Driving Sustainable Growth

Disclosures

The material provided herein is for informational purposes only with respect to certain investment products that Goldman Sachs &Co. LLC or its affiliates may offer in the future. It does not constitute a direct or indirect offering or placement of units or shares under the Alternative Investment Fund Managers Directive (“AIFMD”) in any Goldman Sachs & Co. LLC product or any products of its affiliates (whether now existing or hereafter formed) to any investor in any jurisdiction, including any investor domiciled or with a registered office in the European Economic Area (“EEA”). Any such offering will be made only in accordance with the terms and conditions set forth in a private placement memorandum (the “Private Placement Memorandum”) pertaining to such products. AIFMD provides that any offering or placement of shares or units in an AIF to any investor domiciled or with a registered office in the EEA may only be made if certain registration and other formalities as set out in AIFMD are complied with in the relevant member states. No offering or placement of units or shares to investors domiciled or with a registered office in any member state of the EEA shall occur unless and until such requirements are satisfied and this presentation shall not constitute any such offering or placement.

Investment in a private investment product is suitable only for sophisticated investors for whom such investment does not constitute a complete investment program and who fully understand, and are willing to assume, the risks involved in such product. Private equity investments, by their nature, involve a substantial degree of risk, including the risk of total loss of an investor’s capital.

No person has been authorized to give any information or to make any representation, warranty, statement or assurance not contained in a Private Placement Memorandum relating to a particular product and, if given or made, such other information or representation, warranty, statement or assurance may not be relied upon.

The offering of interests in any product will 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 interests in such product. Such interests are generally not transferable without the consent of the general partner or other relevant manager of a product, and the satisfaction of certain other conditions, including compliance with federal and state securities laws. No product will be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and each purchaser of interests in a product must be a qualified investor.

Nothing contained in this overview shall be relied upon as a promise or representation regarding the historic, current or future position or performance of any GS Merchant Banking product or any investment referenced herein. In particular, no representation or warranty is made with respect to the reasonableness of any estimates, forecasts, prospects or returns, which should be regarded as illustrative only, or that any profits will be realized. Past performance is not a guide to future performance and the value of investments and the income derived from those investments can go down as well as up. Future returns are not guaranteed and a total loss of principal may occur.
The risks of an investment in a product comprising leveraged acquisitions, reorganizations, and private equity situations arise both from the risks associated with investments in leveraged acquisitions, reorganizations, and private equity situations, as well as from the risks attendant to such product’s ability to achieve its investment objectives. These risks will be described more fully in such product’s Private Placement Memorandum. Investors should be aware that the business of investing in leveraged acquisitions, reorganizations, and private equity situations is highly competitive. The results of the earlier investment partnerships organized by Goldman Sachs & Co. LLC or GS Merchant Banking were made at different times and in different environments, and are not indicative of the results that any current or future investment product may achieve. An investment product may make a limited number of investments. A consequence of a limited number of investments is that the aggregate returns realized by the investors of such product may be substantially adversely affected by the unfavorable performance of a small number of these investments. Furthermore, an investment product may not have fixed guidelines for industry diversification and investments may be concentrated in only a few industries.

The information provided in this overview should not be considered a recommendation to purchase or sell any particular security and should not be relied upon in whole or in part in making an investment decision or evaluating an investment or for any other purpose.

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, holding, exchange, redemption or disposal of any investments.

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. Economic and market forecasts presented herein reflect our judgment as of the date of this presentation and are subject to change without notice. Actual data will vary and may not be reflected here. These forecasts are subject to high levels of uncertainty that may affect actual performance. Accordingly, these forecasts should be viewed as merely representative of a broad range of possible outcomes. These forecasts are estimated, based on assumptions, and are subject to significant revision and may change materially as economic and market conditions change. Goldman Sachs has no obligation to provide updates or changes to these forecasts. These forecasts are not a reliable indicator of future performance.

Goldman Sachs does not provide legal, tax, or regulatory advice to prospective investors in any product, and each prospective investor is urged to discuss any prospective investment in a product with its legal, tax, and regulatory advisers in order to make an independent determination of the suitability and consequences of such an investment.

