EFTA01078564.pdf

saths May 2015 DST Opportunities Access LP DST Opportunities Access Offshore LP ("DST Opportunities Access") This presentation is for your review only. DST Opportunities Access LP and DST Opportunities Access Offshore LP have not been launched yet. This presentation is delivered solely as reference material with respect to DST Opportunities Access LP and DST Opportunities Access Offshore LP, investment products that Goldman Sachs may offer in the future. The overview provided herein is delivered solely as reference material with respect to DST Opportunities Access LP and DST Opportunities Access Offshore LP and is for informational purposes only. It does not constitute an offer to sell or a solicitation of an offer to buy any interests in DST Opportunities Access LP or DST Opportunities Access Offshore LP: any such offering will occur only in accordance with the terms and conditions set forth in the offering memorandum pertaining to such partnership. Investments in DST Opportunities Access LP and DST Opportunities Access Offshore LP 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 all investors are strongly urged to consult with their own advisors regarding any potential strategy or investment. This overview is confidential and may not be reproduced or transferred. in whole or in part, to any other party without the express written consent of Goldman Sachs. Except for information relating directly to Goldman Sachs, the information contained herein. including the description of Digital Sky Technologies (-DST"), its management and its investment strategies has been provided to Goldman Sachs by DST. The views or opinions expressed are the views or opinions solely of DST. 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 DST and its funds. For Goldman Sachs International: for clients categorized as Professional Clients in accordance with the Markets in Financial Instruments Directive (Directive 2004/39/EC) only. PRIVATE AND CONFIDENTIAL - PWM CLIENT USE ONLY EFTA01078564  plhllllait Executive Summary SNIP, DST Opportunities Access (the "Fund") will seek to capitalize on the growth in the global Asset Internet industry by providing access to a leading manager Management • Founded by Yuri Milner in 2009, DST Global ("DST") is raising its fifth fund to pursue non- controlling investments in late-stage private companies in the global Internet industry with valuations of at least $500 million Manager • The investment team consists of five partners who collectively have almost 70 years of investment Overview experience • From 2009 until March 31, 2015, DST has invested approximately $5.3 billion across four funds and ten co-investments, resulting in a net IRR of 74%, a net multiple on capital of 2.6x and approximately $9.7 billion of gross proceeds from realizations' • DST has generated consistent top quartile performance across its funds and co-investments compared to Buyout & Growth and Venture2 benchmarks Attractive • The team's expertise is built on three pillars: (i) operational / founder knowledge of Yuri Milner; (ii) Investment broad experience of the investment team; and (hi) disciplined due diligence and research approach Highlights • Leveraging their global network, DST typically targets companies with the following investment characteristics: (i) category leaders; (ii) strong CEO / management teams; (iii) high secular growth; and (iv) a clear path to potential profitability Unique • 30% of capital raised will be invested in DST Global V3 ("DSTG V" or "Fund V"), the fifth fund Access Vehicle managed by DST Structure • 70% of capital raised will be invested in co-investments^ alongside DSTG V Al past funds and co-investment are closed to new investors. Al related performance is shown for illustrative purposes only and is not indicative or representative of Fund V's performance. Actual results may vary significantly. 'Source: See slide 16 of DST Overview presentation below. 2Top performance quartiling is representative and inclusive of individual performance reporting of al four DST funds and co-investments against Preqins Buyout & Growth and Cambridge's Venture benchmarks as of December 31. 2014. 3DST V has not yet held an initial closing. DST expects to hold a final close in December 2016 although no assurances can be made to this effect. 4The Fund wil :west in such co-investment opportunities through a DST managed oo.invest fund (the 'DST Co-invest Fund'). DST historical returns and investment team hiuhliahts are as ol March 31 2015. PRIVATE AND CONFIDENTIAL - PWM CLIENT USE ONLY EFTA01078565 DST Opportunities Access Structure Asset Management DST Opportunities Access 30% allocated to DSTG V 70% allocated to co-investments alongside DSTG V' DST Opportunities Access will participate in co- investments offered by DST during the DSTG V ■ Fund V expects not to make an investment period, subject to the followings: investment less than $10 million or greater than $100 million2 in any 1. Co•investments must be in a new or existing single portfolio company portfolio company of DSTG V where the total co- investment amount offered to all co-investors is at least $25 million • Fund V expects only to make investments in companies that have 2. Commitment of DST Opportunities