Legal

Terms and Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY AND THE DISCLOSURES ELSEWHERE ON http://www.panagora.com AND ANY PAGES THEREOF (the “SITE”). BY ACCESSING THIS SITE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS LISTED BELOW AND DISCLOSURES ON THE SITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND DISCLOSURES, DO NOT ACCESS THE SITE, OR ANY PAGES THEREOF. PanAgora Asset Management, Inc. (“PanAgora”) has created the Site for investment professionals, including but not limited to, retirement plan sponsors, pension funds, endowments and foundations. The Site is not intended to be visited or accessed by anyone to whom distributing information on the Site would be prohibited under any applicable law or regulation.

This Site contains both current and historical publications. The information, views and content contained in these publications are current only as of the date indicated.

Agreement/services provided

By using this Site, you (“User”) understand that the terms and conditions listed below and any disclosures elsewhere on this Site, including but not limited to PanAgora’s Privacy Policy, (collectively, the “Terms and Conditions”) between User and PanAgora govern User’s use of this Site and state the terms and conditions of User’s use of PanAgora’s electronic services (“PanAgora Electronic Services”).

In offering PanAgora Electronic Services, PanAgora may make available to User interactive computer services which allow User to obtain certain information with regard to User’s accounts (or accounts of persons on whose behalf User acts as broker or agent) via electronic transmission for use on compatible personal, home, or small business computers with modems which can connect to the appropriate telecommunications network.

User agrees to use this Site, including PanAgora Electronic Services, only in accordance with these Terms and Conditions and that any additional services offered by PanAgora in the future will only be used in accordance with these Terms and Conditions. PanAgora may amend or terminate these Terms and Conditions at any time without notice.

No offer/local restrictions

Nothing contained in or on the Site should be construed as an offer to buy or sell, a solicitation of an offer to buy or sell, or recommendation to buy or sell any security, commodity, or investment, or to engage in any other transaction. PanAgora offers a number of products and services designed specifically for various categories of sophisticated investors. Not all products will be available to all investors. These products or services are only offered to such investors in those countries and regions in accordance with applicable laws and regulations.

The information provided on the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. All persons and entities accessing the Site do so on their own initiative and are responsible for compliance with applicable local laws and regulations.

PanAgora’s responsibilities

User understands that PanAgora will not be responsible for the accuracy, completeness, or use of any information received by it or received by User from outside data sources through PanAgora Electronic Services and that PanAgora does not make any warranty concerning such information. User agrees that neither PanAgora nor any third party working with PanAgora to provide services hereunder shall be responsible for any damages caused by communications line failure, unauthorized access, theft, systems failure, and other similar occurrences. User agrees to provide all telephone and other equipment to access PanAgora Electronic Services and User will be solely responsible for paying all charges related thereto.

No reliance

PanAgora and its affiliates do not assume any liability or guarantee for the timeliness, accuracy or completeness of the information provided on this Site, which is subject to change without notice. Information contained herein has been obtained from sources believed to be reliable, but the accuracy of such information is not guaranteed. Nothing contained on the Site constitutes investment, legal, tax or other advice by PanAgora, nor should it be relied on in making any investment decision. PanAgora does not provide legal or tax advice. Please consult your tax and/or legal counsel for specific tax questions and concerns. There is no guarantee that these investment strategies will work under all market conditions, and each investor should evaluate their ability to invest for the long-term, especially during periods of downturn in the market. Outlook and strategies are subject to change without notice. The views and strategies described may not be suitable for all investors. No part of this material may be reproduced in any form, or referred to in any other publication, without express written permission.

Governing documents

User understands that all the terms and conditions of these Terms and Conditions, including but not limited to PanAgora’s Privacy Policy, control the operation of User’s account. If User is a broker or financial adviser (or a registered representative of a broker or financial adviser) User shall also continue to be bound by the provisions of any agreement(s) between such broker or financial adviser and PanAgora.

Applicable charges

User agrees to be liable for any and all charges or expenses incurred in connection with the use of this Site, including PanAgora Electronic Services, by User or any other person through use of User’s security codes, equipment, or otherwise. User understands that the rates, fees, billing, and terms governing services provided by outside vendors may be determined by the vendor.