Distribution in the European Economic Area

In relation to each member state of the EEA (each a “Member State”) which has implemented Alternative Investment Fund Managers Directive (Directive (2011/61/EU)) (the “AIFMD”) (and for which transitional arrangements are not / no longer available), this Presentation may only be distributed and Fund may only be offered or placed in a Member State to the extent that: (1) the Fund is permitted to be marketed to professional investors in the relevant Member State in accordance with AIFMD (as implemented into the local law/regulation of the relevant Member State); or (2) this Presentation may otherwise be lawfully distributed and the Fund may otherwise be lawfully offered or placed in that Member State (including at the initiative of the investor).

In relation to each Member State of the EEA which, at the date of this Prospectus, has not implemented AIFMD, this Presentation may only be distributed and Fund may only be offered or placed to the extent that this Presentation may be lawfully distributed and the Fund may lawfully be offered or placed in that Member State(including at the initiative of the investor).

CERTAIN PUBLIC DISCLOSURE MATTERS FOR ALL INVESTORS

The information contained herein (including commercial and/or financial information) (collectively, the “Confidential Information”) is non-public, strictly confidential and proprietary in nature and may constitute trade secrets under applicable U.S. federal, state and/or non-U.S. laws, the disclosure of which could have adverse effects on, and could cause competitive harm to, Goldman Sachs, the Funds or current and future investments of the Funds. The Confidential Information includes a detailed account of investment strategy based on proprietary methods and techniques of financial analysis and valuation (collectively, the “Proprietary Information”), which is used in Goldman Sachs’ infrastructure investment and private equity businesses, including by the infrastructure investment team. This Confidential Information has been disclosed to prospective investors subject to such prospective investors’ promise that such information will be held confidential. The Proprietary Information provides Goldman Sachs with an advantage over others who do not know of or use such Proprietary Information and Goldman Sachs derives independent economic value from the fact that its methods and techniques are not widely known. Goldman Sachs has taken reasonable efforts to preserve the confidential nature of the Confidential Information (including the Proprietary Information) and to prevent such information from becoming available to persons other than those selected by Goldman Sachs. The divulgence of such information would cause substantial injury to Goldman Sachs’ competitive position. The Confidential Information was prepared by Goldman Sachs solely in connection with an offering of interests in the Partnership to prospective investors as described herein and may not be disclosed, reproduced or used for any other purpose. The Confidential Information may fall within an exception to public disclosure requirements under applicable U.S. federal, state and/or equivalent non-U.S. laws and the General Partner may try to prevent public disclosure of Confidential Information pursuant to such exceptions. To protect the sensitive nature of certain Confidential Information and in some cases based on the status of an investor (including investors that are subject to FOIA or similar state or local law ,rule or regulation), the General Partner will have the right to keep confidential from investors on a case-by-case basis any Confidential Information that the General Partner reasonably believes to be Proprietary Information the disclosure of which the General Partner reasonably believes is not in the best interest of the Partnership or could damage the Partnership’s investments or that the Partnership is required by law or by agreement with a third party to keep confidential. Any information provided by or on behalf of the Partnership must be promptly returned to Goldman Sachs upon request of the General Partner or Goldman Sachs. Upon receipt by a prospective investor of a request to make public disclosure about the Partnership, pursuant to any additional entity-specific laws, rules, regulations or internal policies, including FOIA or similar open records disclosure requirements, such investor is obligated to immediately send written notice to Goldman Sachs of the request. In addition, each investor will agree not to release any Proprietary Information pursuant to any such request without, to the maximum extent permitted by applicable law, first giving Goldman Sachs at least 30 days’ notice and providing Goldman Sachs with its reasonable cooperation in contesting, eliminating or otherwise mitigating the obligation to make such release.

Asia excluding Japan: Please note that neither Goldman Sachs Asset Management (Hong Kong) Limited (“GSAMHK”) or Goldman Sachs Asset Management (Singapore) Pte. Ltd. (Company Number: 201329851H ) (“GSAMS”) nor any other entities involved in the Goldman Sachs Asset Management business that provide this material and information maintain any licenses, authorizations or registrations in Asia (other than Japan), except that it conducts businesses (subject to applicable local regulations) in and from the following jurisdictions: Hong Kong, Singapore, Malaysia, India and China. This material has been issued for use in or from Hong Kong by Goldman Sachs Asset Management (Hong Kong) Limited, in or from Singapore by Goldman Sachs Asset Management (Singapore) Pte. Ltd. (Company Number: 201329851H) and in or from Malaysia by Goldman Sachs (Malaysia) Sdn Berhad (880767W).

