GOLDMAN SACHS & CO. LLC FORM ADV, PART 2A - MANAGED ACCOUNT STRATEGIES

Goldman Sachs & Co. LLC – Managed Account Strategies 200 West Street New York, NY 10282 877.GOLDMAN (465.3626) www.gs.com This wrap fee program brochure (the “Brochure”) provides information about the qualifications and business practices relating to the Managed Account Strategies program sponsored by Goldman Sachs & Co. LLC. If you have any questions about the contents of this Brochure, please contact your Private Wealth Management team at the number provided on your monthly statement or at (212) 902-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Investment adviser registration does not imply a certain level of skill or training. Additional information about Goldman Sachs & Co. LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. March 31, 2026 This Brochure (also referred to as Appendix 1) describes the Managed Account Strategies program sponsored by Goldman Sachs & Co. LLC.  Item 2 - MATERIAL CHANGES This Brochure is dated March 31, 2026. There have been no material changes to the Brochure from the last annual update dated March 28, 2025. This Brochure has been revised and contains updated and expanded disclosures relating to business operations particularly in the following areas: Item 4 – Services, Fees and Compensation Item 9 – Additional Information (cid:120) (cid:120) (cid:120) Appendix A: Fee Schedule (for other than Retirement Plans) Clients are encouraged to read this Brochure in detail and contact their Goldman Sachs team with any questions. 2  Item 3 - TABLE OF CONTENTS Item 4 - SERVICES, FEES AND COMPENSATION ..................................................................... 4 Item 5 - ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS ................................................ 10 Item 6 - PORTFOLIO MANAGER SELECTION AND EVALUATION .............................................. 10 Item 7 - CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS .................................. 12 Item 8 - CLIENT CONTACT WITH PORTFOLIO MANAGERS ..................................................... 12 Item 9 - ADDITIONAL INFORMATION .................................................................................... 12 GLOSSARY ...................................................................................................................... 37 Appendix A: Fee Schedule (for other than Retirement Plan Accounts) ........................................... 41 Appendix B: Fee Schedule (for Retirement Plans) ..................................................................... 44 3  Item 4 - SERVICES, FEES AND COMPENSATION Introduction This Brochure relates to the Managed Account Strategies program (“Program”) sponsored by Goldman Sachs & Co. LLC (“GS&Co.”). The Program is offered to clients of GS&Co.’s Private Wealth Management group (“PWM”). PWM, together with various affiliates as described in the PWM Brochure, comprises the wealth management business of Goldman Sachs Asset & Wealth Management (“Asset & Wealth Management”). PWM primarily provides advisory services to high net worth individuals and institutional clients and helps clients build and preserve their financial wealth. PWM operates through offices located in Atlanta, Austin, Boston, Brentwood, Cohoes, Chicago, Dallas, Denver, Detroit, Houston, Los Angeles, Miami, New York, Philadelphia, San Francisco, Seattle, Washington, D.C. and West Palm Beach. Unless otherwise specified, references in this Brochure to “clients” mean Program clients and references to the advisory services provided by GS&Co. mean the advisory services provided by GS&Co. as sponsor of the Program. Clients investing in the Program include clients of advisory affiliates of GS&Co. or where a GS&Co. advisory affiliate otherwise makes the Program available. Certain GS&Co. affiliates may charge fees at different rates than the Program rates set forth herein. The actual rate for each client will be set forth in the client’s applicable agreements. Financial advisors of GS&Co.’s affiliate Goldman Sachs Wealth Services, L.P. (“Goldman Sachs Wealth Services”) are also registered representatives of GS&Co., as more fully described in the Goldman Sachs Wealth Services Brochure. Principal Owner and Operating History GS&Co.’s principal owner is The Goldman Sachs Group, Inc. (“GS Group”) a public company that is a bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”), and a worldwide, full-service financial services organization. GS&Co. has been a registered investment adviser with the SEC since 1981. GS Group, GS&Co., and their respective affiliates, directors, partners, trustees, managers, members, officers and employees are referred to collectively as “Goldman Sachs.” Overview of the Services Provided under the Program Clients investing in the Program pay a “wrap” fee for discretionary investment management services by managers that are affiliated with Goldman Sachs (“Affiliated Managers”) and managers that are unaffiliated with Goldman Sachs (“Unaffiliated Managers,” and together with Affiliated Managers, “Managers”) participating in the Program. This fee covers the compensation of GS&Co. as sponsor of the Program, as well as the compensation of the Manager, and also generally covers the cost of brokerage execution through Goldman Sachs, custody at GS&Co., reporting and other administrative services. Manager Selection Based upon information provided by the client, GS&Co. selects, or recommends that the client select, one or more Managers in the Program to manage the client’s assets in an Account established for this purpose (“Program Account”). Where a client authorizes GS&Co., the client’s relationship manager (“Private Wealth Advisor”) may select, appoint and remove Managers and may allocate and reallocate assets in the client’s Program Accounts without the client’s prior approval or consent. The Manager has full decision making authority over investments and transactions, subject to any reasonable restrictions imposed by a client, the investment style that the client has selected, and any guidelines negotiated between the Manager and the External Investing Group Public Strategies (“XIG – Public Strategies”) group. The Manager may accept, or withdraw from the management of, a client’s 4  Account based on the nature of the proposed restrictions or for any other reason. Restrictions regarding industry groups are determined by reference to an independent source, such as industry classifications in a well-recognized index, or by the Manager. Clients should be aware that the performance of Program Accounts with restrictions will differ from, and may be lower than, the performance of Program Accounts without restrictions. The Manager may, in its discretion, hold the amount that would have been invested in the restricted security in cash, invest in substitute securities or invest it across the other securities in the strategy that are not restricted. The Manager also has exclusive responsibility to determine trades, select brokers and dealers and the markets on or in which trades will be executed. Please refer to each Manager’s Form ADV brochure for information about its advisory business. Manager Selection – Retirement Plans Clients that are individual retirement accounts under the Internal Revenue Code of 1986 (“IRC”) Section 408 or 408A, Coverdell Education Savings Accounts, tax-qualified retirement plans (including Keogh plans) under IRC Section 401(a), pension plans and other employee pension benefit plans subject to ERISA (collectively, “Retirement Plans”) have two different options for selecting Managers. Generally, pursuant to an agreement to provide non-discretionary investment advisory services, Private Wealth Advisors will provide advice and recommendations regarding manager and strategy selection, including Affiliated and Unaffiliated Managers. Although the fee rate paid to GS&Co. in connection with Retirement Plan Managed Account Strategies is consistent regardless of whether the client selects Affiliated or Unaffiliated Managers, in cases where an Unaffiliated Manager is selected, the client will also bear an additional fee that is payable to the Unaffiliated Manager. With respect to Managed Account Strategies, certain Retirement Plans who have sophisticated plan fiduciaries can choose participating Managers either comprised exclusively of Affiliated Managers (“Affiliated Manager Option”) or Unaffiliated Managers (“Unaffiliated Manager Option”). In such cases, unless GS&Co. otherwise agrees, GS&Co. does not act as a “fiduciary” for purposes of ERISA, provide advice, make recommendations or otherwise assist Retirement Plans in the decision to select between an Affiliated Manager or an Unaffiliated Manager. The selection between the Affiliated Manager Option and the Unaffiliated Manager Option will be the sole responsibility of the Retirement Plan in these circumstances; however, once a Retirement Plan chooses an option, GS&Co. may assist the Retirement Plan in identifying, evaluating and selecting one or more potential Managers within the option selected. GS&Co. has a managed program platform for eligible Retirement Plans (the “Retirement Platform”), the terms of which are available as part of the account opening documents. If a client maintains both Retirement Plans and Program Accounts (that are not Retirement Plans) with GS&Co., any advice or recommendations made by GS&Co., including Private Wealth Advisors or any other GS&Co. personnel, for an Account that is not a Retirement Plan does not apply to and should not be used by the client for any decision made by a Retirement Plan, which present different considerations. There may also be changes in applicable law governing Retirement Plans that may drive certain changes to available products and services offered by GS&Co. or its affiliates. Execution Services Each Manager has the sole discretion to select broker-dealers, including Goldman Sachs, to execute trades for Program Accounts. The Manager is responsible for executing client trades in a manner that is consistent with its obligation to seek best execution, and clients are encouraged to review the selected Manager’s Form ADV brochure concerning its brokerage practices. 