Access to any DSTG V pre-money valuations of at least $500 one co•investment will be at least equal to DST Co-investment Investment million Opportunities Access' Pro Rata° but capped at Parameters 50% of the amount of the transaction sourced by Parameters ■ Fund V's primary strategy for exiting DST investments is through an IPO or sale 3. No single co•investment (including follow-on to a strategic buyer opportunities) shall represent more than 20% of total capital committed to the DST Co-Invest Fund • Typical expected exit timeframe is (without GSAM approval) three to five years post investment 4. DST has discretion on sizing of the investment by the DST Co-Invest Fund in each co•investment opportunity Note: For illustrative purposes only. Investment terms are preliminary and are subject to change in accordance with the offering 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 provi ng any assurance or guarantee as to the actual terms of the proposed fund. Goldman Sachs has no obligation to offer such a fund. d such a product is offered. please carefully review the offering documents and any supplements thereto (copies of which will be evadable upon request) for a complete description of all information regarding the fund including the fund's structure, terms. and portfolio characteristics. prior to making an investmeM decision. 'Co-investments vrill be managed by the DST team and such co- investments will be made through the DST Co-invest Fund. 2DSTG V may seek to invest greater than $100 million or less than $10 miton in a single porffebo company or invest with a valuation under $500 million with the approval of its limited partner advisory board. 3DST will make determinations as to the composition of the DST Co-invest Fund's portfolio. subject to the parameters herein. 'DST Opportunities Access Pro Rata shat be defined as the ratio of DST Opportunities Access' commitment to DSTG V over total investor commitments to DSTG V. 2 PRIVATE AND CONFIDENTIAL- PWM CLIENT USE ONLY EFTA01078566  Gokbean Summary of Terms mac DST Opportunities Access LP and DST Opportunities Access Offshore LP Asset Management Target Fund Size $500 million - $1 billion Investment Manager GSAM Structure Onshore (Delaware) and Offshore (Cayman) vehicles DSTG V: 2.0% per annum on committed capital during investment period; 2.0% per annum on invested capital post investment period. Management Fee' DST Co-Invest Fund: 1.5% per annum on capital invested in co-investment2 GS will share in a portion of the management fees. DSTG V: 20.0°i: (preferred return of 8% compounded annually4) Performance Fee' DST Co-Invest Fund: 20.0°/03 (preferred return of 8% compounded annually') Minimum Subscription $1,000,000 Investment Period 36 months from final close of DSTG V Fund Term 6 years from final close of DSTG V (with certain extension options) Timing Final close of DST Opportunities Access anticipated June 2015 Note: For illustrative purposes only. Investment terms are preliminary and are subject to change in accordance with the offering 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 fwd. If such a product is offered. please carefuly review the offering documents and any supplements thereto (copies of which will be available upon request) for a complete description of all ilformation regarding the fund including the fund's structure, terms, and portfolio characteristics. prior to making an investment decision. 'The management fee and carried interest are payable by the Fund. GS ad share in a portion of the management fees. tThe management fee and carried interest charged on co-investments are charged deal by deal with carried interest charged on co-investments subject to clawback to cost. GS or its affiliates and DST or its afSiates will receive a portion of such carried interest charged on such co-investment. 3The share of profits from a successful investment paid to the manager after returning the initial investment and any agreed upon preferred return to the investors includng co-investments."The minimum rate of return that the investors must achieve before carried interval is permitted. Once hurdle is achieved, the general partner receives a catch-up retum. 3 PRIVATE AND CONFIDENTIAL- PWM CLIENT USE ONLY EFTA01078567  =MA Summary of Risks and Other Considerations DST Opportunities Access LP and DST Opportunities Access Offshore LP Asset Management An investment in the Fund involves substantial risks. The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Fund and additional risks or uncertainties may adversely affect the Fund or the value of an investment in the Fund. Prospective investors should read the Placement Memorandum of the Fund and the Partnership Agreement of the Fund and all other documents pertaining to the Fund and consult with their own advisors before deciding whether to invest in the Fund. Adverse effect of economic conditions and credit market otislocation. The Fund may be adversely affected by uncertainty in the financial markets and economic conditions around the world, some of which may magnify the risks described in the Placement Memorandum and have other adverse effects. Partial or total loss of a Limited Partner's investment. The Fund is intended for long-term investors who can accept the risks