European Economic Area (EEA): This material is a financial promotion disseminated by Goldman Sachs Bank Europe SE, including through its authorised branches ("GSBE"). GSBE is a credit institution incorporated in Germany and, within the Single Supervisory Mechanism established between those Member States of the European Union whose official currency is the Euro, subject to direct prudential supervision by the European Central Bank and in other respects supervised by German Federal Financial

Australia: This material is distributed by Goldman Sachs Asset Management Australia Pty Ltd ABN 41 006 099 681, AFSL 228948 (‘GSAMA’) and is intended for viewing only by wholesale clients for the purposes of section 761G of the Corporations Act 2001 (Cth). This document may not be distributed to retail clients in Australia (as that term is defined in the Corporations Act 2001 (Cth)) or to the general public. This document may not be reproduced or distributed to any person without the prior consent of GSAMA. To the extent that this document contains any statement which may be considered to be financial product advice in Australia under the Corporations Act 2001 (Cth), that advice is intended to be given to the intended recipient of this document only, being a wholesale client for the purposes of the Corporations Act 2001 (Cth). Any advice provided in this document is provided by either of the following entities. They are exempt from the requirement to hold an Australian financial services licence under the Corporations Act of Australia and therefore do not hold any Australian Financial Services Licences, and are regulated under their respective laws applicable to their jurisdictions, which differ from Australian laws. Any financial services given to any person by these entities by distributing this document in Australia are provided to such persons pursuant to the respective ASIC Class Orders and ASIC Instrument mentioned below.

•   Goldman Sachs Asset Management, LP (GSAMLP), Goldman Sachs & Co. LLC (GSCo), pursuant ASIC Class Order 03/1100; regulated by the US Securities and Exchange Commission under US laws.

•   Goldman Sachs Asset Management International (GSAMI), Goldman Sachs International (GSI), pursuant to ASIC Class Order 03/1099; regulated by the Financial Conduct Authority; GSI is also authorized by the Prudential Regulation Authority, and both entities are under UK laws.

•   Goldman Sachs Asset Management (Singapore) Pte. Ltd. (GSAMS), pursuant to ASIC Class Order 03/1102; regulated by the Monetary Authority of Singapore under Singaporean laws

•   Goldman Sachs Asset Management (Hong Kong) Limited (GSAMHK), pursuant to ASIC Class Order 03/1103 and Goldman Sachs (Asia) LLC (GSALLC), pursuant to ASIC Instrument 04/0250; regulated by the Securities and Futures Commission of Hong Kong under Hong Kong laws

No offer to acquire any interest in a fund or a financial product is being made to you in this document. If the interests or financial products do become available in the future, the offer may be arranged by GSAMA in accordance with section 911A(2)(b) of the Corporations Act. GSAMA holds Australian Financial Services Licence No. 228948. Any offer will only be made in circumstances where disclosure is not required under Part 6D.2 of the Corporations Act or a product disclosure statement is not required to be given under Part 7.9 of the Corporations Act (as relevant). 

Canada: This document has been communicated in Canada by GSAM LP, which is registered as a portfolio manager under securities legislation in all provinces of Canada and as a commodity trading manager under the commodity futures legislation of Ontario and as a derivatives adviser under the derivatives legislation of Quebec. GSAM LP is not registered to provide investment advisory or portfolio management services in respect of exchange-traded futures or options contracts in Manitoba and is not offering to provide such investment advisory or portfolio management services in Manitoba by delivery of this material.

Egypt: The securities discussed in the enclosed materials are not being offered or sold publicly in Egypt and they have not been and will not be registered with the Egyptian National Financial Supervisory Authority and may not be offered or sold to the public in Egypt. No offer, sale or delivery of such securities, or distribution of any prospectus relating thereto, may be made in or from Egypt except in compliance with any applicable Egypt laws and regulations.