5  Generally, the Manager selects Goldman Sachs to execute most equity trades. This is because the fee paid by each client, as described under “Fees for the Program” below, covers all Program fees on all agency trades effected through Goldman Sachs. When executing trades for Program Accounts, Goldman Sachs is not acting as an investment adviser, but is acting exclusively as a broker-dealer in connection with such trades, and only executes trades for Program Accounts upon a Manager’s instruction. Transactions in Program Accounts will generally produce increased trading flow for Goldman Sachs. To the extent permitted by applicable law, Goldman Sachs may act as principal in executing trades for each client’s Account, or as agent while also representing another client of GS&Co. on the other side of the trade (an “agency cross trade”). For more information about principal and agency cross trades, please refer to Item 9, Principal Trading and Cross/Agency Cross Transactions with Advisory Accounts. If the Manager executes trades in auction rate securities through Goldman Sachs, the client may obtain a written description of Goldman Sachs’ disclosures and considerations for investing in auction rate securities at http://www.gs.com/ars (a hard copy is also available upon request). If a Manager selects a broker-dealer other than Goldman Sachs to execute trades for a Program Account, the client could pay additional Execution Charges for such trades, and any such Execution Charges will be in addition to the Program fee. For more information about the Program fee, please refer to Item 4, Fees for the Program below. Custody and Administrative Services GS&Co. handles some or all of the custody, clearance and settlement services, as well as certain other administrative services, provided under the Program at no additional fee. If a client elects a third-party custodian, the client will bear the fees, costs, expenses and/or commissions charged by the custodian, including any custody and administrative fees. Unless instructed otherwise, each Manager will be responsible for voting proxies associated with securities held in the Program Accounts in accordance with the Manager’s proxy voting policy. Where GS&Co. acts as custodian, it will forward to the Manager copies of all related proxies and shareholder communications. Clients who elect not to custody assets with GS&Co. are encouraged to contact their third-party custodians to ensure that they, or their selected Manager, receive such materials directly from their custodians. Neither GS&Co. nor the Manager will render any advice or take any action with respect to securities or other property held in the Program Account or the issuers thereof that become the subject of any legal proceedings, including bankruptcies and class actions. Cash Sweep Unless a client notifies us otherwise, GS&Co. is authorized to sweep free credit balances in a Program Account into one or more money market funds through GS&Co. or bank deposit accounts (“Bank Deposit Cash Sweep”) with its affiliate, Goldman Sachs Bank USA (“GS Bank”). Clients should discuss with their Private Wealth Management team which cash sweep option is appropriate for them, based on factors such as their investment objectives, financial circumstances, tax status and desire for related payment services. Unless the client selects a different cash sweep option, the Bank Deposit Cash Sweep will generally be the default sweep option regardless of any difference in actual or expected returns in connection with other sweep options. GS&Co. may make changes to or remove a client’s cash sweep option at any time, in its sole discretion and any cash would be held in free credit balances or moved to another available option. A client may request a different cash sweep option by informing their Private Wealth Management team. The cash sweep service is a feature of clients’ custodial and brokerage relationship with GS&Co. In offering the cash sweep service, designating a default cash sweep option or selecting a cash sweep option, GS&Co. is not recommending any securities transaction or investment strategy or acting as an investment adviser. Cash sweep options may be limited depending on the client’s residence or the advisory strategies in which the account is invested. Returns on cash sweep options are impacted by a variety of factors, including applicable interest rates and the nature of the account. For example, interest rates on Bank Deposit Cash Sweep could yield lower 6  returns than cash swept to money market funds, and after-tax yields on cash subject to a Bank Deposit Cash Sweep could yield lower results than cash swept to money market funds. The Bank Deposit Cash Sweep provides benefits to GS&Co. and GS Bank. GS Bank may pay GS&Co. a fee in connection with Advisory Accounts that use the Bank Deposit Cash Sweep. GS&Co. and Private Wealth Advisors earn higher compensation in connection with Bank Deposit Cash Sweep than from cash swept to money market funds. The cash sweep service is intended as a vehicle for free credit balances pending investment, but can be expected to provide a lower return than other investment products offered by GS&Co. The cash sweep options should not be viewed as long-term investment options. If clients desire to maintain cash balances for other than a short-term period or are seeking higher yields available in the market, clients should contact their Private Wealth Management team to discuss investment options that may be available outside of the cash sweep service. Different money market funds have different fees and expenses, which may be found in the applicable fund prospectuses. Clients should ask their Private Wealth Management team which money market funds are available as cash sweep options. Interest rates applied to Bank Deposit Cash Sweep offered through GS Bank are variable and subject to change at the sole discretion of GS Bank. Rates may be higher or lower than rates available at other banks and may vary based on the amount of a client’s deposit balances or relationship with GS&Co. Clients can obtain information about interest rates by going to www.goldman.com, or asking their Private Wealth Management team. If a client does not wish to participate in the cash sweep service, their cash will be held as free credit balances in their GS&Co. brokerage account in accordance with GS&Co.’s customary practice. Free credit balances will generally earn less interest than money market funds or Bank Deposit Cash Sweep. Special Notice for Cash Sweeps for Retirement Plans GS&Co. will not charge any Program fees with respect to Retirement Plan assets in the Program that are invested in one or more money market funds or Bank Deposit Cash Sweep. However, Goldman Sachs may earn investment management, investment advisory or similar fees for its investment management or investment advisory services with respect to the services it provides to the money market funds or Bank Deposit Cash Sweep. Please refer to the applicable prospectus for the current annual contractual management fee. As a result, the differential in fees to be paid to Goldman Sachs for Retirement Plans invested in the money market funds or Bank Deposit Cash Sweep will be the difference between the fees that would have otherwise been charged by GS&Co. for its investment management or advisory services under the Program fee, on the one hand, and the investment management, investment advisory and other similar fees for investment management or investment advisory services paid by the money market fund or Bank Deposit Cash Sweep to Goldman Sachs, on the other hand. Please note, however, that there are also other expenses, as described in the applicable prospectus, which are paid to Goldman Sachs as transfer agent or to third parties (e.g., fees paid to attorneys and accountants who render professional services to the Funds). These expenses will represent an additional expense to the Retirement Plan. Money market funds and Bank Deposit Cash Sweeps are available as a cash sweep vehicle because GS&Co. believes that it is prudent to sweep all uninvested assets to a sweep vehicle, and the Program uses open-end investment companies managed by Goldman Sachs. Program Accounts will not pay a sales commission in connection with the purchase or a sale of any Financial Square Fund and will not pay a redemption fee in connection with a sale by it to the Financial Square Fund. For information on Bank Deposit Cash Sweep, please see Item 4, Cash Sweep, above. 7  Fees for the Program Clients pay GS&Co. an annual fee based on a percentage of the market value of the Program Account, as set forth on the fee schedule signed by the client at account opening. Actual fees paid may be negotiated and may differ from those in Appendix A (for other than Retirement Plans) and Appendix B (for Retirement Plans). A client may pay more or less than the fees for similar clients depending on the particular circumstances of the client, including the size of the relationship and required service levels. Fee Schedule Absent special circumstances, the fees set forth in the first asset tiers ($0-$10 million) in Appendix A (for other than Retirement Plans) and Appendix B (for Retirement Plans) represent the maximum fees that clients may currently be charged for new Program Accounts, irrespective of current asset balances. Fees for preexisting Program Accounts may be higher or lower per strategy or may have negotiated a flat fee that is higher or lower than the current ADV rate. Certain employees of the firm or an affiliate may receive advisory services at lower rates or on a fee free basis and may be able to invest at lower minimum amounts than clients currently invest. GS&Co. pays a portion of the Program fee to the Manager. For Program Accounts (other than Retirement Plans) the Manager fee is currently 0.20% for fixed income Accounts and between 0.20% and 0.85% for equity Accounts (including Dynamic Equity) based on the value of the Program Accounts managed by the Manager. For Retirement Plan Accounts, the Manager fee is between 0.275% and 0.80% for equity Accounts (including Dynamic Equity). As an accommodation, GS&Co. may permit clients to transfer separately managed accounts managed by an investment manager that does not participate in the Program from their current custodian to GS&Co. In these circumstances, GS&Co. charges clients an annual fee of up to 0.40% of the value of the client’s assets managed by that investment manager. This fee is in addition to the investment management fee and other fees charged by the client’s Manager. The fee covers all charges (including brokerage commissions on agency transactions and commission equivalents (but not the spreads and certain mark- ups and mark-downs on principal transactions)) for transactions executed through Goldman Sachs and GS&Co.’s administrative charges as well as fees for general asset allocation advice. GS&Co. does not recommend or monitor these managers, and each client is solely responsible for the selection, retention and termination of these managers. Calculation and Deduction of Advisory Fees Advisory fees paid by clients for Program Accounts are generally charged quarterly in arrears based on the average market value of the assets in the Program Account during the previous quarter. Average market value is generally determined using end-of-day quantities and an end-of-day market price for each security including any applicable accruals. Fees are prorated and due upon termination or for partial periods. Where GS&Co. acts as custodian, the Program fees are automatically deducted from the client’s Program Account unless other arrangements have been agreed upon between the client and GS&Co. In the case of Program Accounts held at a third-party custodian, clients generally direct their custodian to have their fees and expenses debited from the account for credit to GS&Co. Ability to Obtain Services Separately Clients may be able to obtain some or all of the services offered through the Program separately from GS&Co. or from other firms, and the cost of obtaining the services separately may be more or less than the Program fee. Factors that bear on the cost of the Program in relation to the cost of the same services purchased separately include the range of investment strategies and Managers selected, anticipated trading activity and the range of custodial, reporting and other ancillary services that are available. Clients should also understand that the combination of the Program services may not be available separately and 8  certain Managers might not be willing or able to provide their services or particular investment strategies outside of the Program because of minimum Account sizes or other factors. Other Fees and Expenses The Program fee does not include certain execution costs that may be charged to the client, including: broker-dealer spreads; certain broker-dealer mark-ups or mark-downs on principal transactions; fees and other expenses related to transactions in depository receipts, including fees associated with foreign ordinary conversion; creation fees charged by third parties and foreign tax charges; auction fees; fees charged by exchanges on a per transaction basis; debit balances and margin interest; certain odd-lot differentials; transfer taxes; electronic fund and wire transfer fees; fees in connection with trustee and other services rendered by Goldman Sachs; fees on NASDAQ trades; certain costs associated with