associated with investing in illiquid securities. Limitations on the withdrawal and transfer of LP interests. Prospective investors should not invest unless they are prepared to retain their LP Interests in the Fund until the Fund liquidates. Illiquidity of the Fund's investments: distributions in-kind. The portfolio investments may be illiquid and long-term. Inability to meet investment objective or investment strategy. The success of the Fund depends on DSTs ability to identify and select appropriate investment opportunities. as well as the ability to acquire and manage those investments. The Fund's investment flexibility may be constrained by confidentiality concerns. In the course of its investment process. the Fund may be required to enter into confidentiality agreements with current or potential portfolio investments that would prohibit the Fund andfor the limited partners from publicly disclosing sensitive information relating to these portfolio investments. Restrictions on investments. The Fund may be limited in its ability or unable to invest in certain types of investments due to preferences or rights-of-first-refusal that have been or will be granted in favor of others. 4 PRIVATE AND CONFIDENTIAL - PWM CLIENT USE ONLY EFTA01078568 Disclosures Asset Management This overview is conlidentia: and may not be reproduced or transferred, in whole or in pan. 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 delivered solely as reference material with respect to DST Opportunities Access. This overview does not constitute an offer to sell or a soliolation of an offer to buy any interests in DST Opportunities Access. Any effecting of DST Opportunities Access will occur only in accordance with the terms and conditions set forth in its Private Placement Memorandum. Prior to :westing. iwestors are strongly urged to (a) carefully review the Private Placement Memorandum (including the risk factors described therein). the subscrplion agreement and a other documents pertaining to DST Opportunities Access. inducing the risk factors contained in such effecting memorandum (and which offering memorandum contains the beliefs. views and opinions solely of DST as to which Goldman Sachs takes no responsibility and makes no representations or warranties of any kind whatsoever). (b) ask such additional questions of Goldman Sachs Asset Management. LP.. in its capacity as investment manager of DST Opportunities Access. as they deem appropriate and (c) discuss any prospective investment in DST Opportunities Access with their legal and tax advisers in order to make an independent determination of the suitability and consequences of such an investment. Investment in DST Opportunities Access is suitable only for sophisticated investors for whom an investment in DST Opportunities Access does not constitute a complete investment program and who fully understand, and are willing to assume, the risks involved in investing in DST Opportunities Access. The possibility of partial or total loss of DST Opportunities Access's capital exists. and prospective investors should not subscribe unless they can readily bear the consequences of such loss. Any losses in DST Opportunities Access will be borne solely by investors in DST Opportunities Access and not by Goldman Sachs: therefore. Goldman Sachs' losses in OST Opportunities Access will be limited to losses attributable to the ovmership interests in DST Opportunities Access. if any. held by Goldman Sachs in its capacity as an investor in DST Opportunities Access. Ownership interests in DST Opportunities Access are not insured by the Federal Deposit Insurance Corporation. arid 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 or 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. The offering of interests in DST Opportunities Access will be made in reliance upon an exemption from registration under the Securities Act of 1933. as amended (the 'Securities Act'). for offers and sales of searities that do not involve a public offering. No public or other market will develop for DST Opportunities Access interests. Mich are highly illiquid. DST Opportunities Access interests are generally not transferable without the consent of the general partner of DST Opportunlies Access. and the satisfaction of certain other conditions. inducing compliance with federal and state securities taws. DST Opportunities Access 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 DST Opportunities Access is reoUring that each purchaser of interests in DST Opportunities Access must be a "qualified purchaser as defined in the Investment Company Ad and an 'accredited investor' as defined in Regulation D wider the Searities Act. DST Opportunities Access will impose a management fee of 2% on committed capital during the investment period and 2% on nvested capital post the nvestment period with a 20% carry (preferred return of 8% compounded annually) for the 30% of the DST Opportunities Access capital allocated to DSTG V and a management fee of 1.6% on invested capital (by the DST Co-invest Fund ) with a 20% cant' (preferred return of 8% compounded annually) for the 70% of the DST Opportunities Access capital allocated to the OST Co-invest Fund an its investors (including DST Opportunities Access). and such fees will reduce DST Opportunities Access's retums. There will also be fees at the OST Opportunities Access level. The LPs a bear expenses of DSTG V and the DST Go-invest Fund. GS or it affiliates and DST or its affiates will receive a portion of such management fee and carried interest charged on co-lvestments. DST Opportunities Access may invest in securities of non.U.S. issuers. These ',vestments 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.' 