GOLDMAN SACHS (JERSEY) LIMITED (incorporated with limited liability in Jersey) GOLDMAN SACHS EUROPE (incorporated with unlimited liability in England)

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1 Prospectus GOLDMAN SACHS (JERSEY) LIMITED (incorporated with limited liability in Jersey) GOLDMAN SACHS EUROPE (incorporated with unlimited liability in England) Programme for the Issuance of Warrants in respect of which the payment obligations of Goldman Sachs (Jersey) Limited are guaranteed by GOLDMAN SACHS EUROPE (incorporated with unlimited liability in England) Under the warrant programme described herein (the "Programme"), Goldman Sachs (Jersey) Limited ("GSJ") and Goldman Sachs Europe ("GSE" and together with GSJ, the "Issuers" and each an "Issuer") may from time to time issue warrants or other similar instruments ("Warrants") upon the terms and conditions (the "Terms") of the Warrants as set forth in the general conditions (the "Conditions") described herein and in the Final Terms (as defined below). The final terms in respect of each series of Warrants (a "Series"), including (as the case may be) the designation, the aggregate number and type of Warrants, the date of issue, the issue price, the strike price, the settlement amount, the exercise period or the exercise date or dates, the final exercise date, the settlement date and any other terms and conditions not contained herein will be set forth in the final terms in respect of the relevant Series (the "Final Terms"). The Final Terms should be read in conjunction with this Prospectus. A Series of Warrants may be constituted by two or more tranches ("Tranches") of Warrants, and in such event a single set of Final Terms may be issued in respect of all such Tranches. As specified in the relevant Final Terms, Warrants of any Series will entitle the holder thereof to receive a cash amount from the relevant Issuer calculated in accordance with the relevant Terms. This Prospectus has been approved by the United Kingdom Financial Services Authority (the "FSA"), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Warrants under the Programme during the period up to 20 April Application has been made to the London Stock Exchange plc (the "London Stock Exchange") for such Warrants to be admitted to trading on the London Stock Exchange's regulated market for listed securities. Warrants may be admitted to listing, trading and/or quotation by any other or further listing authority or listing authorities, stock exchange or stock exchanges and/or quotation system or quotation systems or may be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system. The relevant Final Terms in respect of any Series of Warrants will specify the listing authority, stock exchange and/or quotation system, if any, by which such Warrants will be admitted to listing, trading and/or quotation and, in respect of Warrants to be admitted to trading on the London Stock Exchange's regulated market for listed securities, will be delivered to the FSA and the London Stock Exchange on or before the date of issue of the Warrants of such Series. The Warrants will be issued and transferred in uncertificated form through the dematerialised securities trading system operated by CRESTCo Limited, known as CREST ("CREST"). The payment obligations of GSJ in respect of Warrants issued by GSJ ("Guaranteed Warrants") only are guaranteed by Goldman Sachs Europe (the "Guarantor") pursuant to a deed of guarantee dated 14 March 2003 (as amended or supplemented (the "Guarantee"). The Warrants have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") and, subject to certain exceptions, may not be offered or sold within the United States. Warrants can be volatile instruments. Purchasers of Warrants make certain representations and warranties as more particularly set out in "Risk Factors". Accordingly, prospective purchasers of the Warrants should ensure that they understand fully the nature of the instruments and must be prepared fully to sustain a total loss of their investment in the Warrants (see "Risk Factors" on page 6 of this document). This Prospectus replaces the previous Prospectus dated 20 April The date of this Prospectus is 1 July 2005