trading in foreign securities and other property; any other charges mandated by law; and certain fees in connection with trust accounting, or the establishment, administration or termination of Retirement Plans. The Program fees also do not cover Execution Charges (such as commissions, commission equivalents, mark-ups, mark-downs, spreads) on transactions a Manager places with broker-dealers other than Goldman Sachs. For example, Managers of fixed income strategies will generally execute trades through third-party dealers and, therefore, the spread, mark-ups and mark-downs on those trades will be paid by clients to the third-party dealer. Any such Execution Charges will be separately charged to the client’s Program Account. Third-party custodians reserve the right to charge fees including trade away fees and fees related to specific investments such as mutual funds and alternative investments. For a complete list of fees that may apply to the Program Account, clients should review their customer agreements with the applicable custodian. Clients will pay the public offering price for any securities purchased from an underwriter or dealer involved in a distribution. If GS&Co. is a member of the underwriting syndicate from which a security is purchased, GS&Co. may, directly or indirectly, benefit from such purchase. In addition, the value of Program assets invested in shares of investment companies (closed-end or mutual fund companies, and unit investment trusts) is included in calculating the Program fee, to the extent permitted by law. These shares are also subject to investment advisory, administration, transfer agency, distribution, shareholder service and other fund-level expenses (some of which may be paid to Goldman Sachs) that are paid by the fund and clients, indirectly, as a fund shareholder. The Program fee will not be reduced by any of these fund-level fees unless required by law. Goldman Sachs may charge fees on cash swept into the Bank Deposit Cash Sweep or held as free credit balances. Compensation for Recommending the Wrap Fee Program Private Wealth Advisors and GS&Co. receive compensation in connection with a client’s participation in the Program. The amount of this compensation may differ from the compensation that might have been received by the Private Wealth Advisors and GS&Co. if the client had instead participated in another advisory program offered by GS&Co. or paid separately for the investment advice, brokerage and other services available through the Program. The amount of the compensation received also may vary based on the selection of a Manager, asset class or investment strategy, to the extent permitted by applicable law. Goldman Sachs will generally benefit from the selection of an Affiliated Manager, as the amount of compensation received from a Program Account advised by an Affiliated Manager generally will differ from the compensation received from a traditional separate Advisory Account (that is, an Advisory Account with an advisory fee that does not include Execution Charges, custodial and other fees) also advised by Goldman Sachs. Except in the case of Retirement Plans, the Private Wealth Advisors and GS&Co. also may recommend or select certain Managers based on the nature of the compensation arrangement with each Manager. These arrangements generally include fee break points that GS&Co. has negotiated with the Managers that reduce the fee paid to Managers (and correspondingly increase the portion of the fee retained by GS&Co.) as assets managed by a particular Manager in the Program increase. Any such differentials in compensation create a financial incentive on the part of GS&Co. and Private Wealth Advisors to recommend or, if applicable, select one advisory program, Manager, asset class or investment strategy over another. 9  Clients who grant GS&Co. discretionary authority to select and remove Managers, allocate assets, and reallocate assets in Program Accounts should understand that any changes made by GS&Co. may result in changes to the overall asset allocation and selection of investment strategies for the Program Accounts. Because the fees for each investment strategy vary by asset class, GS&Co.’s discretionary actions may result in a client paying a higher aggregate fee for the Program. In addition to the disclosures contained in this Brochure, these and other potential conflicts of interest are disclosed in the GS&Co. Private Wealth Management Form ADV brochure and other strategy-specific documents provided to clients from time to time and in GS&Co.’s investment advisory agreement with the client. Item 5 - ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS Types of Clients Many of GS&Co.’s clients are individuals who invest their assets with us directly as individuals or through private investment vehicles, such as privately held corporations, partnerships, limited liability companies, or trusts, and estates of such clients. GS&Co. also provides investment advisory services to institutional clients, including charitable organizations, pension plans, corporations, insurance companies who may be offering wrappers to individual clients, and other business entities. Account Minimums GS&Co. generally requires clients to open a Program Account with a minimum Account value of $100,000. Certain investment strategies and Managers require a higher minimum Account value to open a Program Account. Program Accounts may be terminated by GS&Co. in its discretion if the value of the Accounts falls below certain minimum thresholds established by GS&Co. from time to time. Funding and Liquidation The client may open an Account with cash, marketable securities or a combination of both. When initially funding an Account with securities, a client should bear in mind that the selected Manager may decide to sell all or a substantial portion of the client’s existing portfolio of securities and that the client is responsible for tax liabilities that may result from those transactions. Alternatively, a Manager may return the securities to the client if the Manager is not able to accept or sell the securities for regulatory or other reasons. Clients may choose to liquidate assets from the Program and transition them to another product offering with specific entry or subscription periods and liquidity features, or to another Manager. Clients may choose to authorize GS&Co. to select exchange-traded funds (“ETFs”) on a discretionary basis and to instruct a Manager (if the Manager has agreed to accommodate these requests) to purchase each selected ETF using the proceeds of the liquidated securities from the Program Account. Clients are not charged an investment advisory fee on those assets, but may be charged Execution Charges for such transactions, even if the transactions are executed through Goldman Sachs. Item 6 - PORTFOLIO MANAGER SELECTION AND EVALUATION Evaluation of Managers The selection and evaluation process for Unaffiliated Managers is provided by the XIG – Public Strategies group, which is part of the External Investing Group (“XIG”) within Goldman Sachs Asset Management, L.P. (“GSAM LP”). The XIG – Public Strategies group has developed a due diligence process focused on identifying and evaluating the investment merits of each Unaffiliated Manager. Unaffiliated Managers are selected through a multi-step process that includes a due diligence review designed to assess the quality of the candidates and the likelihood of producing appropriate investment 10  results over the long-term. An investment committee determines which Unaffiliated Managers are available for investment. Although the XIG – Public Strategies group reviews the performance history of Unaffiliated Managers participating in the Program, none of GS&Co., the XIG – Public Strategies group or any third-party calculates or audits the information for accuracy, verifies the appropriateness of the methodology on which the performance is calculated or verifies whether the performance complies with GIPS or any other standard for performance calculation. The methods for calculating performance and forming composites can differ among Unaffiliated Managers and performance information is not necessarily calculated on a uniform and consistent basis. Past performance is not indicative of future results and, as such, prospective clients should not rely on Unaffiliated Manager performance information when making an investment decision. Unaffiliated Managers are typically responsible for the day-to-day investment decisions within the Program with respect to assets allocated to such Unaffiliated Managers, although the XIG – Public Strategies group may develop benchmarks and written investment guidelines for the management of client assets by Unaffiliated Managers. XIG – Public Strategies group’s responsibilities with respect to Unaffiliated Managers generally are limited to the selection, appointment, evaluation, monitoring and removal of such Unaffiliated Managers, and the XIG – Public Strategies group generally does not have any rights with respect to determining or approving specific investments made by the Unaffiliated Managers other than setting general investment objectives and guidelines. XIG uses a different process to evaluate ETFs, applying quantitative screens that assess specific factors, including tracking error, total assets, expense ratio, length of track record and other factors (which may be adjusted periodically). Clients should carefully review the Form ADV brochure for each of the Managers they consider under the Program, including information about best execution, trade rotation and order of execution, investment allocations, conflicts of interest and any other policy or issue that could potentially impact the management of client assets under the Program. To the extent a Program Account regularly trades behind other types of accounts in a Manager’s rotation system, for example, it is possible that the Program Account may suffer adverse effects depending on market conditions. Affiliated Managers GSAM LP or another affiliate of GS&Co. may be selected by or recommended to clients investing in the Program, except in the case of Retirement Plans that have selected the Unaffiliated Manager Option. Affiliated Managers are not reviewed by the XIG – Public Strategies group, but instead undergo a different review process. GS&Co. considers the addition of a new strategy managed by an Affiliated Manager through a process that reviews the specific strategy, asset class, performance and relative fees in the context of making the strategy available to clients. In the case of Affiliated Managers, the operational infrastructure and internal controls are well understood and are currently in place for other strategies offered to clients. As a result, the review process generally focuses on the specifics of the investment strategy and any unique characteristics, risks or eligibility criteria of the investment strategy. On the whole, the due diligence process for Affiliated Managers is significantly less rigorous and substantively different than that for Unaffiliated Managers. As a result, Advisory Personnel may select or recommend an Affiliated Manager for a Program Account that underperforms Unaffiliated Managers (or other Affiliated Managers) that might have been selected or recommended, or not select or recommend an Unaffiliated Manager that would otherwise have been selected or recommended, had the due diligence process applicable to Unaffiliated Managers been utilized for Affiliated Managers. Furthermore, when Advisory Personnel conduct due diligence of Affiliated Managers, they may be restricted from obtaining information they might otherwise request with respect to such Affiliated Managers and their sponsors, managers or advisers as a result of internal informational barriers. If Advisory Personnel do not have access to certain information with respect to an Affiliated Manager, they may determine not to consider such Affiliated Manager for a Program Account, or, conversely, Advisory Personnel may select an Affiliated Manager for the Program Account notwithstanding that certain material information is unavailable to the Advisory Personnel, each of which could adversely affect the Program Account. For example, investments managed by such Affiliated Manager could significantly decline in value, resulting in substantial losses to the Program Account. 