'project."estimate."intend."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 DST Opportunities Access and DSTG V and DST Co.inved Fund each may differ materialy and adversely from those reflected or contemplated in the fonvard.looking statements. Any historical performance inferred from the information contained herein is not indicative of future perfamance, which can vary considerably. In general, past performance is not a guide to future performance arid the value of investments and the income derived from those rivestments can go down as well as up. Future returns are not guaranteed and a loss of principal may occur. 5 PRIVATE AND CONFIDENTIAL - PWM CLIENT USE ONLY EFTA01078569 Disclosures (cont'd) Asset Management The ability of DST Opportunities Access to achieve any targets or expectaions stated herein depends upon a variety of factors, not the least of which are political, public market and economic conditions. The trading market for the securities of any portfolio imestment of DST Opportunities Access may not be sufficiently liquid to enable DST to sell such securities when it believes it is most advantageous to do so. or without adversely affecting the stock price. VoWOW in political. market or economic conditions. including an outbreak or escalation of major hostilities. terrorist actions or other significant national or international calamities could have a material adverse effect upon DST. the firm, and consequently DST Cpportinities Access. There can therefore be no assurance that the returns discussed in this overview (historical, expected or otherwise) can be achieved in the future. 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 available to Ott Private Wealth Management aents. The presentation is not intended to be used as a general guide to investing. It makes no implied or express recommendations to purchase or set a security or concernin the manner SI 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 may invest in DST Opportunities Access 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. tf such investment is made. the fees and other terms on which Goldman Sachs' partners and employees may invest may differ from. and be more favorable than. the terms upon which other investors ad invest including potentially reduced or waived fees. None of Goldman Sachs, is partners or employees or their affiliates is making any independent investment decision analysis or recommendation on behalf of any prospectve investor with respect to the substantive merits of a potential investment in DST Opportunities Access and. therefore. except to the extent required by law. none of Goldman Sachs. es partners or employees or their affiliates is acting as an adviser to lwestors, or has any fiduciary or other duty to investors. in connection with an investment in DST Opportunities Access. Prospective investors in DST Opportunities Access are responsible for making, and must make. their awn assessment (together with their advisers) of the merits and risks of investing in DST Opportunities Access. inducing by performing their own legal. accounting and tax analysis of this offering. There may be conflicts of interest relating to DST. the firm, and Goldman Sachs. and between DST Opportunities Access and its service providers. including 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 DST Opportunities Access. These activities and interests include potential multiple advisory. transactional. financial and other interests in securities and instruments that may be purchased or sold by DST. the firm. or in other investment vehicles that may purchase or sal such sectrilies and instruments. These are considerations of which investors DST Opportunities Access should be aware. Additional information relating to these conflias is set forth in the applicable Private Placement Memorandum. Supplemental Risk Disclosure for All 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 folowing 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. inducing 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 tetras. Alternative Investments are not required to provide periodic pricing or valuation information. Investors may have limited rights with respect to their investments, including limited voting rights and participation in the management of the Alternative Investment. Alternative Investments often engage in leverage and other investment 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. including the loss of the entire amount that is invested. Mtemative Investments may purchase instruments that are traded on exchanges located outside the United States that are 'principal markets' and are aubiect to the risk that the counterparty 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 investments will fluctuate and can go down as well as up. A loss of principal may OCCIN. 