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Disclosures required under Article 37 of Japan’s Financial Instruments and Exchange Law
When transactions involving financial instruments are being discussed in conjunction with this document, you should thoroughly read the all the materials on financial instrument transactions in addition to this document. When entering into a transaction involving financial instruments, you may be required to pay a predetermined commission fee on specific instruments (for example, in the case of equities, a brokerage commission based on the commission rate agreed between you and Goldman Sachs plus consumption tax, and in the case of investment trusts, sales commission fees predetermined per individual product and general fees such as trust fees). All financial instruments entail particular risks, and holders of these instruments can incur significant losses or payment obligations as a result of changes in domestic or overseas political, economic, or financial conditions, foreign exchange markets, equities markets, commodity markets, interest rate levels, the creditworthiness of the issuer, and other underlying assets designated as reference indices. Furthermore, in the case of transactions involving derivatives, Goldman Sachs will require you to deposit an agreed sum as a security deposit, and may require additional security deposits, and the amount of the transaction may exceed the amount of the security deposit. (The proportion of the security deposit relative to the notional amount of the transaction could not be calculated unless the terms and conditions of the transaction have been determined) Changes in the underlying assets designated as reference indices mentioned above may result in losses or payment obligations in excess of the security deposit. Furthermore, difference may exist between the equivalent of bid price and offer price described under Article 6-1, No. 6 of the Enforcement Order for the Financial Instruments and Exchange Law, depending on the type of transaction. Inherent risks and commission fees differ for each instrument. Please read the pre-trade documentation, prospectus or customer information thoroughly. A copy of the prospectus can be obtained from your Goldman Sachs salesperson. Some instruments carry rights which could be exercised during a specific period. Please remember that the period during which rights could be exercised is limited. In the case of instruments with early cancellation, automatic or other early termination clauses, the transaction may terminate before the original maturity date.
Goldman Sachs Japan Co., Ltd. is a Financial Instrument Dealer registered with the Kanto Financial Bureau under registration number Kinsho 69, and a member of Japan Securities Dealers Association, The Financial Futures Association of Japan, and Type II Financial Instruments Firms Association, The Investment Trusts Association Japan, Japan Investment Advisers Association.
Notice to Specified Investors (tokutei toushika) Who Can Opt To Be Reclassified as General Investors (ippan toushika)
If you are a specified investor who can opt to be reclassified as a general investor, you are entitled to apply to be treated as a general investor in respect of the contracts regarding financial instruments business for each of the following contract categories: (1) contracts for securities transactions, etc., (2) contracts for derivatives transactions, etc. (Note: If you intend to apply to be classified and treated as a General Investor, please notify your GSJCL salesperson accordingly so that we may deliver to you the application form.)
Credit Ratings
If any credit ratings are contained in this material, those that have been issued by Japan Credit Rating Agency, Ltd. (JCR) or Rating and Investment Information, Inc. (R&I) are credit ratings that have been issued by a credit rating agency registered in Japan (registered credit ratings). Other credit ratings are unregistered unless denoted as being registered. Before using unregistered credit ratings to make investment decisions, please carefully read “Explanation Regarding Unregistered Credit Ratings” ( http://www.gs.com/disclaimer/ratings.html ).
IOI (Indications of Interest)
Goldman Sachs Japan Co., Ltd. (hereinafter “GSJCL”) and third party brokers appointed by GSJCL to execute clients’ orders have discretion in how best to execute your order in line with the GSJCL “Best Execution Policy” and in deciding whether, and if so, when, how and to whom to publish or advertise existing or expected orders by the transmission of indications of interest via certain vendors or other means such as FIX, except where a client has expressly requested GSJCL not to do so. In order to manage the level of exposure of order information to other clients and counterparties, the transmission of indications of interest may be delayed and may differ from the actual orders in terms of showing a lower quantity or having modifications or omissions of other order instructions. Also, the length of these time delays and the decrease of order quantities may vary depending on the client receiving the IOI based on factors that GSJCL, acting in good faith and in a commercially reasonable manner, deems appropriate.
Where applicable, GSJCL applies the standards set out in the AFME/IA Framework for Indications of Interests. GSJCL categorizes IOIs as Natural or Principal, as well as being marked with the applicable sub-class where required. For clients that have bespoke requirements or do not have the technical capability to allow for sub-class categorization, GSJCL reserves the right to customize the IOIs as agreed with the client. IOIs may be marked as C:1 or C:2 based on a firm indication of specific client interest to trade. For IOIs in sub-class H:1 or H:2, and in line with the AFME/IA guidance for these two sub-classes, GSJCL reserves the right to reverse the trade in the market in the normal course of its market making and related hedging activities, in a manner that is not designed to be detrimental to the market. For further information on the meaning of these qualifiers, please contact your sales coverage.
