer to buy the investment product described (the "Investment Product') to any person other than the persons whose names are set out herein. This Document and the enclosures are not. and should not be construed as. a prospectus or offering memorandum. The Investment Product is not beng offered for sale or subscription. but being privately placed with a limited number of prospective investors. and prospective investors must seek legal advice as to whether they are entitled to subscribe the Investment Product and must comply with all relevant local laws in this respect. The attached information is intended to be read by the addressee only. Australia This material is being disseminated in Australia by Goldman Sachs & Co ('GSCo'): Goldman Sachs International ('GSI'): Goldman Sachs (Sngapore) Pte ('GSSP') and/or Goldman Sachs (Asia) LLC ('GSALLC'). In Australia. this document. and any access to it is intended only for a person that has first satisfied Goldman Sachs that: • The person is a Sophisticated or Professional Investor for the purposes of section 708 of the Corporations Act 2001 (Coln) ("Corporations Act'); or • The person is a wholesale client for the purposes of section 761G of the Corporations Act. No offer to acquire any financial product or interest in any securities or interests of any kind is being made to you in this document. If financial products or interests in any securities or interests of any knd do become available in the future, the offer may be arranged by an appropriately licensed Goldman Sachs entity in Australia ii accordance with section 911A(2)(b) of the Corporations Act. My offer will only be made in cicumstances where cliscbsures axltor disclosure statements are not required under Part 6D.2 or Part 7.9 of the Corporations Act (as relevant). To the extent that any financial service is provided in Australia by GSCo, GSI, GSSP and/or GSALLC. those services are provided on the basis that they are provided only to 'wholesale clients", as defined for the paposes of the Corporations Act GSCo. GSI. GSSP and GSALLC are exempt from the requirement to hold an Australian Enancial Services Licence under the Corporations Act and do not therefore hold an Australian Financial Services Licence. GSCo is regulated by the Securities and Exchange Commission under US laws: GSI is regulated by the Financial Conduct Authority and the Prudential Regulation Authority under laws in the United Kingdom: GSSP is regulated by the Monetary Authority of Singapore under Singaporean laws: and GSALLC is regulated by the Securities and Fumes Commission under Hong Kong laws: all ol which atter from Australian laws. Any financial services given to any person by GSCo. GS'. incite GSSP in Australa are provided pursuant to ASIC Class Orders 0311100: 03/1099: and 0311102 respectively. Thank you for reviewing this presentation which is ntended for educational purposes. Please review the important information below. Our Relationship with Clients. We may ad as an advisor or as a broker-dealer depending on our relationship with you, and may act as both for some dents. Cur role and obligations will vary depending on the capacity in which we act. Where we act as an advisor. ow primary role is to give you advice. help you manage your investments or. where amicable. help you hire another advisor to do so. Where we act as a broker, our primary role is to execute trades for you based on your instructions and any advice we give you is incidental to our brokerage services. How we are compensated by you (and sometimes by issuers or managers of investments who compensate us based on what you buy) and how yow Private Wealth Management team is compensated wit vary dependng on whether you are classified as a professional or retail client. have an advisory or brokerage account and on the investments we or you make in your account. and may change over time. Please ask us questions to make sure you understand your rights and our obligations to you. the dfference between advisory and brokerage accounts and / or how we are compensated based on the capacity in which we act. We are part of a full-service, integrated investment banking. investment management, and brokerage firm. Other firm businesses may implement investment strategies that are different from the strategies used or recommended for your portfolio. Pricing and Valuations. Prices. some of which are provided by third-party pricing services, are not guaranteed for accuracy. currency. or as realizable values. Certain positions may appear without a price if Goldman Sachs is unable to obtain a price ancVor the security is not actively traded. Pricing sources and methods are available upon request and are subject to change. Investment Risks. Risks vary by the type of investment. For example, investments that involve futwes. equity swaps. and other derivatives. as well as non-investment grade secuities. give rise to substantial risk and are not available to or suitable for al investors. We have described some of the risks associated with certain investments below and. in certain cases. earlier in this presentation. Addtorial information regarding risks may be available in the materials provided in connection with specific investments. You should not enter into a transaction or make an investment unless you Private & Confidential — For Use with PWM Investors I Professional Investors Only 7 EFTA00810649 Risk Considerations & Disclosures Viola Growth III Across Asset Management and mama co n. Alternative Investments. Alternative nvestments may nvoNe a substantial degree of risk. including the risk of total loss of an investor's capital and the use of leverage, and therefore may not be appropriate for all investors. Private equity. private real estate. hedge funds and other alternative investments structured as private investment funds are subject to less regulation than other types of pooled vehicles and liquidity may be limited. Investors in private investment funds should review the Offering Memorandum. the Subscription Agreement and any other applicable disdosures for risks and potential conflicts ol interest. Terms and conditions governing private investments are contained in the applicable offering documents.whid, also include information regarcirg the liquidity of such investments. Mid, may be tinned. Conflicts of Interest. From time to time. Goldman Sachs may be an active participant on both sides of the market for the underlying securities, commodities, futures. options or any other derivative or instrument identical or related to those mentioned in this presentation (together 'the Investment"). Goldman Sachs at any time may have long or short positions in. or buy and sell Investments (on a principal basis or otherwise) identical or related to those mentioned in this presentation. Goldman Sachs hedging and tradrg activities may affect the value of the Investments. Goldman Sachs engages in market making, investing and lending businesses for its own account and the accounts of its affiliates in the same or simiar instruments underlying OTC derivative transactions (includng such trading as Goldman Sachs deems appropriate in its sole discretion to hedge its market risk in any OTC derivative transaction whether between Goldman Sachs and you or with thid parties) and such tradrg may affect the value ol an OTC derivative transaction. Entities Providing Services. This presentation is intended only to facilitate your discussions with the applicable Goldman Sachs entity inducing. but not limited to. Goldman. Sachs 8 Co.. Goldman Sachs International. Goldman Sachs AG. Goldman Sachs Bank (Europe) plc. Goldman Sachs Paris Inc. et Cie.. Goldman Sachs (Monaco) S.A.M.. Goldman Sachs Saudi Arabia. Goldman Sachs Bank AG. GS International Sucursal en Espana. Goldman Sachs (Asia) L.L.C. Goldman Sachs (Singapore) Pte (Company Number 198502165W). Goldman Sachs Australia Ply Ltd (ACN 006 797 897) and Brazil by Goldman Sachs do Brasil Banco mcripio S.A. as to the opportunities evadable to our private wealth management clients. In connection with its distribution n the United Kingdom. this material has been issued and approved by Goldman Sachs International which is authorised by the Prudential Regulation AuthoMy and regulated by the Financial Conduct Authority and Prudential Regulation Authority. This material has been approved for issue in the United IGngdom solely for the purposes ol Section 21 ol the Financial Services and Markets Act 2000 by Goldman Sachs International. Peterborough Court. 133 Fleet Street. 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