6 PRIVATE AND CONFIDENTIAL- PWM CLIENT USE ONLY EFTA01078570 Disclosures (cont'd) Asset Management Alternative Investments are offered in reliance upon an exemption from regis:raton under the Semites Act of 1933. as amended. for offers and sales of secuffies that do not involve a public offering. No pubic or other market is available or will develop. Similarly. interests in an Alternative Investment are highly illiqted and generally are not transferable without the consent of the sponsor. and applicable seasities and tax Luis will 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 am only suitable for sophisticated investors. You are urged to consult with your own tax. accounting and legal 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 domicile which might be relevant. EMEA This document is a marketing communication and is issued and approved tor the purposes of Section 21 of the Financial Services and Markets Act 2000 by Goldman Sachs International. Goldman Sachs International. whose registered office is Peterborough Court. 133 Fleet Sheet. London EC4A 28B is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Hong Kong I Singapore This document has not been delivered for registration to the relevant regulators or financial supervisory bodies in 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 searities or interests of any kind. Accorcingly. unless perrritted by the securities laws of 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 Hong Kong, Singapore or elsewhere. which is directed at. or the contents of which are likely to be accessed by. the public ri Hong Kong or Singapore and (iii) the placement of securities or interests to the public in Hong Kong and Singapore is prohibited. Before investing in securities or interests of any kind. you should consider whether the products are suitable for you. China I Indonesia I Philippines I Taman I Thailand 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. hinds. or products by any of Goldman Sachs (Asia) LLC ('GSALLC") or Goldman Sachs (Singapore) Pte. (Company Number 198602165W) CGSPE*) 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 Gokknan 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, authorizations or registrations in the People's Republic of Chita. the Republic of Indonesia. the Philpoines. Taiwan or Thailand. Not all services or products can be made available in such countries or regions. Any particular offer of 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 in such countries or regions. The attached nformation 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. India: For Private Ciculation Only This Document and the enclosures herein do not constitute an offer to sell 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 hereri. This Document and the enclosures are not, and should not be construed as, a prospectus or offering memorandum. The Investment Product is not berg 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 withal relevant local laws in this respect. The attached information is intended to be read by the addressee only. 7 PRIVATE AND CONFIDENTIAL- PWM CLIENT USE ONLY EFTA01078571 Disclosures (cont'd) Asset Management Australia This material is twang disseminated in Australia by Goldman Sachs 8 Co (-GSCo'): Goldman Sachs International NSF,: Goldman Sachs (Singapore) Pta ('GSSP') ands Goldman Sachs (Asia) LLC ('GSALLC'). n Australia. this document. and any access to it. is intended any 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 (Cth) (•Corporations Act•); at • The person is a wholesale cbent 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 bid do become available in the future. the offer may be arranged by an appropriately licensed Goldman Sachs entity in Australia it accordance with section 911A(2)(b) of the Corporations Act. My offer will only be made in circumstances where disclosures andbr disclosure statements we not required under Part 6D.2 or Part 7.9 ol the Corporations Act (as relevant). To the extent that any financial service is provided in Australia by GSCo. GSI. GSSP andtor GSALLC. those services are provided on the basis that they we provided only to 'wholesale clients'. as defined for the purposes ol the Corporations Ad. GSCo. GSI. GSSP and GSALLC am exempt from the requirement to hold an Australian Financial Services License wider the Corporations Act and do not therefore hold an Australian Financial Services License. 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 Futures Commission under Hong Kong laws; all ol which differ from Australian laws. Any financial services given to any person by GSCo. GSI. ancifor GSSP in Australia are provided pursuant to ASIC Class Orders 0311100: 0311099: and 0311 102 respectively. Effacia8211.faillid2C0M0CH: The blowing table provides a sirnpklied example of the effect of management and incentive fees on portfolio returns. For example. assume a portfolio has a steady investment return, gross ol fees, of 0.5% per month and total management fees of 0.1042% per month of the market value of the portfolio on the last day ol the month and incentive fees ol 5% of net profits. Management fees and incentive fees are deducted from the market value of the portfolio on that