2 Subject as set out below, each of the Issuers and the Guarantor accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuers and the Guarantor (who have taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The information set out in the relevant Final Terms relating to the Reference Assets (as defined in "Risk Factors" below) has been accurately reproduced from information published by the issuer of the Reference Assets and/or other public sources. So far as the Issuers and the Guarantor are aware and/or are able to ascertain from information published by the issuer of the Reference Assets and/or other public sources no facts have been omitted which would render the reproduced information inaccurate or misleading. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuers or the Guarantor to subscribe for or purchase, any of the Warrants and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Prospectus and the offering of the Warrants in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuers and the Guarantor to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Warrants and the distribution of this Prospectus, see "Selling Restrictions" below. Additional restrictions applying to any Series of Warrants will be set forth in the relevant Final Terms. None of the Issuers or the Guarantor intend to provide any post-issuance information and no person is authorised to give any information or to make any representation except as contained in this Prospectus and such information or representation must not be relied upon as having been authorised by or on behalf of the Issuers or the Guarantor. The delivery of this Prospectus at any time does not imply that the information contained in it is correct as at any time subsequent to its date. Nothing in this Prospectus or anything communicated to Holders or potential Holders by the Issuers or the Guarantor is intended to constitute or should be construed as advice on the merits of the purchase of or subscription for the Warrants or the exercise of any rights attached thereto for the purposes of the Financial Services (Jersey) Law 1998, as amended. None of the Issuers, the Guarantor or the Directors make any representation as to the assets and liabilities, financial position, profits and losses or prospects of the issuer of the Reference Assets for any Series of Warrants. Any of such persons may have acquired, or during the term of the Warrants may acquire, non-public information with respect to the Reference Assets or the issuer of the Reference Assets. None of such persons is under any obligation to make available any such information or any other information relating to, or to keep under review on behalf of the holders of Warrants, the business, financial position or prospects of the issuer of the Reference Assets or to conduct any investigation or due diligence into the issuer of the Reference Assets. A copy of this Prospectus has been delivered to the Registrar of Companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not withdrawn, his consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 as amended to the issue of the Warrants by GSJ. The Jersey Financial Services Commission is protected by the Borrowing Control (Jersey) Law, 1947, as amended, against liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the Registrar of Companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of GSJ or for the correctness of any statements made, or opinions expressed, with regard to it. The issuer of the Reference Assets may be subject to continuing obligations of disclosure under the listing rules of the FSA and/or other similar rules in effect in the issuer's country of incorporation or pursuant to the rules of a listing authority, stock exchange and/or quotation system by which the securities of such issuer may be admitted to listing, trading and/or quotation. Each such issuer may therefore be obliged to notify a regulatory information service (such as the Regulatory News Service operated by, amongst others, the London Stock Exchange) (or other body with a similar public disclosure function) without delay of any major new developments which may, by virtue of their effect on its assets and liabilities or financial position or on the general course of its business, lead to substantial movement in the price of its listed securities and of all relevant information concerning a change in such issuer's financial i

3 condition, in the performance of its business, or in such issuer's expectation as to its performance, in each case which if made public would be likely to lead to substantial movement in the price of its listed securities. Potential investors should refer to disclosures made by the issuer of the Reference Assets for current information and should make their own enquiries about and assessments of such issuer, including the historical performance of the Reference Assets and the prospects of the issuer of the Reference Assets, in light of their own particular circumstances. Each prospective purchaser of Warrants must ensure that the complexity and risks inherent in the Warrants are suitable for its objectives and any purchase of Warrants should be based upon such investigation and inquiry as such prospective purchaser deems necessary. Neither the Issuers, the Guarantor, Goldman Sachs International nor any other subsidiary or affiliate within the Goldman Sachs group of companies and the holders of such Warrants (or their respective brokers, financial or investment advisers) will be responsible to any other person for providing the protection afforded to clients of Goldman Sachs (Jersey) Limited, Goldman Sachs Europe or Goldman Sachs International or for providing advice in relation to the offering or issuance of Warrants. No person should deal in the Warrants unless that person understands the nature of the relevant transaction and the extent of that person's exposure to potential loss. Each prospective purchaser of Warrants should consider carefully whether the Warrants are suitable for it in the light of its circumstances and financial position. Prospective purchasers of Warrants should consult their own legal, tax, accountancy and other professional advisers to assist them in determining the suitability of the Warrants for them as an investment. Warrants may be issued over a relevant share (or basket of shares), debt security (or basket of debt securities), index (or basket of indices), currency (or basket of currencies), interest rates or other basis which may be specified in the applicable Final Terms. In this Prospectus, references to "U.S.$", "$", "U.S. dollars", "dollars" and "cents" are to the lawful currency of the United States of America, references to "GBP", " " and "Pounds Sterling" are to the lawful currency of the United Kingdom and references to "Euro", " ", "euro" and "EUR" are to the lawful currency of the member states of the European Union that adopt the single currency. Terms used in this Prospectus which have been defined in the Conditions shall have the same meaning when used herein, unless the context provides otherwise. ii

4 TABLE OF CONTENTS Summary of the Programme And The Warrants...1 Risk Factors...5 Conditions of the Warrants...10 Use of Proceeds...36 Taxation...37 Goldman Sachs (Jersey) Limited...39 Current Holding Structure for Goldman Sachs (Jersey) Limited...42 Selected Financial Information of Goldman Sachs (Jersey) Limited...43 Goldman Sachs Europe...45 Current Holding Structure for Goldman Sachs Europe...48 Selected Financial Information of Goldman Sachs Europe...49 Selling Restrictions/Distribution Arrangements...51 Offers and Sales...54 General Information...55 ANNEX A-1 Goldman Sachs Europe's Audited Financial Statements as of 26 November 2004 and 28 November A-1-1 ANNEX A-2 Auditors' Report on the Financial Statements of Goldman Sachs Europe for the Period Ended 28 November A-2-1 ANNEX A-3 Goldman Sachs (Jersey) Limited's Audited Financial Statements as of 26 November 2004 and 28 November A-3-1 ANNEX A-4 Auditors' Report on the Financial Statements of Goldman Sachs (Jersey) Limited for the Period Ended 28 November A-4-1 ANNEX B Form of Final Terms...B-1-1