11  For information about the conflicts associated with the selection and recommendation of Affiliated Managers, please see Item 4, Compensation for Recommending the Wrap Fee Program and Item 9, Receipt of Compensation from Investment Advisers. GS&Co. seeks to address these potential conflicts relating to the selection and recommendation of Affiliated Managers by disclosing the affiliation to clients so that they may consider the potential conflict. Removing Managers Generally clients can request that the Manager for their Program Account be changed at any time, and GS&Co. will implement such requests as soon as is reasonably practicable. If GS&Co. removes a Manager from the Program, GS&Co. generally attempts to reach each affected client not enrolled in the Discretionary Manager Selection strategy so the client may select a replacement Manager. Clients may grant GS&Co. the authority to replace a removed Manager with a Manager of a comparable strategy (if available) without prior approval. In these cases, GS&Co. will select a replacement Manager and notify the client of the selection. If GS&Co. is not able to find a replacement Manager, securities previously managed by that Manager will be held by GS&Co. in a brokerage account for the client and the client will be responsible for directing transactions in those securities. If a client wishes to continue to retain a Manager that has been removed, the client will need to make other arrangements with GS&Co. outside the Program. Item 7 - CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS Each Manager is provided with certain information concerning the client’s investment objectives, financial goals, risk tolerance, investment time horizon, reasonable restrictions and such other information as a Manager reasonably requests to satisfy its own policies and procedures. Each client is responsible for providing accurate and complete information to GS&Co., as the failure to do so could affect the recommendation or selection of a Manager and that Manager’s acceptance and management of the client’s assets. GS&Co. will periodically notify the Manager of updates or changes to any of the information previously provided that could affect the management of the client’s Account. Item 8 - CLIENT CONTACT WITH PORTFOLIO MANAGERS At a client’s request, GS&Co. will make available the appropriate Goldman Sachs personnel or a representative of the Manager to respond to a client’s inquiry about the management of the client’s Program Account. Item 9 - ADDITIONAL INFORMATION Disciplinary Information In the ordinary course of its business, GS&Co. and its management persons, as well as Goldman Sachs, and/or other Goldman Sachs personnel, have in the past been, and may in the future be, subject to periodic audits, examinations, claims, litigation, formal and informal regulatory or other inquiries, requests for information, subpoenas, employment-related matters, disputes, investigations, and other civil, legal or regulatory proceedings involving the SEC, other regulatory authorities, or private parties. Such actions, investigations, litigation and claims have the potential to result in findings, conclusions, settlements, charges or various forms of sanctions against GS&Co. or its management persons, as well as Goldman Sachs and other Goldman Sachs personnel, including fines, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions and may increase the exposure of the PWM Client Accounts (the “Advisory Accounts”), GS&Co. and Goldman Sachs to potential liabilities and to legal, compliance and other related costs. Such actions or proceedings may involve claims of strict liability or similar risks against Advisory Accounts in certain jurisdictions or in connection with certain types of activities. 12  Information about GS&Co.’s investment management affiliates is contained in Part 1 of GS&Co.’s Form ADV. For information relating to other Goldman Sachs affiliates, please visit www.gs.com and refer to the public filings of The Goldman Sachs Group, Inc. Other Material Relationships with Affiliated Entities In certain cases, GS&Co. uses, suggests and recommends its own services and those of affiliated Goldman Sachs entities and business units. Fees paid in connection with such services, while believed to be customary compensation for relevant activities, are not always negotiated and, from time to time, could be more or less than what a comparable third party might charge. GS&Co. manages Advisory Accounts on behalf of certain affiliated Goldman Sachs entities, which creates potential conflicts of interest related to GS&Co.’s determination to use, suggest or recommend the services of such entities or business units. The particular services involved depend on the types of services offered by the affiliate or business unit. The arrangements may involve sharing or joint compensation, or separate compensation, subject to the requirements of applicable law. GS&Co. shares resources with and delegates certain of its trading, advisory and other activities for clients to other businesses within GS&Co. other than PWM and/or to GS&Co.’s affiliates and portfolio management functions may be shared or moved between affiliated advisers. Particular relationships include, but are not limited to, those discussed below. Goldman Sachs’ affiliates will retain any compensation when providing investment services to, or in connection with investment activities of, Advisory Accounts, subject to applicable law. Compensation may take the form of referral payments, commissions, mark-ups, mark-downs, service fees or other commission equivalents. Advisory Accounts are not entitled to any such compensation retained by Goldman Sachs’ affiliates. Broker-Dealer GS&Co. is registered with the SEC as a broker-dealer. Certain of GS&Co.’s management persons are registered representatives of GS&Co. to the extent necessary or appropriate to perform their responsibilities. GS&Co. uses, or suggests or recommends that advisory clients use the securities, futures execution, clearing, custody or other services offered by GS&Co. or its affiliates. These affiliates include (but are not limited to), Goldman Sachs International (“GSI”), Goldman Sachs (Asia) Securities Limited, Goldman Sachs Japan Co., Ltd., and Goldman Sachs Saudi Arabia. GS&Co. and Goldman Sachs Wealth Services have overlapping officers and personnel and share office space and certain expenses. GS&Co. receives compensation when acting as a broker-dealer executing transactions for Advisory Accounts for affiliates, including Goldman Sachs Wealth Services. Advisory Accounts, including Program Accounts, will generally execute all transactions through Goldman Sachs as further described in Item 4, Execution Services. Subject to client consent as required by applicable law, GS&Co. or its affiliates may engage in principal transactions with Advisory Accounts that are not Retirement Plans. For additional information about principal trading, please see Item 9, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading below. Goldman Sachs typically earns Execution Charges in connection with transactions executed as agent or principal. Clients will pay these charges in addition to the advisory fee paid to GS&Co. or its affiliates, except as described in Item 4, Services, Fees and Compensation. Goldman Sachs will likely share all or a portion of any Execution Charges with its affiliates and Goldman Sachs employees, including Private Wealth Advisors, which could create an incentive for GS&Co. or a Private Wealth Advisor to make execution decisions based on their interest in receiving a share of Execution Charges. For Accounts offered through PWM but managed by GSAM LP, transactions are executed according to GSAM LP’s policies and procedures regarding execution of trades. In addition, GS&Co. and its broker-dealer affiliates that provide custodial services benefit from the use of free credit balances (i.e., cash) in Advisory Accounts, subject to the limitation set forth in SEC Rule 15c3-3 under the U.S. Securities Exchange Act of 1934, as amended. Free credit balances are payable to clients on demand. If negative interest rates apply, clients will be charged a fee in connection with such free credit balances. PWM receives certain recordkeeping, administrative and support services from other parts of 13  GS&Co. or its affiliates. GS&Co., in its advisory capacity, obtains research ideas, analyses, reports and other services (including distribution services) from its affiliates. In addition, Goldman Sachs has ownership interests in trading networks, securities or derivatives indices, trading tools and settlement systems. In addition, Goldman Sachs holds ownership interests in, and Goldman Sachs personnel sit on the boards of directors of, centralized exchanges and trading platforms, electronic communication networks, alternative trading systems and other similar execution or trading systems or venues (collectively, “ECNs/Trading Venues”). Goldman Sachs may be deemed to control one or more of such ECNs/Trading Venues based on its levels of ownership and its representation on the board of directors of such ECNs/Trading Venues. As of the date hereof, Goldman Sachs held ownership interests in the following ECNs/Trading Venues: (i) Members Exchange (MEMX), (ii) Members Exchange Options (MEMX Options), (iii) PureStream, (iv) GS Sigma X2 and (v) Marquee (GSCO). Goldman Sachs may acquire ownership interests in other ECNs/Trading Venues (or increase ownership in the ECNs/Trading Venues listed above) in the future. Additional information regarding the ECNs/Trading Venues in which Goldman Sachs has an ownership interest, as well as the ECNs/Trading Venues used by GS&Co., is updated from time to time and is available at https://www.goldmansachs.com/disclosures/ecns-disclosure.html. registered market makers related to these exchange-sponsored marketing Consistent with its duty to seek best execution for the Advisory Accounts, PWM, from time to time, directly or indirectly, effects trades for Advisory Accounts through such ECNs/Trading Venues. In such cases, Goldman Sachs receives an indirect economic benefit based upon its ownership interests in ECNs/Trading Venues. In addition, Goldman Sachs receives fees, cash credits, rebates, discounts or other benefits from ECNs/Trading Venues to which it, as a broker, routes order flow based on the aggregate trading volume generated by Goldman Sachs (including volume not associated with client orders) and the type of order flow routed and certain ECNs/Trading Venues, such as many exchanges, provide rebates or charge fees based on whether routed orders contribute to, or extract liquidity from, the ECN/Trading Venue. Discounts or rebates received by Goldman Sachs from an ECN/Trading Venue during any time period could differ and could exceed the fees paid by Goldman Sachs to the ECN/Trading Venue during that time period. The amount of such discounts or rebates varies. Further, the U.S. listed options exchanges sponsor marketing fee programs through which registered market-makers receive payments from the exchanges based upon their market making status and/or as a result of their designation as a “preferenced” market maker by an exchange member with respect to certain options orders. GS&Co. may receive payments from “preferenced” fee programs. The amount of such payments varies. PWM will effect trades for an Advisory Account through such ECNs/Trading Venues only if PWM reasonably believes that such trades are in the best interest of the Advisory Account and that the requirements of applicable law have been satisfied. PWM executes transactions with Goldman Sachs or unaffiliated broker-dealers in accordance with its best execution policies and procedures. In the event assets of an Advisory Account are treated as “plan assets” subject to ERISA, the use of ECNs/Trading Venues to execute trades on behalf of such Advisory Account may, absent an exemption, be treated as a prohibited transaction under ERISA. However, PWM effects trades through ECNs/Trading Venues provided that such trades are executed in accordance with the exemption under Section 408(b)(16) of ERISA. In addition, PWM is required to obtain authorization from any Advisory Account whose assets are treated as “plan assets” in order to execute transactions on behalf of such Advisory Account using an ECN/Trading Venue in which Goldman Sachs has an ownership interest. Furthermore, there may be limitations or restrictions placed on the use of ECNs/Trading Venues (including, without limitation, for purposes of complying with law and otherwise). Through GS&Co.’s trading on or membership to various trading platforms or venues, or interactions with certain service providers (including depositaries and messaging platforms), GS&Co. and its affiliates, in certain cases, receive interests, shares or other economic benefits from such service providers. 