Other Notices
See http://www.gs.com/swaps-related-disclosures for important disclosures relating to U.S. Commodity Futures Trading Commission (CFTC)-regulated swap transactions.
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Global Disclaimer for Risk Disclosure
(see http://www.gs.com/disclaimer/salesandtrading/index.html for additional languages)
This material has been prepared by personnel in the the Goldman Sachs FICC and Equities business units of one or more affiliates of The Goldman Sachs Group, Inc. (“Goldman Sachs”) and is not the product of Global Investment Research. It is not a research report and is not intended as such.
Interest Rate Benchmark Transition Risk Disclosure: LIBOR and several other benchmark interest rates will likely soon stop being published and be replaced by alternative rates, or will be subject to substantial reform. Please refer to the Interest Rate Benchmark Transition Notice for more details.
Non-Reliance and Risk Disclosure: This material is for the general information of our clients and is a solicitation of derivatives business generally, only for the purposes of, and to the extent it would otherwise be subject to, CFTC Regulations 1.71 and 23.605. This material should not be construed as an offer to sell or the solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. We are not soliciting any specific action based on this material. For the purposes of U.S. rules and regulations, it does not constitute a recommendation or take into account the particular investment objectives, financial conditions, or needs of individual clients. Before acting on this material, you should consider whether it is suitable for your particular circumstances and, if necessary, seek professional advice. The price and value of the investments referred to in this material and the income from them may go down as well as up, and investors may realize losses on any investments. Past performance is not a guide to future performance. Future returns are not guaranteed, and a loss of original capital may occur. We do not provide tax, accounting, or legal advice to our clients, and all investors are advised to consult with their tax, accounting, or legal advisers regarding any potential investment. The material is based on information that we consider reliable, but we do not represent that it is accurate, complete and/or up to date, and it should not be relied on as such. Opinions expressed are our current opinions as of the date appearing on this material only and only represent the views of the author and not those of Goldman Sachs, unless otherwise expressly noted.
Material May Be Outdated: This material is produced as of a particular date. Accordingly, this material may have already been updated, modified, amended and/or supplemented by the time you receive or access it. Goldman Sachs is under no obligation to notify you of such changes and you should discuss this material with your Goldman Sachs representative to ensure such material has not been updated, modified amended and/or supplemented.
Risk Disclosure regarding Futures, Options, Equity Swaps, and Other Derivatives as well as Non-Investment-Grade Securities and ADRs: Please ensure that you have read and understood the current options, futures and security futures disclosure document before entering into any such transactions. Current United States listed options, futures and security futures disclosure documents are available from our sales representatives or at http://www.theocc.com/components/docs/riskstoc.pdf, http://www.goldmansachs.com/disclosures/risk-disclosure-for-futures.pdf and http://www.nfa.futures.org/NFA-compliance/publication-library/security-futures-disclosure.pdf, respectively. Certain transactions - including those involving futures, options, equity swaps, and other derivatives as well as non-investment-grade securities - give rise to substantial risk and are not available to nor suitable for all investors. If you have any questions about whether you are eligible to enter into these transactions with Goldman Sachs, please contact your sales representative. Foreign-currency-denominated securities are subject to fluctuations in exchange rates that could have an adverse effect on the value or price of, or income derived from, the investment. In addition, investors in securities such as ADRs, the values of which are influenced by foreign currencies, effectively assume currency risk.
Special Risk Disclosure related to Exchange-Traded Funds (“ETFs”) and Exchange-Traded Notes (“ETNs”): To the extent this communication contains information pertaining to ETFs or ETNs, consider the investment objectives, risks, and charges and expenses of the ETFs and ETNs carefully before investing. Each U.S. Registered ETF and ETN has filed a registration statement (including a prospectus) with the SEC which contains this and other information about the ETF or ETN as applicable. Before you invest in an ETF or ETN, you should obtain and read carefully the prospectus in the registration statement and other documents the issuer has filed with the SEC for more complete information about the product. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you may obtain a copy of the prospectus for each of the ETFs and ETNs mentioned in these materials by (i) contacting your Goldman Sachs sales representative, or (ii) sending a request by calling toll-free 1-866-471-2526, or (iii) sending a request by email to Prospectus-ny@ny.email.gs.com, by fax to (212) 902-9316, or by mail to Goldman Sachs, 200 West Street, NY, NY 10282, Attn: Prospectus Department.