5 SUMMARY OF THE PROGRAMME AND THE WARRANTS The following summary (the "Summary") should be read as an introduction to the Prospectus and is qualified in its entirety by the more detailed information appearing elsewhere in the Prospectus. Any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the relevant EEA Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches to the persons who are responsible for the Summary but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus. Terms used in this Summary but not defined have the meanings given to them in the Conditions. Issuers: Guarantor: Registrar and Warrant Agent Calculation Agent: Method of Issue: Issue Price: Distribution Arrangements: Status of the Warrants: Form and Transfer of Warrants: Goldman Sachs (Jersey) Limited ("GSJ") and Goldman Sachs Europe ("GSE"). A description of, and financial information in relation to, each Issuer is set out in the appropriate sections of the Prospectus. GSE (in respect of Warrants issued by GSJ). Lloyds TSB Registrars. Goldman Sachs International ("GSI"). The Warrants will be issued in series (each, a "Series"). Each Series may comprise one or more tranches (each, a "Tranche") issued on the same or different issue dates. Each Tranche will be issued upon the terms and conditions (the "Terms") of the Warrants as set forth in the general conditions (the "Conditions") described in the Prospectus and in the final terms in respect of such Tranche (the "Final Terms"). Warrants may be issued at any issue price. The issue price will be specified in the relevant Final Terms. The Issuers intend to issue the Warrants to an affiliate of GSE (which is expected to be GSI). GSI will be a committed principal and market-maker in the Warrants. It is not expected that anyone other than GSI or another affiliate of the Issuers will make a market in the Warrants. The Warrants will constitute unsubordinated and unsecured obligations of the relevant Issuer and will rank equally among themselves and, with the exception of certain obligations given priority by applicable law, will rank pari passu with all other present and future outstanding unsecured and unsubordinated obligations of the relevant Issuer. The Warrants will only be issued and transferred in registered and uncertificated form through the dematerialised securities trading system operated by CRESTCo Limited, known as CREST. The Warrants will be constituted by, and have the benefit of, a Deed of Covenant executed by each of the Issuers, copies of which are available for inspection during normal business hours at the office of the Warrant Agent in London. No transfer of a Warrant will be valid unless and until entered on the Register of Holders. A Warrant may be registered only in the name of, and transferred only to, - 1 -

6 a named person (or persons, not exceeding four in number). Exercise of Warrants: As set out in the relevant Final Terms, each Series of Warrants will entitle the Holder to receive a cash amount (the "Settlement Amount") from the Issuer or, as the case may be, the Guarantor calculated in accordance with the relevant Terms. The Warrants create options exercisable by the relevant Holder. There is no obligation upon any Holder to exercise his Warrant(s) nor, in the absence of such exercise and save as provided in Condition 3.6, any obligation on the relevant Issuer or, as the case may be, the Guarantor to pay any amount in respect of the Warrants. Upon exercise of any Warrants, the Holders will be required to certify that the Warrants are not being exercised by or on behalf of a U.S. person or person within the United States and that the Warrants are not beneficially owned by a U.S. person or person within the United States. The relevant Issuer will have the option in the relevant Final Terms to specify a maximum number of Warrants exercisable on any date. In the event that the total number of Warrants being exercised on any date exceeds such maximum number, a Holder may not be able to exercise on such date all Warrants that such Holder wants to exercise. Warrants to be exercised on such date will be selected at the discretion of the relevant Issuer and, unless otherwise specified in the applicable Final Terms, the Warrants tendered for exercise but not exercised on such date will be automatically exercised on the next date on which Warrants may be exercised, subject to the same daily maximum limitation and delayed exercise provisions. If so indicated in the applicable Final Terms, a Holder must exercise a specified minimum number (and integral multiples thereafter) of Warrants at any one time. Thus, Holders with fewer than the specified minimum number of Warrants or specified multiples thereof will have to sell their Warrants or purchase additional Warrants in order to realise their investment. Furthermore, such Holders incur the risk that there may be differences between the trading price of such Warrants and the Settlement Amount of such Warrants. In the case of any exercise of Warrants, there will be a time lag between the time a Holder gives instructions to exercise and the time the applicable Settlement Amount relating to such exercise is determined. The value of the Reference Assets may change significantly during any such period, and any such change in value of the Reference Assets could decrease the Settlement Amount in respect of the Warrants being exercised and may result in such Settlement Amount being zero. Guarantee: Illegality: The due and punctual payment of all sums from time to time payable by GSJ in respect of the Warrants issued by GSJ are unconditionally and irrevocably guaranteed by GSE in its capacity as Guarantor pursuant to a deed of guarantee dated 14 March If the relevant Issuer determines that its performance under any Warrants has become unlawful or impractical in whole or in part for any reason, such Issuer may cancel such Warrants and, if permitted by applicable law, pay the holder of each such Warrant an amount equal to the fair market value of such Warrants notwithstanding such illegality less the cost to such Issuer of unwinding any underlying related hedging arrangements, all as determined by the relevant Issuer in its sole and absolute discretion