14  Investment Companies and Other Pooled Investment Vehicles GS&Co. and certain of its affiliates, including GSAM LP, act in an advisory or sub-advisory capacity with respect to separately managed accounts and private investment funds and in other capacities, including as trustee, managing member, adviser, administrator and/or distributor to a variety of U.S. and non-U.S. investment companies including separate accounts underlying variable life insurance policies and variable annuity contracts that are structured as registered investment companies as well as other pooled investment vehicles including collective trusts, ETFs, closed end funds, business development companies and private investment funds. Such advisory, sub-advisory, or other relationships in some cases are with affiliated entities or with institutions that are not part of Goldman Sachs. Certain GS&Co. personnel are also directors, trustees and/or officers of these investment companies and other pooled investment vehicles. GS&Co. and its affiliates, in their capacities as advisers or sub-advisers to these entities, will receive management or advisory fees. Although such fees are generally paid by the entities, the costs are ultimately borne by clients as investors. These fees will be in addition to any advisory fees or other fees agreed between investors in their capacity as clients and GS&Co. for investment advisory, brokerage services or other services. Except as otherwise agreed, clients of GS&Co. and its affiliates may invest in these investment companies and other pooled investment vehicles offered by Goldman Sachs without paying fees to GS&Co. For entities where GS&Co. applies an advisory fee, the fee that will apply is generally the same for both affiliated and unaffiliated entities and clients may pay more or less than the index oriented fee depending on the agreed upon fee schedule. For additional information on compensation earned for the sale of these products, please see Item 4, Services, Fees and Compensation. Other Investment Advisers GS&Co. has investment advisory affiliates in and outside of the United States that are registered with the SEC as investment advisers. These affiliates include, but are not limited to GSAM LP, Goldman Sachs Asset Management International (“GSAMI”), and Goldman Sachs Wealth Services. GS&Co. and its affiliates have or intend to have co-advisory or sub-advisory relationships with their investment advisory affiliates, as required for proper management of particular Advisory Accounts and in accordance with applicable law. GS&Co. will receive compensation in connection with such relationships. For additional information on compensation earned when clients select other investment advisers, see Receipt of Compensation from Investment Advisers, below. Where permissible by law, GS&Co. and its affiliates share resources in connection with providing investment advisory services, including credit analysis, execution services and trade support. GS&Co. personnel may recommend the investment advisory services of its affiliates, including, but not limited to, GSAM LP, and Goldman Sachs Wealth Services, to its clients. Certain Advisory Personnel who make such referrals receive compensation for referring clients to such affiliates, subject to applicable law. GS&Co. personnel also refer clients to certain unaffiliated investment advisers. In such instances, the investment adviser pays GS&Co. a portion of the investment management fee charged to the client. Clients may be offered access to advisory services through GS&Co., Goldman Sachs Wealth Services, GSAM LP, GSAMI, or other affiliated investment advisers. These investment advisers manage Accounts according to different strategies and may also apply different criteria to the same or similar products (including, but not limited to, equities and fixed income securities). For instance, in the case of Accounts holding municipal bonds, GSAM LP and GS&Co. may apply different credit criteria (including different minimum credit ratings, sector restrictions, maturity limitations or portfolio duration), they may offer different portfolio structures (e.g., laddered, barbelled or customized), and they may have different minimum Account size requirements. Additionally, GS&Co. executes trades through itself as well as third parties and may participate in underwritings, whereas GSAM LP and GSAMI generally only execute trades through third parties. Since each investment adviser’s investment decisions are made independently, it should be expected that GSAM LP and/or GSAMI may be buying while GS&Co. and/or Goldman Sachs Wealth Services are selling, or vice versa. Therefore, it is possible that accounts managed by GSAM LP or GSAMI could sustain losses during periods in which accounts managed by GS&Co. or Goldman Sachs Wealth Services achieve significant profits on their trading, and vice versa. 15  Subject to applicable law, GS&Co. has the discretion to delegate all or a portion of its advisory or other functions (including placing trades on behalf of Advisory Accounts) to any affiliate that is registered with the SEC as an investment adviser or to any of its non-U.S. affiliated advisers. GS&Co. may also move or share portfolio management between affiliated advisers. This might include the movement of portfolio managers from GS&Co. to an affiliated adviser or the transfer of management of the portfolio to a management team within an affiliated adviser. A copy of the brochure of GSAM LP, Goldman Sachs Wealth Services, GSAMI, or other affiliated investment advisers is available on the SEC’s website (www.adviserinfo.sec.gov) and will be provided to clients or prospective clients upon request. Clients that want more information about any of these affiliates should contact GS&Co. Financial Planning retirement, estate, insurance, GS&Co.’s affiliate, Goldman Sachs Wealth Services, provides financial planning (“Financial Planning,” which may also be referred to at times as “financial counseling” or “financial coaching”) as described more fully in the Goldman Sachs Wealth Services Brochure, which generally focuses on planning related to compensation and employment benefits, cash-flow, investment, philanthropic, and tax planning as may be appropriate, in addition to investment management, financial education and other services to publicly traded companies and privately held firms and their respective executives and employees, high net worth individuals, and affinity and membership organizations or community-based and charitable organizations and their respective members and participants. Goldman Sachs Wealth Services’ personnel recommend GS&Co.’s investment advisory services to its clients and receive fees from GS&Co. in certain circumstances. Goldman Sachs Wealth Services’ Personal Wealth offering is also available to clients who generally do not have another Financial Planning relationship with Goldman Sachs Wealth Services, but who have at least $1,000,000 held in Advisory Accounts. Additional information about Personal Wealth can be found in the Goldman Sachs Wealth Services ADV 2A. For information on financial planning offered by GS&Co. see Item 4 – Advisory Services – Family Office Services of the PWM Brochure. Futures Commission Merchant, Commodity Pool Operator, Commodity Trading Advisor GS&Co. and certain of its affiliates are registered with the Commodity Futures Trading Commission (“CFTC”) as an FCM, CPO, SD and CTA. These affiliates include GSAM LP, and GSAMI and GSAMS. If permitted by law and applicable regulations, GS&Co. buys, sells and/or clears futures and swaps on behalf of its Advisory Accounts through itself or its CFTC-registered affiliates and these affiliates receive commissions in connection with such transactions. GS&Co. also utilizes the services of these affiliates in connection with foreign exchange transactions for certain Advisory Accounts. Bank or Thrift Institution Banks GS Group is a Financial Holding Company and a Bank Holding Company registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under the BHCA. GS Group is subject to supervision and regulation by the Federal Reserve. GS Bank is an FDIC insured, New York State chartered Federal Reserve member bank. GS Bank accepts brokered deposits, lends to individuals and corporate clients, transacts in certain derivatives, and provides securities lending, custody and hedge fund administration services. GS Bank offers securities-based loans and structured loans to Private Wealth Management clients on the Goldman Sachs platform. GS Bank benefits from the use of securities-based loans and structured loans by charging interest on those loans. 