ETFs are redeemable only in Creation Unit size aggregations and may not be individually redeemed; are redeemable only through Authorized Participants; and are redeemable on an “in-kind” basis. The public trading price of a redeemable lot of the ETFs may be different from its net asset value. These ETFs can trade at a discount or premium to the net asset value. There is always a fundamental risk of declining stock prices, which can cause losses to your investment.
Some leveraged and inverse ETFs and ETNs “reset” daily, meaning that they are designed to achieve their stated objectives on a daily basis. They will therefore realize each day a loss or a gain which is a multiple (for leveraged ETFs and ETNs) or the inverse (for inverse ETFs and ETNs) of the performance on that day of their underlying index or benchmark. For this reason, if they are held for a period longer than one day, their performance over such longer periods of time can differ significantly from the stated multiple of the performance (or the inverse of the performance) of their underlying index or benchmark during the same period of time. This effect can be magnified in volatile markets. Prior to entering into a transaction in leveraged or inverse ETFs, you should be aware of the general risks associated with such transactions. You should not enter into leveraged or inverse ETFs transactions unless you understand the nature and extent of your risk exposure. You should also be satisfied that the leveraged or inverse ETFs transaction is appropriate for you in light of your circumstances and financial condition.
ETFs and ETNs that are linked to commodity futures do not offer direct exposure to the commodity’s spot price, and may perform differently than the spot price for the commodity itself. Performance differential can be magnified if a specific condition persists in the market for a commodity that creates a disparity between near-term future prices and long-term future prices and may lead to unexpected performance results. Other factors, such as roll yield, transaction costs, management fees, and taxes may cause deviation in performance between the spot price of a commodity and commodity futures. You should not assume that an ETF or ETN that is linked to commodity futures will provide an effective hedge because of a negative correlation with equities or other asset classes. You should always be aware of the general risks associated with investing in the commodities market and the futures market before investing in an ETF or ETN that is linked to commodity futures.
Order Handling Practices for Listed and Over-the-Counter Derivatives: While the firm is holding your derivative (e.g. options, convertible bonds, warrants or preferred shares) order, the firm or its clients may engage in trading activity in the same or related products, including transactions in the underlying securities. While such trading activity is unrelated to your order, it may coincidentally impact the price of the derivative that you are buying or selling.
Not a Valuation: Values herein are not customer valuations and should not be used in lieu of a customer valuation statement or account statement. These values may not reflect the value of the positions carried on the books and records of Goldman Sachs or its affiliates and should not be relied upon for the maintenance of your books and records or for any tax, accounting, legal or other purposes. The information provided herein does not supersede any customer statements, confirmations or other similar notifications.
Conflict of Interest Disclosure: We are a full-service, integrated investment banking, investment management, and brokerage firm. The professionals who prepared this material are paid in part based on the profitability of The Goldman Sachs Group, Inc., which includes earnings from the firm’s trading, capital markets, investment banking and other business. They, along with other salespeople, traders, and other professionals may provide oral or written market commentary or trading strategies to our clients that reflect opinions that are contrary to the opinions expressed herein or the opinions expressed in research reports issued by our Research Departments, and our market making, investing and lending businesses may make investment decisions that are inconsistent with the views expressed herein. In addition, the professionals who prepared this material may also produce material for, and from time to time, may advise or otherwise be part of our trading desks that trade as principal in the securities mentioned in this material. This material is therefore not independent from our market making, investing and lending interests, which may conflict with your interests. We and our affiliates, officers, directors, and employees, including persons involved in the preparation or issuance of this material, may from time to time have “long” or “short” positions in, act as principal in, and buy or sell the securities or derivatives (including options) thereof in, and act as market maker or specialist in, and serve as a director of, companies mentioned in this material. In addition, we may have served as manager or co manager of a public offering of securities by any such company within the past three years.
Not a Fiduciary: To the extent this material is provided to an employee benefit plan or account subject to the Employee Retirement Income Security Act of 1974 or Section 4975 of the Internal Revenue Code, this material is provided solely on the basis that it will not constitute investment advice and will not form a primary basis for any person’s or plan’s investment decisions, and nothing in this material will result in Goldman Sachs becoming a fiduciary or advisor with respect to any person or plan. To the extent this material is provided to any other recipient, this material is provided solely on the basis that the recipient has the capability to independently evaluate investment risk and is exercising independent judgment in evaluating investment decisions in that its investment decisions will be based on its own independent assessment of the opportunities and risks presented by a potential investment, market factors and other investment considerations.
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Reproduction and Re-Distribution: No part of this material may be (i) copied, photocopied or duplicated in any form by any means or (ii) redistributed without our prior written consent. Notwithstanding anything herein to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives and other agents) may disclose to any and all persons the U.S. federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.
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