7 Disruption Events: Taxation: Listing: Governing Law: Selling Restrictions: Risk Factors: If the Calculation Agent determines that a Payment Disruption Event, Settlement Disruption Event or Market Disruption Event has occurred, any consequential postponement of or any alternative provisions for valuation provided in any Warrants may have an adverse effect on the value of such Warrants. Unless otherwise set out in the relevant Final Terms, Holders will be liable for any taxes, including withholding tax, arising in connection with the Warrants. If so specified in the applicable Final Terms, application may be made for Warrants issued under the Programme to be admitted to the official list of the FSA and to be admitted to trading on the London Stock Exchange's regulated market for listed securities. Warrants may also be listed on any other stock exchange or may be unlisted. The relevant Final Terms in respect of any Series of Warrants will specify the exchange, if any, on which such Warrants will be listed. The Warrants will be created under and governed by English Law. There are restrictions on the sale of Warrants and the distribution of the offering material in certain jurisdictions including the United States and Jersey (see "Selling Restrictions" below). Further restrictions, including restrictions on transfer, may be required in connection with any particular Tranche of Warrants and will be set out in the relevant Final Terms. By purchasing Warrants, a purchaser implicitly represents and warrants to the Issuers and, if applicable, the Guarantor that, and is willing to assume that, the complexity and risks inherent in the Warrants are suitable for its objectives. No person should deal in the Warrants unless that person understands the nature of the relevant transaction and the extent of that person's exposure to potential loss. Prospective purchasers of Warrants should be experienced with respect to options and options transactions, should understand the risks of transactions involving the relevant Warrants and should reach an investment decision only after careful consideration, with their advisers, of the suitability of such Warrants in the light of their particular financial circumstances, all information set forth herein, the information regarding the relevant Warrants set out in the applicable Final Terms and the particular Reference Asset to which the value of the relevant Warrants may relate. Prospective purchasers of Warrants should consult their own legal, tax, accountancy and other professional advisers to assist them in determining the suitability of the Warrants for them as an investment or if they are in any doubt about the contents of this Prospectus. Transactions in off-exchange Warrants may involve greater risks than dealing in exchange-traded Warrants. The market for the Warrants may be limited and this may adversely impact their value and/or the ability of a Holder to dispose of its Warrants. None of the Issuers nor the Guarantor have given, and do not give, to any prospective purchaser of Warrants (either directly or indirectly) any assurance or guarantee as to the merits or performance of the Warrants and neither Issuer is under any obligation nor makes any commitment to make a market in or to repurchase the Warrants. The Warrants involve a high degree of risk, which may include interest rate, corporate, market, foreign exchange, time value and/or political risks. Prospective - 3 -

8 purchasers of Warrants should recognise that their Warrants may be worthless on expiration or exercise and, therefore, purchasers should be prepared to sustain a total loss of the purchase price of their Warrants. This risk reflects the nature of a Warrant as an asset which may decline in value over time and which may become worthless when it expires. Assuming all other factors are held constant and provided no capital protection is built into the terms of the relevant Warrant as set out in the applicable Final Terms, the more a Warrant is "out-of-the-money" and the shorter its remaining term to expiration, the greater the risk that purchasers of such Warrants will lose all or part of their investment. For a more detailed description of the risks the Warrants may entail see "Risk Factors" below. Jersey considerations: The Warrants do not constitute a collective investment fund for the purpose of the Collective Investment Funds (Jersey) Law 1988, as amended, on the basis that they are investment products designed for financially sophisticated investors with specialist knowledge of, and experience of investing in, such investments, who are capable of fully evaluating the risks involved in making such investments and who have an asset base sufficiently substantial as to enable them to sustain any loss that they might suffer as a result of making such investments. These investments are not regarded by the Jersey Financial Services Commission as suitable investments for any other type of investor. Any individual intending to invest in any investment described in this document should consult his professional advisers and ensure that he fully understands all the risks associated with making such an investment and has sufficient financial resources to sustain any loss that may arise from it. Potential conflicts of interest: Certain affiliates of the Issuers and the Guarantor (including GSI) may from time to time advise the issuers of Reference Assets regarding transactions to be entered into by them, or engage in transactions involving one or more Reference Assets for their proprietary accounts and for other accounts under their management. Any such transactions may have a positive or negative effect on the value of such Reference Assets and therefore on the value of the Warrants to which they relate. Certain affiliates of the Issuers and the Guarantor (including GSI) may also be the counterparty to the hedge of the relevant Issuer's and, if applicable, the Guarantor's obligations in respect of any Tranche of Warrants. Accordingly, certain conflicts of interest may arise both among these affiliates and between the interests of these affiliates and the interests of Holders