16  GS&Co. and Advisory Personnel who make referrals and participate in GS&Co.’s compensation plan receive compensation for referring clients to GS Bank for such loans. These loans are not made on an advisory basis but are solely self-directed. Such referrals create a conflict between the interests of clients and the interests of GS&Co. and its employees since GS&Co. and these Advisory Personnel have an economic interest in the loans. Such compensation is in addition to compensation GS&Co. and these Advisory Personnel receive from the investment advisory fee charged by GS&Co. for providing advisory services to the Advisory Accounts pledged as collateral for the loans. Borrowing against securities is not suitable for all investors. Sufficient collateral must be maintained to support a loan and to take advances. It should be expected that if there is a decline in the value of a client’s collateral assets, including as a result of markets going down in value, clients will be required to deposit more securities or funds to maintain the level needed to avoid a maintenance call or pay down the line of credit and that GS Bank will sell some or all of a client’s securities without prior notice to maintain the account at the required levels. This could affect a client’s holdings or the account or strategy the client is invested in, and could also have tax ramifications, in particular diminishing a client’s overall tax objectives, especially where the client has chosen to invest in a tax aware strategy. GS Bank can increase a client’s collateral maintenance requirements at any time without notice. Additionally, GS Bank has no obligation to fund the line and can change the client’s interest rate or demand full or partial repayment at any time. Clients should also consult with their own tax advisor prior to using municipal securities as collateral, as there may be tax consequences associated with doing so. GS&Co. offers a Bank Deposit Cash Sweep with its affiliate, GS Bank, which may be elected for use in eligible accounts, including at a client’s direction. Unless the client selects a different cash sweep option, the Bank Deposit Cash Sweep will generally be the default sweep option regardless of any difference in actual or expected returns in connection with other sweep options. Returns on cash sweep options are impacted by a variety of factors, including applicable interest rates and the nature of the account. For example, interest rates on a Bank Deposit Cash Sweep could yield lower returns than cash swept to money market funds, and after-tax yields on Bank Deposit Cash Sweep could yield lower results than cash swept to money market funds. Private Wealth Advisors earn higher compensation in connection with Bank Deposit Cash Sweep than from cash swept to money market funds. The Bank Deposit Cash Sweep provides benefits to GS&Co. and GS Bank. GS Bank may pay GS&Co. a fee in connection with Advisory Accounts that use the Bank Deposit Cash Sweep Option. Interest rates applied to Bank Deposit Cash Sweep offered through GS Bank are variable and subject to change at the sole discretion of GS Bank. Rates may be higher or lower than rates available at other banks and may vary based on the amount of a client’s deposit balances or relationship with GS&Co. Clients can obtain information about interest rates by going to www.goldman.com, or asking their GS&Co. team. GS Bank benefits from the use of cash swept from client account assets because client participation in the Bank Deposit Cash Sweep option increases GS Bank’s deposits and thus its overall profits. GS&Co. acts as agent in establishing, and custodian in maintaining records of the clients’ beneficial ownership of the Bank Deposit Cash Sweep at GS Bank. PWM clients may also open separate savings accounts and term deposits to which different interest rates may apply. In particular, clients may open direct accounts at GS Bank at rates that could be higher or lower than rates for the Bank Deposit Cash Sweep. The level of service for direct accounts at GS Bank differs from what is offered through such Bank Deposit Cash Sweep. Trust Companies GS&Co. also has relationships with The Goldman Sachs Trust Company, N.A., a national bank limited to fiduciary activities (“GSTC”), and The Goldman Sachs Trust Company of Delaware, a Delaware limited purpose trust company (“GSTD”). GSTC and GSTD provide personal trust and estate administration and related services to certain of GS&Co.’s clients. GS&Co. and its affiliates provide a variety of services to GSTC and GSTD, including investment advisory, sub-advisory, brokerage, distribution, marketing, operational, infrastructure, financial, auditing and administrative services. Goldman Sachs receives fees from GSTC and GSTD according to the fee schedules agreed upon between the parties in arm’s-length service agreements. GSTC also maintains collective investment funds for eligible pension and profit sharing clients. GSTC has appointed GS&Co. as investment adviser for the collective investment funds, subject to 17  the supervision and control of GSTC. Certain personnel of GS&Co. and GS&Co.’s affiliates have been cross-designated as officers of GSTC. Insurance Company or Agency GS&Co.’s affiliates, The Ayco Services Agency, L.P. and The Ayco Services Insurance Agency, Inc., are licensed insurance agencies and engage in the insurance agency business for purposes of selling, brokering, and co-brokering, including, but not limited to, life insurance policies and annuity contracts (both fixed and variable) and long-term care insurance contracts for separate compensation. GS&Co. may refer clients to these related affiliates and will receive referral fees subject to applicable law. Sponsor or Syndicator of Limited Partnerships Goldman Sachs establishes unregistered privately-placed vehicles in which clients invest and distributes securities issued by such vehicles. GS&Co. and its affiliates generally receive fees in connection therewith. Management Persons; Policies and Procedures Certain of GS&Co.’s management persons also hold positions with one or more Goldman Sachs affiliates. In these positions, those management persons of GS&Co. have certain responsibilities with respect to the business of these affiliates, and the compensation of these management persons may be based, in part, upon the profitability of these affiliates. Consequently, in carrying out their roles at GS&Co. and these affiliates, the management persons of GS&Co. are subject to the same or similar potential conflicts of interest that exist between GS&Co. and these affiliates. GS&Co. has established a variety of restrictions, policies, procedures and disclosures designed to address potential conflicts that arise between GS&Co., its management persons and its affiliates. These policies and procedures include: information barriers designed to prevent the flow of information between GS&Co., its personnel and certain other affiliates; policies and procedures relating to brokerage selection, trading with affiliates or investing in products managed or sponsored by affiliates; and allocation and trade sequencing policies applicable to Accounts (as defined below). No assurance can be made that any of GS&Co.’s current policies and procedures, or any policies and procedures that are established by GS&Co. in the future will have their desired effect. Additional information about these conflicts and the policies and procedures designed to address them is available in Item 9, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Affiliated Indexes Goldman Sachs has in the past, and may in the future, develop, co-develop, own and operate stock market and other indexes (each, an “Index”) based on investment and trading strategies and concepts developed by Goldman Sachs or co-developed by Goldman Sachs and a third-party. Goldman Sachs has entered into, and may in the future enter into, a revenue sharing arrangement with a third-party co-developer of an Index pursuant to which Goldman Sachs receives a portion of the fees generated from licensing the right to use the Index or components thereof to third parties. Some of the ETFs for which GSAM LP or its affiliates act as investment adviser (the “GSAM LP ETFs”) seek to track the performance of an Index. GS&Co., from time to time, manages Advisory Accounts that invest in these GSAM LP ETFs, which may facilitate the GSAM LP ETFs achieving a specified size or scale. Goldman Sachs may make payments to an investor that contributes seed capital to a GSAM LP ETF. Such payments may continue for a specified period of time and/or until a specified dollar amount is reached, and will be made from the assets of Goldman Sachs (and not the applicable GSAM LP ETF). Seed investors may contribute all or a majority of the assets in a GSAM LP ETF. There is a risk that such seed investors may redeem their investments in the GSAM LP ETF, particularly after payments from Goldman Sachs have ceased. Such redemptions could have a significant negative impact on the GSAM LP ETF, including on its liquidity and the market price of its shares. 18  Goldman Sachs has adopted policies and procedures that are designed to address potential conflicts that arise in connection with Goldman Sachs’ operation of the Indexes, the GSAM LP ETFs and the Advisory Accounts. Goldman Sachs has established certain information barriers and other policies designed to address the sharing of information between different businesses within Goldman Sachs, including with respect to personnel responsible for maintaining the Indexes and those involved in decision-making for the ETFs. In addition, as described in the section titled, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading below, GS&Co. has adopted a code of ethics. Growth Through Acquisitions Goldman Sachs intends to grow organically, as well as inorganically, through acquisitions. In the future, Goldman Sachs may acquire advisers and/or their business lines that may further expand the depth and breadth of its advisory business. Receipt of Compensation from Investment Advisers GS&Co. may select, or recommend that clients allocate assets to, one or more Accounts or funds managed by one or more Affiliated Managers or Unaffiliated Managers, managers that are unaffiliated with Goldman Sachs (Unaffiliated Managers and Affiliated Managers are referred to collectively in this Brochure as “Managers”). The ability to recommend both Affiliated Managers and Unaffiliated Managers creates potential conflicts for GS&Co. and could impact its decisions regarding Manager selection when affiliation is considered by GS&Co., among other factors, in deciding whether to make Managers available to clients, to increase client investments with Managers, and to retain or withdraw client investments from Managers. GS&Co. receives compensation in connection with clients’ investments in, and selection of and recommendation of such Accounts or funds, and such compensation creates a conflict of interest. For example, Goldman Sachs receives various forms of compensation, including fees, commissions, payments, rebates, remuneration, services or other benefits (including benefits relating to investment and business relationships of Goldman Sachs) from Unaffiliated Managers and their affiliates. Therefore, investments by Advisory Accounts with Unaffiliated Managers (where Goldman Sachs participates in the fee and/or profit sharing arrangement or other interest in the equity or profits of Unaffiliated Managers) will result in additional compensation to Goldman Sachs. Subject to applicable law, (and excluding Retirement Accounts), the amount of such compensation, including fees, commissions, payments, rebates, remuneration, services or other benefits to Goldman Sachs, or the value of Goldman Sachs’ interests in the Unaffiliated Managers or their businesses, varies by Unaffiliated Manager and will generally be greater if GS&Co. selects or recommends certain Unaffiliated Managers over other Unaffiliated Managers, as further described below. In addition, as a major participant in global financial markets providing a wide range of financial services, Goldman Sachs provides various services or has business dealings, arrangements or agreements with affiliates and portfolio companies of Unaffiliated Managers. GS&Co. will face potential conflicts in making determinations as to whether one or more Advisory Accounts should invest or withdraw funds from Unaffiliated Managers (or underlying funds they manage or advise) with which Goldman Sachs has such relationships. In certain cases, Goldman Sachs or other Accounts have equity, profits or other interests in Unaffiliated Managers or have entered into arrangements with such Unaffiliated Managers in which such Unaffiliated Managers would share with Goldman Sachs or other Accounts a material portion of its fees or allocations. Such revenue sharing arrangements exist in situations that include, without limitation, where Unaffiliated Managers earn fees as a result of the allocation of Advisory Account assets to such Unaffiliated Managers or where such Unaffiliated Mangers manage an External Product that invests in Affiliated Products. Payments to Goldman Sachs (either directly from Unaffiliated Managers (or underlying funds they manage or advise) or in the form of fees or allocations payable by client accounts) will generally increase as the amount of assets that Managers manage increases. Therefore, investment by Advisory Accounts