Smart Beta Portfolio Terms and Conditions

Participants may choose to elect a Smart Beta portfolio as the Investment Style. The Smart Beta portfolio is designed and managed by Goldman Sachs Asset Management, L.P. (“GSAM”).  By executing the Betterment at Work Master Services Agreement, Client agrees to the following terms and conditions with respect to the Smart Beta portfolio (“Terms”).

1. GSAM is providing non-discretionary investment advice solely to the Betterment Entities and solely in the form of Smart Beta portfolio, and not investment research.
2. GSAM has no responsibility or liability with respect to the establishment or operation of B4B or the terms offered by the Betterment Entities to Sponsors and Participants (including fees charged by the Betterment Entities) in respect thereof.
3. The Betterment Entities may, from time to time, utilize one or more Smart Beta portfolios prepared by GSAM.
4. To the fullest extent permitted by law, Client will have no recourse against GSAM in connection with the Betterment Entities’ use of such Smart Beta portfolios for the applicable account.
5. Client is not relying on GSAM, including for any investment advice, and GSAM is not providing Investment, tax, or financial advice to Client.
6. GSAM has no obligation to, and does not intend to, take into account the tax status, investment goals, or other characteristics of any individual Participant or Sponsor when compiling the Smart Beta portfolios.
7. Betterment is acting as a fiduciary to Client and Participants, and GSAM is not acting as a fiduciary to Client and Participants and has no fiduciary or other relationship with Client or Participants and, to the fullest extent permitted by applicable law, shall have no liability to Client or Participants in relation to the Smart Beta portfolios.
8. Client shall not use any “Goldman Sachs” Mark in any manner or for any purpose.
9. Client agrees to maintain the Confidential Information of GSAM as provided below.
   a.      Client acknowledges that it may have access to confidential and proprietary information of GSAM (“confidential information”). By way of illustration but not of limitation, confidential information includes the Smart Beta portfolios and the recommendations implicit therein, trade secrets, data, know-how, accounting data, statistical data, financial data or projections, forecasts, business practices or policies, research projects, reports, development, and marketing plans, strategies or other business information that is not generally known or available to the public. The term confidential information does not include information that (i) is or becomes generally available to the public other than as a result of improper disclosure; (ii) was rightfully available on a non-confidential basis before its disclosure; (iii) is independently developed by a party without access to the confidential information; or (iv) becomes available on a non-confidential basis from a source other than GSAM, provided that such source is not prohibited from transmitting the information by a contractual, legal, or fiduciary obligation.
   b.      Except to the extent necessary to perform its obligations under theseis TermsAgreement or as otherwise expressly permitted under theseis TermsAgreement, neither Client nor GSAM may disclose or use any of the other party’s confidential information in its possession or control. Each party will limit the disclosure of the other party’s confidential information to those of its employees and/or agents with a need to know such confidential information for purposes of these terms and conditions. Each party will use reasonable care to prevent its employees and/or agents from violating the foregoing restrictions. Without limiting the foregoing, Client specifically agrees not to transmit, disseminate, or otherwise communicate to any third party (including service providers) any Smart Beta portfolio information or related information without the specific and advance written approval of GSAM. Notwithstanding the above, confidential information may be disclosed to the extent required by law or by an order or decree of any court or other governmental authority; provided, however, that each part will, if legally compelled to disclose such information (i) provide the other party with prompt written notice of that fact so that the other party may attempt to obtain a protective order or other appropriate remedy and/or waive compliance with this provision; (ii) disclose only that portion of the information that a party’s legal counsel advises is legally required; and (iii) endeavor to obtain assurance that confidential treatment will be accorded the information so disclosed.
10. GSAM shall be an intended third-party beneficiary of the acknowledgements and agreements set forth in these terms and conditions.