9 RISK FACTORS General By purchasing Warrants, a purchaser implicitly represents and warrants to the Issuers and, if applicable, the Guarantor that, and is willing to assume that, the complexity and risks inherent in the Warrants are suitable for its objectives. No person should deal in the Warrants unless that person understands the nature of the relevant transaction and the extent of that person's exposure to potential loss. Each prospective purchaser of Warrants should consider carefully whether the Warrants are suitable for it in the light of its circumstances and financial position. Prospective purchasers of Warrants should consult their own legal, tax, accountancy and other professional advisers to assist them in determining the suitability of the Warrants for them as an investment or if they are in any doubt about the contents of this Prospectus. Transactions in off-exchange Warrants may involve greater risks than dealing in exchange-traded Warrants. The market for the Warrants may be limited and this may adversely impact their value or the ability of a holder of Warrants to dispose of them. None of the Issuers nor the Guarantor have given, and do not give, to any prospective purchaser of Warrants (either directly or indirectly) any assurance or guarantee as to the merits or performance of the Warrants and is under no obligation and makes no commitment to make a market in or to repurchase the Warrants. Warrants can be volatile instruments and may involve the risk of expiring worthless. Warrants are subject to a number of risks, including (i) sudden and large falls in value, (ii) changes in the price or market value of the Reference Assets (as defined below) and/or changes in the circumstances of the issuers of the Reference Assets, (iii) changes in the rates of exchange of any of the currencies in which the Reference Assets are denominated, and (iv) a complete or partial loss of the investment in the Warrants. It should be remembered that the price of securities and the income from them can go down as well as up. The Reference Assets (as defined below) will not be held by the relevant Issuer for the benefit of the Holders. The Warrants involve a high degree of risk, which may include interest rate, corporate, market, foreign exchange, time value and/or political risks. Prospective purchasers of Warrants should recognise that their Warrants may expire worthless and, therefore, purchasers should be prepared to sustain a total loss of the purchase price of their Warrants. This risk reflects the nature of a Warrant as an asset which, other factors held constant, tends to decline in value over time and which may become worthless when it expires. See "Certain Factors Affecting the Value and Trading Price of Warrants" below. Assuming all other factors are held constant and provided no capital protection is built into the terms of the Warrants as set out in the relevant Final Terms, the more a Warrant is "out-of-the-money" and the shorter its remaining term to expiration, the greater the risk that purchasers of such Warrants will lose all or part of their investment. The risk of the loss of some or all of the purchase price of a Warrant upon expiration means that, in order to recover and realise a return upon his/her investment, a purchaser of a Warrant must generally have correctly anticipated the direction, timing and magnitude of an anticipated change in the value of the relevant share (or basket of shares), debt security (or basket of debt securities), index (or basket of indices), currency (or basket of currencies), interest rates, commodity (or basket of commodities) or other basis which may be specified in the applicable Final Terms (the "Reference Asset"). With respect to European Style Warrants, the only means through which a Holder can realise value from the Warrant - 5 -