with such Unaffiliated Managers (or underlying funds they manage or advise) where Goldman Sachs or other Accounts have a fee and/or profit sharing arrangement or other interest in the equity or profits of such Unaffiliated Managers generally results in additional revenues to Goldman Sachs and its personnel. The relationship that Goldman Sachs and other Accounts have with such Unaffiliated Managers 19  (or their portfolio companies or affiliates) generally also results in GS&Co. being incentivized to increase Advisory Accounts’ investments with such Unaffiliated Managers or to retain their investments with such Unaffiliated Managers (or underlying funds they manage or advise). Except to the extent required by applicable law, GS&Co. will not account to a client for or offset any compensation received by Goldman Sachs against fees and expenses the client otherwise owes Goldman Sachs. Because Goldman Sachs will, on an overall basis, receive higher fees, compensation and other benefits if client assets are allocated to Affiliated Managers, including Accounts or investment funds managed by Goldman Sachs, such as GSAM LP and GSAMI, GS&Co. has an incentive to allocate or recommend the assets of Advisory Accounts to Affiliated Managers. For particular asset classes or investment strategies, GS&Co.’s advisory program may not have Unaffiliated Managers, or may have fewer Unaffiliated Managers than Affiliated Managers; accordingly, any allocations to such an asset class or investment strategy will more likely be made to Affiliated Managers, including GSAM LP or GSAMI. Clients should expect that Goldman Sachs and its Personnel will have interests in Managers or their affiliates, or have business relationships or act as counterparties with Unaffiliated Managers of their affiliates, including, for example, in Goldman Sachs’ prime brokerage, trade execution, and investment banking businesses. GS&Co. will be incentivized to make available, allocate assets to, and refrain from withdrawing assets from Unaffiliated Managers whose principals or employees are clients of Goldman Sachs. In addition, Goldman Sachs has investments in selected Managers or their affiliates. From time to time, Goldman Sachs receives notice of, or offers to participate in, investment opportunities from Unaffiliated Managers, their affiliates, or other third parties. Such investment opportunities are offered to Goldman Sachs for various reasons, which include business relationships with Unaffiliated Managers and their affiliates or other reasons, including that one or more Advisory Accounts have made investments with such Unaffiliated Managers. Such opportunities will generally not be required to be allocated to such Advisory Accounts. Investment (or continued investment) by particular Advisory Accounts with such Unaffiliated Managers may result in additional investment opportunities for Goldman Sachs or other Accounts. Certain Advisory Accounts (other than Retirement Plans) that allocate assets to Managers do not pay compensation to the Managers. Instead the Managers are compensated by GS&Co. out of compensation GS&Co. receives from the client. In such circumstances, any reduction in the compensation payable to the Managers will inure to the benefit of GS&Co., and not to the client. This fee structure incentivizes GS&Co. to recommend or select Managers with lower compensation levels (including Managers that discount their fees based on aggregate Account size or other relationships) in order to increase the net fee to GS&Co., and not recommend or select other Managers that might also be appropriate for the Advisory Accounts. Except for Retirement Accounts, it should be expected that the amount of the fee retained by Goldman Sachs will be affected by Goldman Sachs’ business relationships and the size of Accounts other than a particular Advisory Account, and will directly or indirectly benefit Goldman Sachs and other client accounts. Clients are not entitled to receive any portion of such benefits received by Goldman Sachs or other client accounts. As described above, certain Unaffiliated Managers discount their fees based on aggregate account size, and permit GS&Co. to aggregate the amount of assets allocated to such Unaffiliated Managers across all Advisory Accounts within the same strategy in order to receive discounted fees. In general, this results in a reduction in compensation payable to the Unaffiliated Managers by Advisory Accounts. However, actions taken by GS&Co. on behalf of one or more of such Advisory Accounts could adversely impact the other Advisory Accounts that invest with the same Unaffiliated Managers. For example, in the event Goldman Sachs causes one or more Advisory Accounts to reduce the amount of assets allocated to an Unaffiliated Manager, the remaining Advisory Accounts may no longer qualify for discounted fees in which case the compensation payable to such Unaffiliated Manager by such remaining Advisory Accounts would increase. On the other hand, causing a new Advisory Account to invest with an Unaffiliated Manager could reduce the fees paid by Advisory Accounts that already have an investment with the Unaffiliated Manager. GS&Co. addresses these conflicts of interest in a manner that is consistent with its fiduciary duties. 20  Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics and Personal Trading GS&Co. has adopted a Code of Ethics (the “Code”) under Rule 204A-1 of the Advisers Act, designed to provide that Advisory Personnel, and certain additional personnel of Goldman Sachs who support GS&Co., comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions. The Code imposes certain restrictions on securities transactions in the personal Accounts of covered persons to help avoid conflicts of interest. Subject to the limitations of the Code, covered persons buy and sell securities or other investments for their personal Accounts, including investments in pooled investment vehicles that are sponsored, managed or advised by Goldman Sachs, and also take positions that are the same as, different from, or made at different times than, positions taken (directly or indirectly) for Advisory Accounts. GS&Co. provides a copy of the Code to clients or prospective clients upon request. Additionally, all personnel of Goldman Sachs, including Advisory Personnel, are subject to firm-wide policies and procedures regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading. GS&Co. requires pre-clearance of certain personal securities transactions, both public and private, by Advisory Personnel and GS&Co. can deny any such transaction in its discretion. In order to address potential conflicts of interest with the Advisory Accounts and other legal and regulatory restrictions (such as when GS&Co. has confidential information about a portfolio company), Goldman Sachs maintains a list of securities in which Advisory Personnel cannot trade. In addition, GS&Co. prohibits its employees from accepting gifts and entertainment that could influence, or appear to influence, their business judgment. This generally includes gifts of more than $300 or meals and other business-related entertainment that may be considered lavish or extraordinary and therefore raise a question or appearance of impropriety. Participation or Interest in Client Transactions Goldman Sachs is a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization and a major participant in global financial markets. As such, it provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and individuals. Goldman Sachs acts as broker-dealer, investment adviser, investment banker, underwriter, research provider, administrator, financier, adviser, market maker, trader, prime broker, derivatives dealer, clearing agent, lender, custodian counterparty, agent, principal, distributor, investor or in other commercial capacities for accounts or companies or affiliated or unaffiliated funds in which certain Advisory Accounts have an interest. In those and other capacities, Goldman Sachs advises and deals with clients and third parties in all markets and transactions and purchases, sells, holds and recommends a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for its own accounts and for the accounts of clients and of its Personnel. In addition, Goldman Sachs has direct and indirect interests in the global fixed income, currency, commodity, equities, bank loan and other markets. In certain cases, Goldman Sachs causes certain Advisory Accounts to invest in products and strategies sponsored, managed or advised by Goldman Sachs or in which Goldman Sachs has an interest, either directly or indirectly, or otherwise restricts Advisory Accounts from making such investments, as further described herein. In this regard, there are instances when Goldman Sachs’ activities and dealings with other clients and third parties affect Advisory Accounts in ways that disadvantage Advisory Accounts and/or benefit Goldman Sachs or other Accounts (including Advisory Accounts). The following are descriptions of certain conflicts of interest and potential conflicts of interest that are associated with the financial or other interests that Goldman Sachs and have in advising or dealing with other clients (including other Advisory Accounts) or third parties or in acting on its own behalf. The conflicts herein do not purport to be a complete list or explanation of the conflicts associated with the financial or other interests GS&Co. or Goldman Sachs may have now or in the future. 21  Goldman Sachs Acting in Multiple Commercial Capacities Goldman Sachs faces conflicts of interest in providing and selecting services for Advisory Accounts because Goldman Sachs provides many services and has many commercial relationships with companies and affiliated and unaffiliated funds (or their applicable personnel). In this regard, Goldman Sachs could provide custody, distribution, transfer agency, administrative, lending or other services to Advisory Accounts, an underlying fund or a company in which an Advisory Account has an interest. In addition, a company in which an Advisory Account has an interest (or in which an Advisory Account acquires an interest in the future) may hire Goldman Sachs to provide underwriting, merger advisory, other financial advisory, placement agency, foreign currency or other hedging, research, asset management services, brokerage services or other services to the company. Furthermore, Goldman Sachs sponsors, manages, advises or provides services to affiliated and unaffiliated funds (or their personnel) in which Advisory Accounts invest and also provides guarantees with respect to certain fixed income investment products in which certain Advisory Accounts may invest. In addition, Goldman Sachs may simultaneously provide the same or different services to a portfolio company and certain personnel thereof. In connection with such commercial relationships and services, Goldman Sachs receives fees, compensation and remuneration that should be expected to be substantial, as well as other benefits. For example, providing such services enhances Goldman Sachs’ relationships with various parties, facilitate additional business development and enable Goldman Sachs to obtain additional business and/or generate additional revenue. Advisory Accounts will not be entitled to compensation related to any such benefit to businesses of Goldman Sachs, including PWM. In addition, such relationships may have an adverse impact on Advisory Accounts, including, for example, by restricting potential investment opportunities, as described below, incentivizing Goldman Sachs to take or refrain from taking certain actions on behalf of Advisory Accounts when doing so would be adverse to such business relationships, and/or influencing GS&Co.’s selection or recommendation of certain investment products and/or strategies over others. In