day. There are no cash flows during the period. The table shows that. assuming that other factors such as investment return and fees remain constant. the ddference increases due to the compounding effect over time. Of course. the magnitude ol the difference between gross-of-fee and net-of-fee returns will depend on a variety of factors. and the example has been -dent only simplified. Period Gross Return Net Return Differential I year 6.17% 4.61% 1.56% 2 years 12.72% 9.43% 3.29% 10 years 8114% 56.89% 25.05% Past performance does not guarantee future results, which may vary. The value of investments and the income derived from investments will fluctuate and can go down as well as up. A loss of principal may occur. Confidentiality No part of this material may. without GSAMs prior written consent. be (i) copied. photocopied or duplicated in any form, by any means. or (li) distributed to any person that is not an employee. officer. director. or authorized agent of the recipient. O2015 Goldman Sachs. All rights reserved. Compliance Code Onshore: Compliance Code Offshore: 162146.PEG.TMPU5.2015 8 PRIVATE AND CONFIDENTIAL - PWM CLIENT USE ONLY EFTA01078572 DST The attached information has been provided to Goldman Sachs by third party sources. Goldman Sachs was not involved in its preparation and is not responsible for the content. accuracy, completeness or fairness of such information. Goldman Sachs makes no representations, guarantees or warranties of any kind whatsoever regarding such information. Any such information is intended for information purposes only, and any views or opinions expressed therein are the views or opinions of that third party. Goldman Sachs has relied upon and assumed (without independent verification) the accuracy and completeness of such information and neither agrees nor disagrees with the contents herein. DST Overview Private & Confidential May 2015 THE INFORMATION CONTAINED IN THIS PRESENTATION MUST BE KEPT STRICTLY CONFIDENTIAL. NOTHING CONTAINED HEREIN SHOULD BE DEEMED TO BE A PREDICTION OR PROJECTION OF FUTURE PERFORMANCE. THIS PRESENTATION IS NEITHER ADVICE NOR A RECOMMENDATION TO ENTER INTO ANY TRANSACTION. THIS DOCUMENTDOES NOT CONSTITUTE AN OFFER TO SELL. OR THE SOLICITATION OF AN OFFER TO BUY. ANY SECURITIES. WHICH WILL ONLY BE MADE THROUGH WRITTEN OFFERING DOCUMENTS. NO LEGAL OBLIGATION IS CREATED HEREBY. PRIVATE AND CONFIDENTIAL- PWM CLIENT USE ONLY EFTA01078573  DST This Presentation is for general reference and discussion purposes only and was provided only to Goldman Sachs on the understanding that it has the professional experience of participating in unregulated collective investment schemes such that interests in DST Global V.M. and its parallel funds (together. the 'Fund') may lawfully be marketed to Goldman Sachs. This Presentation is not directed at any other person, and no other person should rely or act on the information contained in it. This Presentation is being issued to Goldman Sachs on a confidential basis with the understanding that it will be presented to certain other persons as a reference tool. Any reproduction or distribution of this Presentation in whole or in part, or the disclosure of any of its contents, without the prior consent of DST Managers V Limited (the 'General Partner"), is prohibited. This Presentation is not intended to and does not constitute an offer to sell or a solicitation of an offer to purchase of interests in the Fund, which will only be made pursuant to the private placement memorandum for the Fund (-PPM*), which will contain material information not included herein. No representation is made and no warranty is given, express or implied. as to the accuracy of the information contained in this Presentation, which is subject to amendment and updating. and may not be complete. This Presentation contains information about the performance of previous investments by entities advised by or affiliated with the General Partner. Unrealised investments may not be realised at the valuations shown and past performance is not a reliable indicator of future performance. The information contained in this Presentation is not intended to provide and should not be relied upon for accounting. legal or tax advice or investment recommendations. Each investor in the Fund or any other vehicle investing in the Fund should consult its tax, legal. accounting or other advisors about the issues discussed herein. No responsibility or liability is accepted for any of the information contained in this Presentation. Unless otherwise noted, information provided herein is current as of end of March 2015. The General Partner shall not have any obligation to update any such information in this Presentation. An investment in the Fund involves significant risks and uncertainties. In particular, each investor in the Fund or any other vehicle investing in the Fund should be aware that an investment in the Fund will be highly illiquid and investors must be prepared to bear the risks of investment for the full term of the Fund. Investment performance may be volatile and an investor may lose all amounts invested. If in doubt, investors in the Fund or any other vehicle investing in the Fund should obtain independent investment advice. See risk factors and disclosures