10 prior to the Exercise Date in relation to such Warrant is to sell it at its then market price in a secondary market (if available). See "Possible Illiquidity of the Secondary Market" below. Fluctuations in the price of the relevant security or value of the basket of securities will affect the value of share Warrants. Fluctuations in the value of the relevant index or basket of indices will affect the value of index Warrants. Also, due to the character of the particular markets on which securities are traded, the absence of last sale information and the limited availability of quotations for such securities may make it difficult for many investors to obtain timely, accurate data for the price or yield of such securities. Fluctuations in the value of the relevant commodity or basket of commodities will affect the value of commodity Warrants. Purchasers of Warrants risk losing their entire investment if the value of the relevant underlying basis of reference does not move in the anticipated direction. Fluctuations in exchange rates of the relevant currency or basket of currencies will affect the value of currency Warrants. Furthermore, investors who intend to convert gains or losses from the exercise or sale of currency Warrants into their home currency may be affected by fluctuations in exchange rates between their home currency and the relevant currency (or basket of currencies). Currency values may be affected by complex political and economic factors, including governmental action to fix or support the value of a currency (or basket of currencies), regardless of other market forces. Purchasers of currency Warrants risk losing their entire investment if exchange rates of the relevant currency (or basket of currencies) do not move in the anticipated direction. If additional warrants or options relating to particular currencies or particular currency indices are subsequently offered to the public, the supply of warrants and options relating to such currencies or currency indices, as applicable, in the market will increase, which could cause the price at which the Warrants and such other warrants and options which trade in the secondary market to decline significantly. Fluctuations in interest rates affecting the relevant subject interest rate will affect the value of interest rate Warrants. Interest rates may be affected by complex political and economic factors, including governmental action to raise or lower interest rates regardless of other market forces. Purchasers of interest rate Warrants risk losing their entire investment if interest rates do not move in the anticipated direction. Prospective purchasers of Warrants should be experienced with respect to options and options transactions, should understand the risks of transactions involving the relevant Warrants and should reach an investment decision only after careful consideration, with their advisers, of the suitability of such Warrants in the light of their particular financial circumstances, the information set forth herein, the information regarding the relevant Warrants set out in the applicable Final Terms and the particular Reference Asset to which the value of the relevant Warrants may relate. Certain Considerations Regarding Jersey The investments described in this Prospectus do not constitute a collective investment fund for the purpose of the Collective Investment Funds (Jersey) Law 1988, as amended, on the basis that they are investment products designed for financially sophisticated investors with specialist knowledge of, and experience of investing in, such investments, who are capable of fully evaluating the risks involved in making such investments and who have an asset base sufficiently substantial as to enable them to sustain any loss that they might suffer as a result of making such investments. These investments are not regarded by the Jersey Financial Services Commission as suitable investments for any other type of investor. Any individual intending to invest in any investment described in this Prospectus should consult his professional adviser and ensure that he fully understands all the risks associated with making such an investment and has sufficient financial resources to sustain any loss that may arise from it

11 Certain Factors Affecting the Value and Trading Price of Warrants The Settlement Amount at any time prior to expiration is typically expected to be less than the trading price of such Warrants at that time. Any difference between the trading price and the Settlement Amount will reflect, among other things, a "time value" for the Warrants. The "time value" of the Warrants will depend partly upon the length of the period remaining to expiration and expectations concerning the value of the Reference Asset. Warrants offer hedging and investment diversification opportunities but also pose some additional risks with regard to interim value. The interim value of the Warrants varies with the price and/or level of the Reference Asset, as well as by a number of other interrelated factors, including those specified herein. Before acquiring, exercising or selling Warrants, Holders should carefully consider, among other things, (i) the trading price of the Warrants, (ii) the value and volatility of the Reference Asset, (iii) the time remaining to expiration, (iv) the probable range of Settlement Amounts, (v) any change(s) in interim interest rates and dividend yields, (vi) any change(s) in currency exchange rates, (vii) the depth of the market or liquidity of the Reference Asset and (viii) any related transaction costs. Limitations on Exercise If so indicated in the applicable Final Terms, the relevant Issuer will have the option to limit the number of Warrants exercisable on any date to the maximum number specified in the applicable Final Terms and, in conjunction with such limitation, to limit the number of Warrants exercisable by any person on such date. In the event that the total number of Warrants being exercised on any date exceeds such maximum number and the relevant Issuer elects to limit the number of Warrants exercisable on such date, a Holder may not be able to exercise on such date all Warrants that such Holder desires to exercise. Warrants to be exercised on such date will be selected at the discretion of the relevant Issuer or in any other manner specified in the applicable Final Terms. Unless otherwise specified in the applicable Final Terms, the Warrants tendered for exercise but not exercised on such date will be automatically exercised on the next date on which Warrants may be exercised, subject to the same daily maximum limitation and delayed exercise provisions. If so indicated in the applicable Final Terms, a Holder must tender a specified minimum number of Warrants and integral multiples of Warrants thereafter at any one time in order to exercise. Thus, Holders with fewer than the specified minimum number of Warrants or specified multiples thereof will either have to sell their Warrants or purchase additional Warrants, incurring transaction costs in each case, in order to realise their investment. Furthermore, holders of such Warrants incur the risk that there may be differences between the trading price of such Warrants and the Settlement Amount of such Warrants. Certain Considerations Regarding Hedging Prospective purchasers intending to purchase Warrants to hedge against the market risk associated with investing in a Reference Asset should recognise the complexities of utilising Warrants in this manner. For example, the value of the Warrants may not exactly correlate with the value of the Reference Asset. Due to fluctuating supply and demand for the Warrants, there is no assurance that their value will correlate with movements of the Reference Asset. For these reasons, among others, it may not be possible to purchase or liquidate securities in a portfolio at the prices used to calculate the value of any relevant index or basket which comprise the relevant Reference Asset. Time Lag After Exercise Unless otherwise specified in the Final Terms, in the case of any exercise of Warrants, there will be a time lag between the time a Holder gives instructions to exercise and the time the applicable Settlement Amount relating to such exercise is determined. Any such delay between the time of exercise and the determination of the Settlement Amount, as the case may be, will be specified in the applicable Final - 7 -