European Economic Area (EEA): This marketing communication is disseminated by Goldman Sachs Asset Management B.V., including through its branches (“GSAM BV”). GSAM BV is authorised and regulated by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, Vijzelgracht 50, 1017 HS Amsterdam, The Netherlands) as an alternative investment fund manager (“AIFM”) as well as a manager of undertakings for collective investment in transferable securities (“UCITS”). Under its licence as an AIFM, the Manager is authorized to provide the investment services of (i) reception and transmission of orders in financial instruments; (ii) portfolio management; and (iii) investment advice. Under its licence as a manager of UCITS, the Manager is authorized to provide the investment services of (ii) portfolio management; and (ii) investment advice. Information about investor rights and collective redress mechanisms are available on www.gsam.com/responsible-investing (section Policies & Governance). Capital is at risk. Any claims arising out of or in connection with the terms and conditions of this disclaimer are governed by Dutch law. In Denmark and Sweden this material is a financial promotion disseminated by Goldman Sachs Bank Europe SE, including through its authorised branches ("GSBE"). GSBE is a credit institution incorporated in Germany and, within the Single Supervisory Mechanism established between those Member States of the European Union whose official currency is the Euro, subject to direct prudential supervision by the European Central Bank and in other respects supervised by German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufischt, BaFin) and Deutsche Bundesbank.

Japan: This material has been issued or approved in Japan for the use of professional investors defined in Article 2 paragraph (31) of the Financial Instruments and Exchange Law (“FIEL”). Also, Any description regarding investment strategies on collective investment scheme under Article 2 paragraph (2) item 5 or item 6 of FIEL has been approved only for Qualified Institutional Investors defined in Article 10 of Cabinet Office Ordinance of Definitions under Article 2 of FIEL.

New Zealand: This material is distributed in Australia and New Zealand by Goldman Sachs Asset Management Australia Pty Ltd ABN 41 006 099 681, AFSL 228948 (’GSAMA’) and is intended for viewing only by wholesale clients in Australia for the purposes of section 761G of the Corporations Act 2001 (Cth) and to clients who either fall within any or all of the categories of investors set out in section 3(2) or sub-section 5(2CC) of the Securities Act 1978, fall within the definition of a wholesale client for the purposes of the Financial Service Providers (Registration and Dispute Resolution) Act 2008 (FSPA) and the Financial Advisers Act 2008 (FAA),and fall within the definition of a wholesale investor under one of clause 37, clause 38, clause 39 or clause 40 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA) of New Zealand (collectively, a “NZ Wholesale Investor”). GSAMA is not a registered financial service provider under the FSPA. GSAMA does not have a place of business in New Zealand. In New Zealand, this document, and any access to it, is intended only for a person who has first satisfied GSAMA that the person is a NZ Wholesale Investor. This document is intended for viewing only by the intended recipient. This document may not be reproduced or distributed to any person in whole or in part without the prior written consent of GSAMA.

Switzerland: For Qualified Investor use only – Not for distribution to general public. This is marketing material. This document is provided to you by Goldman Sachs Asset Management Schweiz Gmbh. Any future contractual relationships will be entered into with affiliates of Goldman Sachs Asset Management Schweiz Gmbh, which are domiciled outside of Switzerland. We would like to remind you that foreign (Non-Swiss) legal and regulatory systems may not provide the same level of protection in relation to client confidentiality and data protection as offered to you by Swiss law.

Taiwan: This material is provided at your request for informational purposes only and does not constitute a solicitation in any jurisdiction in which such a solicitation is unlawful or to any person to whom it is unlawful. Not all services or products can be made available in Taiwan. The Goldman Sachs companies involved in any such activities do not maintain any licenses, authorisations or registrations in Taiwan. The services described herein may not be offered to Taiwan resident investors unless they are made available in and from a jurisdiction outside Taiwan.

United Kingdom: In the United Kingdom, this material is a financial promotion and has been approved by Goldman Sachs Asset Management International, which is authorized and regulated in the United Kingdom by the Financial Conduct Authority.

Confidentiality

No part of this material may, without Goldman Sachs Asset Management’s prior written consent, be (i) copied, photocopied or duplicated in any form, by any means, or (ii) distributed to any person that is not an employee, officer, director, or authorized agent of the recipient.