Disclaimer

User expressly acknowledges and agrees that the use and storage of any information, including without limitation, portfolio information, account balances, and any other information available through use of PanAgora Electronic Services is at User’s sole risk and responsibility.

THE INFORMATION ON THIS SITE IS PROVIDED “AS IS.” NEITHER PANAGORA NOR ANY THIRD PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF PANAGORA ELECTRONIC SERVICES OR ANY INFORMATION PROGRAMS OR PRODUCTS OBTAINED FROM, THROUGH, OR IN CONNECTION WITH PANAGORA ELECTRONIC SERVICES. IN NO EVENT WILL PANAGORA OR ANY THIRD PARTY BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN OR USE OF THIS SITE, INCLUDING PANAGORA ELECTRONIC SERVICES.

Copyright statement

All information and material contained on the Site is provided by PanAgora and is subject to United States and international intellectual property laws.

If you believe in good faith that information or materials on this Site infringe your copyright, please contact PanAgora. Contact information may be obtained by clicking the “Contact Us” link at the top of the webpage.

No part of the Site may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying or recording, or by any information storage or retrieval system, without the express written permission of PanAgora.

Modification/termination

User agrees that PanAgora may discontinue this Site PanAgora Electronic Services in whole or in part, at any time, and that PanAgora may modify or change the terms of it, in whole or in part, at any time and from time to time without notice. User agrees that PanAgora may immediately terminate its services if User breaches these Terms and Conditions or if User has jeopardized the proper and efficient operation of its services.

Trademarks

All trademarks, service marks, logos, and other indicia of origin appearing on this Site are the exclusive property of their respective owners. Nothing contained on this Site shall be construed as an endorsement or sponsorship of PanAgora, its products or services, or any of its affiliates by any third party, or of any third party by PanAgora, any of its affiliates.

All PanAgora graphics, logos, page headers, and service names are registered or unregistered trademarks, service marks, or trade dress of PanAgora. PanAgora’s trademarks, service marks and trade dress may not be used in connection with any product or service that is not PanAgora’s, in any manner that is likely to cause confusion among customers or investors, or in any manner that disparages or discredits PanAgora. Nothing contained on this Site should be construed as granting any license or right in or to any trademarks, service marks, or trade dress of PanAgora.

Linked third party websites

PanAgora may from time to time provide hypertext or other links to websites or third-party publications that may be of interest to Users. In the case of these links, the website you are accessing is created and maintained by another entity. We make no representation or warranty with respect to the information contained on the linked websites and take no responsibility for supplementing, updating or correcting any such information. The products and services discussed at the linked websites may not be appropriate for sale or use by all investors or counterparties. By providing this link, we are not providing you with investment advice or offering securities for sale to you. PanAgora does not endorse, sponsor or promote any publication, products or services offered by such linked websites or third parties and has not passed on the merits of any information contained therein. PanAgora assumes no responsibility whatsoever for any material outside its own Site. PanAgora is not responsible for the privacy practices of third party websites. These articles should not be construed as an offer to sell or a solicitation to buy any securities mentioned in these articles. All data in these articles has been provided by a named source and has not been independently verified by PanAgora.

Indemnification

User agrees to defend and make PanAgora and its subsidiaries and affiliates whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from User’s use of the Site or any violation of these Terms and Conditions, unless prohibited by law.

No duty to inquire

User agrees that PanAgora shall not be under a duty to inquire as to the authority or propriety of any instructions given to PanAgora by User, and shall be entitled to act upon any such instructions; and PanAgora will not be liable for any loss, cost, expense or other liability arising out of any such instructions.

Site operation

The Site is operated from offices within the United States of America. PanAgora does not represent that the information on the Site is appropriate or available for use in other locations. Access from certain locations may be strictly prohibited.

Dispute resolution

These Terms and Conditions are governed by the laws of the Commonwealth of Massachusetts, United States of America (except for conflict of laws provisions). Any claim related to any dispute arising as a result of this Site, including PanAgora Electronic Services, or under these Terms and Conditions, shall be before a court of competent jurisdiction located in the Commonwealth of Massachusetts, United States of America. If any provision of these Terms and Conditions are held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

How you can contact PanAgora with comments, inquiries, or complaints (such as by email, by telephone, or by letter)

Institutional Investors: “Contact Us” page provides a phone number and a mailing address.