12 Terms or Conditions. However, such delay could be significantly longer, particularly in the case of a delay in exercise of Warrants arising from any daily maximum exercise limitation, or following the imposition of any exchange controls, other similar regulations affecting the ability to obtain or exchange any relevant currency (or basket of currencies) or, if there is any Settlement Disruption Event, Payment Disruption Event or Market Disruption Event on the Valuation Date (as such terms are defined below). The applicable Settlement Amount may change significantly during any such period, and such movement or movements could decrease the Settlement Amount in respect of the Warrants being exercised and may result in such Settlement Amount being zero. Possible Illiquidity of the Secondary Market It is not possible to predict the price at which Warrants will trade in the secondary market or whether such market will be liquid or illiquid. The relevant Issuer may seek admission of the Warrants to trading on the London Stock Exchange, or any other exchange as specified in the applicable Final Terms. Warrants may also be unlisted. In the event of a delisting or suspension of trading on such exchange, the relevant Issuer will use all reasonable efforts to list the relevant Warrants on another exchange. If any Warrants are not listed or traded on any exchange, pricing information for the Warrants may be more difficult to obtain and the liquidity of the Warrants may be adversely affected. In the event of circumstances which prevent Goldman Sachs International ("GSI") or other institutions from exercising their respective market-making functions in relation to the Warrants, liquidity in the Warrants may be adversely affected. To the extent that the secondary market in an issue of Warrants becomes illiquid, an investor may have to exercise such Warrants to realise value. Potential Conflicts of Interest Certain affiliates of the Issuers and the Guarantor (including GSI) may from time to time advise the issuers of Reference Assets regarding transactions to be entered into by them, or engage in transactions involving one or more Reference Assets for their proprietary accounts and for other accounts under their management. Any such transactions may have a positive or negative effect on the value of such Reference Assets and therefore on the value of the Warrants to which they relate. Certain affiliates of the Issuers and the Guarantor (including GSI) will also be the counterparty to the hedge of the relevant Issuer's and, if applicable, the Guarantor's obligations under an issue of Warrants. Accordingly, certain conflicts of interest may arise both among these affiliates and between the interests of these affiliates and the interests of holders of Warrants. Illegality If the relevant Issuer determines that its performance under any Warrants has become unlawful or impractical in whole or in part for any reason, such Issuer may cancel such Warrants and, if permitted by applicable law, pay the holder of each such Warrant an amount equal to the fair market value of such Warrants notwithstanding such illegality less the cost to such Issuer of unwinding any underlying related hedging arrangements, all as determined by the relevant Issuer in its sole and absolute discretion. Disruption Event If the Calculation Agent determines that a Payment Disruption Event, Settlement Disruption Event or Market Disruption Event has occurred, any consequential postponement of or any alternative provisions for valuation provided in any Warrants may have an adverse effect on the value of such Warrants. See "Conditions of the Warrants Market Disruption Events and Payment Event Cut-Off Date and Payment Disruption Events"

13 Value of a Basket The value of a Basket may be affected by the number of Reference Assets included in such Basket. Generally, the value of a Basket that includes Reference Assets from a number of companies or indices which gives relatively equal weight to each Reference Asset will be less affected by changes in the value of any particular Reference Asset included therein than a Basket that includes fewer Reference Assets or that gives greater weight to some Reference Assets. In addition, if the Reference Assets included in a Basket are all in a particular industry, the value of such a Basket will be more affected by the economic, financial and other factors affecting that industry than if the Reference Assets included in the Basket are in various industries that are affected by different economic, financial or other factors or are affected by such factors in different ways. 1. The volatility of the Reference Assets or Relevant Index If the volatility of the Reference Assets increases, the trading value of a Warrant is expected to increase; if the volatility decreases, the trading value of a Warrant is expected to decrease. 2. The time remaining to the expiration of the Warrants As the time remaining to the expiration of the Warrants decreases, the trading value of a Warrant is expected to decrease. 3. Dividend rates If the dividend rates on the Reference Assets increase, the trading value of a put Warrant is expected to increase and the trading value of a call Warrant is expected to decrease. Increased dividend rates may, however, positively affect the value of the Reference Assets and the trading value of a put Warrant could then be expected to decrease and the trading value of a call Warrant could then be expected to increase. If such dividend rates decrease, the trading value of a put Warrant is expected to decrease and the trading value of a call Warrant is expected to increase. Decreased dividend rates may, however, adversely affect the value of the Reference Assets, and the trading value of a put Warrant could then be expected to increase and the trading value of a call Warrant could then be expected to decrease. Spread Warrants are also affected by the relative movements of the spread on which they are based. Ranking of the Warrants The Warrants are unsubordinated and unsecured obligations of the relevant Issuer and will rank equally among themselves and, with the exception of certain obligations given priority by applicable law, will rank pari passu with all other present and future outstanding unsecured and unsubordinated obligations of the relevant Issuer and the payment obligations of GSJ in respect of the Guaranteed Warrants are guaranteed by the Guarantor. See "Conditions of the Warrants Status and Guarantee"

14 CONDITIONS OF THE WARRANTS The following is the text of the Conditions of the Warrants which, as supplemented or varied in accordance with the Terms set out in the relevant Final Terms, will apply to each issue of Warrants. Certain administrative procedures in relation to the Warrants are set out in the Warrant Agreement between the Issuers, the Guarantor, the Registrar, the Warrant Agent, and the Calculation Agent. The Warrants of any Series and of any Tranche comprising, together with another Tranche or other Tranches, a Series, are subject to these Conditions, as modified and/or supplemented by the terms of such Series or Tranche (the "Terms"). A copy of the Warrant Agreement will be available for inspection at the specified offices of the Warrant Agent. The Holders of Warrants of any Series are bound by and are deemed to have notice of the Terms of such Series of Warrants and are deemed to have notice of the provisions of the Warrant Agreement applicable to them. Expressions used herein and not defined shall have the meaning given to them in the relevant Terms. 1. FORM AND TRANSFER 1.1 Form 1.2 Title The Warrants are issued in registered and uncertificated form. The Warrants comprise registered Warrants which for the time being are uncertificated securities in accordance with the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended from time to time (the "Regulations"). The Warrants will be issued and transferred in uncertificated form through the dematerialised securities trading system operated by CRESTCo Limited, known as CREST ("CREST"). Warrants in certificated form will not be issued. The Warrants are constituted by and have the benefit of a deed of covenant executed by each of the Issuers and dated 1 July Title to the Warrants shall pass by transfer and registration in the Register as described in this Condition. Except as ordered by a court of competent jurisdiction or as required by law, the Holder (as defined below) of any Warrant shall be deemed to be and may be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating the Holder. 1.3 Holder In these Conditions, "Warrantholder" or "Holder" means the person in whose name a Warrant is registered in the Register. 1.4 Registration Subject to the Regulations, the Issuers will cause to be kept a record of securities (as defined in, and in accordance with, the Regulations) (the "Register"). 1.5 Transfer of Warrants Warrants may, subject to the terms of the Warrant Agreement and to Condition 1.6, be transferred by means of a relevant system in accordance with the Regulations and the rules, practices and procedures of the relevant system. No transfer of a Warrant will be valid unless and until entered on the Register of Warrantholders maintained by the Operator (as defined in, and in accordance with, the Regulations). A Warrant

15 may be registered only in the name of, and transferred only to, a named person (or persons, not exceeding four in number). 1.6 Formalities Free of Charge Any transfer pursuant to this Condition 1 will be effected without charge subject to (i) the person making a transfer paying or procuring the payment of any Expenses payable in connection therewith, (ii) the Registrar being satisfied with the identity of the person making such transfer and (iii) such reasonable regulations as the Issuers may from time to time agree with the Registrar. Any transfer will be subject to the provisions of all applicable fiscal or other laws and regulations in effect at the time of such transfer. 2. STATUS AND GUARANTEE 2.1 Status The Warrants represent general contractual obligations of the relevant Issuer and are not secured by any property of such Issuer. The Warrants rank equally among themselves and, save for such exceptions as may be provided by Applicable Law, pari passu with all other unsecured and unsubordinated obligations of such Issuer but excluding any debts for the time being preferred by Applicable Law and any subordinated obligation. 2.2 Guarantee The payment obligations of GSJ in respect of Warrants issued by GSJ only (the "Guaranteed Warrants") are unconditionally and irrevocably guaranteed by Goldman Sachs Europe in its capacity as guarantor (the "Guarantor") pursuant to a deed of guarantee dated 14 March 2003 (as amended or supplemented, the "Guarantee") made by the Guarantor in favour of the holders of Guaranteed Warrants. 3. EXERCISE RIGHTS 3.1 Exercise Period American Style Warrants Warrants designated in the relevant Terms as "American Style" are exercisable on any Business Day (which for the purposes of American Style Warrants shall constitute an Exercise Date) during the Exercise Period subject to prior termination of the Warrants as provided in Condition Exercise Period European Style Warrants Warrants designated in the relevant Terms as "European Style" are exercisable on the Exercise Date specified in the relevant Terms subject to prior termination of the Warrants as provided in Condition Exercise Period Bermudan Style Warrants Warrants designated in the relevant Terms as "Bermudan Style" are exercisable on any one of two or more Exercise Dates specified in the relevant Terms subject to prior termination of the Warrants as provided in Condition Entitlement The rights attaching to each Warrant on exercise will be as set out in the relevant Terms

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