connection with providing such services, Goldman Sachs takes commercial steps in its own interest, or advises the parties to which it is providing services, or takes other actions, any of which may have an adverse effect on an Advisory Account. Such actions may benefit Goldman Sachs. For example, Goldman Sachs is incentivized to cause Advisory Accounts to invest, directly or indirectly, in securities, bank loans or other obligations of companies affiliated with Goldman Sachs, advised by Goldman Sachs (including GS&Co.) or in which Goldman Sachs or Accounts (including Advisory Accounts) have an equity, debt or other interest, or to engage in investment transactions that may result in Goldman Sachs or other Accounts (including through other Advisory Accounts) being relieved of obligations or otherwise divested of investments. Similarly, certain Advisory Accounts acquire securities or indebtedness of a company affiliated with Goldman Sachs directly or indirectly through syndicate or secondary market purchases, or make a loan to, or purchase securities from, a company that uses the proceeds to repay loans made by Goldman Sachs. These activities by an Advisory Account may enhance the profitability of Goldman Sachs or other Accounts (including Advisory Accounts) with respect to their investment in and activities relating to such companies. Advisory Accounts will not be entitled to compensation as a result of this enhanced profitability. Providing such services may also have an adverse effect on Advisory Accounts. For example, Goldman Sachs makes loans to, and enters into margin, asset-based or other credit facilities or similar transactions with, clients, companies, individuals, or Managers or their affiliates that are secured by publicly or privately held securities or other assets, including by a client’s assets or interests in an Advisory Account. Some of these borrowers are public or private companies, or founders, officers or shareholders in companies in which Goldman Sachs, funds managed by Goldman Sachs, or Advisory Accounts or other Accounts (directly or indirectly) invest, and such loans may be secured by securities of such companies, which may be the same as, pari passu with, or more senior or junior to, interests held (directly or indirectly) by Goldman Sachs, funds managed by Goldman Sachs, Advisory Accounts or other Accounts. For example, Goldman Sachs has in the past extended, and expects to continue to extend, loans to persons who own and/or control the management companies and/or general partners of underlying funds in which Advisory Accounts invest (such loans, “Management Loans”). Management Loans in some cases are collateralized by management company interests, general partner interests, limited partner interests, carried interest allocations, and/or other securities or contractual rights relating to underlying funds in which Advisory Accounts invest. In connection with its rights as lender, Goldman Sachs acts to protect its own commercial 22  interest and may take actions that adversely affect the borrower, including by liquidating or causing the liquidation of securities on behalf of a borrower or foreclosing and liquidating such securities in Goldman Sachs’ own name, or assuming control over the relevant collateral. Goldman Sachs will be under no obligation to consider the interests of Advisory Accounts (even Advisory Accounts that have direct or indirect investments in the underlying fund(s) that served as collateral in whole or in part of a particular Management Loan). Such actions will adversely affect Advisory Accounts (if, for example, a large position in securities is liquidated, among the other potential adverse consequences, the value of such security declines rapidly and Advisory Accounts holding (directly or indirectly) such security in turn declines in value or are unable to liquidate their positions in such security at an advantageous price or at all). With respect to Management loans, the exercise of Goldman Sachs’ remedies could result in changes to the ownership, management or control of one or more underlying funds, potentially affecting the performance, strategy, or operations of Advisory Accounts that invest in such underlying funds. For a discussion of certain additional conflicts associated with Goldman Sachs or clients, on the one hand, and a particular Advisory Account, on the other hand, investing in or extending credit to different parts of the capital structure of a single issuer, see Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Accounts—Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure. Actions taken or advised to be taken by Goldman Sachs in connection with other types of services and transactions may also result in adverse consequences for Advisory Accounts. For example, if Goldman Sachs advises a company to make changes to its capital structure, the result could be a reduction in the value or priority of a security held (directly or indirectly) by Advisory Accounts. For more information in this regard, see Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure, below. In addition, underwriters, placement agents or managers of initial public offerings (“IPOs”), including GS&Co., often require clients who hold privately placed securities of a company to execute a lock-up agreement prior to such company’s IPO restricting the resale of the securities for a period of time before and following the IPO. As a result, GS&Co. will be restricted from selling the securities in such clients’ Advisory Accounts at a more favorable price. Certain of Goldman Sachs’ activities on behalf of its clients also restrict investment opportunities that are otherwise available to Advisory Accounts. For example, Goldman Sachs is often engaged by companies as a financial advisor, or to provide financing or other services, in connection with commercial transactions that are potential investment opportunities for Advisory Accounts. There are circumstances in which Advisory Accounts are precluded from participating in such transactions as a result of Goldman Sachs’ engagement by such companies. Goldman Sachs reserves the right to act for these companies in such circumstances, notwithstanding the potential adverse effect on Advisory Accounts. In addition, in connection with an equity offering of securities of a portfolio company for which Goldman Sachs is acting as an underwriter, Advisory Accounts will, in certain instances, be subject to regulatory restrictions (in addition to contractual restrictions) on their ability to sell equity securities of the portfolio company for a period after completion of the offering. Goldman Sachs represents creditor or debtor companies in proceedings under Chapter 11 of the U.S. Bankruptcy Code (and equivalent non-U.S. bankruptcy laws). From time to time, Goldman Sachs (including GS&Co.) serves on creditor or equity committees. It should be expected that these actions, for which Goldman Sachs (or GS&Co., as applicable) may be compensated, will limit or preclude the flexibility that the Advisory Account otherwise has to buy or sell securities issued by those companies, as well as certain real estate or other assets. Please also refer to Firm Policies, Regulatory Restrictions and Certain Other Factors Affecting Advisory Accounts, below. In addition, Goldman Sachs is expected to gather information in the course of such other activities and relationships about companies in which a client holds or may in the future hold an interest. In the event that Goldman Sachs is consulted in connection with opportunities with respect to these companies, Goldman Sachs shall have no obligation to disclose such information, any other non-public information which is otherwise subject to an obligation of confidence to another person, or the fact that Goldman Sachs. is in possession of such information, to the client or to use such information on the client’s behalf. As a result of actual or potential conflicts, Goldman Sachs may not be able to provide a client with information or certain services with respect to a particular opportunity. See also Considerations Relating to Information Held by Goldman Sachs, below. 23  Differing Advice and Competing Interests It should be expected that advice given to, or investment decisions made or other actions taken for, one or more Advisory Accounts will compete with, affect, differ from, conflict with, or involve timing different from, advice given to or investment decisions made for other Accounts, including Advisory Accounts. Goldman Sachs (including PWM), the clients it advises, and its Personnel have interests in and advise Accounts, including Advisory Accounts, that have investment objectives or portfolios similar to, related to or opposed to those of particular Advisory Accounts. In this regard, it should be expected that Goldman Sachs makes investment decisions for such Accounts that are different from the investment decisions made for Advisory Accounts, and that adversely impact Advisory Accounts, as described below. In addition, Goldman Sachs (including PWM), the clients it advises, and its Personnel engage (or consider engaging) in commercial arrangements or transactions with Accounts, and/or compete for commercial arrangements or transactions or invest in the same types of companies, assets, securities and other instruments, as particular Advisory Accounts. Such arrangements, transactions or investments adversely affect such Advisory Accounts by, for example, limiting clients’ ability to engage in such activity or by effecting the pricing or terms of such arrangements, transactions or investments. Moreover, a particular Advisory Account on the one hand, and Goldman Sachs or other Accounts (including other Advisory Accounts) on the other hand, may vote differently on, or take or refrain from taking different actions with respect to, the same security, that disadvantages the Advisory Account. Where Goldman Sachs receives greater fees or other compensation from such Accounts than GS&Co. does from the particular Advisory Accounts, Goldman Sachs, including through GS&Co., will be incentivized to favor such Accounts. It should be expected that other Accounts (including Advisory Accounts) engage in a strategy while an Advisory Account is undertaking the same or a differing strategy, any of which could directly or indirectly disadvantage the Advisory Account (including its ability to engage in a transaction or other activities). For example, if an Advisory Account buys a security, and Goldman Sachs or a Goldman Sachs client establishes a short position in that same security or in similar securities any such short position may result in the impairment of the price of the security that the Advisory Account holds or could be designed to profit from a decline in the price of the security. An Advisory Account could similarly be adversely impacted if it establishes a short position, following which Goldman Sachs or a Goldman Sachs client takes a long position in the same security or in similar securities. Similarly, where Goldman Sachs is engaged to provide advice to a client that is considering entering into a transaction with a particular Advisory Account, and Goldman Sachs advises the client not to pursue the transaction with the particular Advisory Account, or otherwise in connection with a potential transaction provides advice to the client, it should be expected that this will be adverse to the particular Advisory Account. Clients may be offered (or may already have) access to advisory services through several different Goldman Sachs affiliates (including through GS&Co. and GSAM LP). Different advisory businesses within Goldman Sachs manage Accounts according to different strategies and apply different criteria to the same or similar strategies and have differing investment views with respect to an issuer or a security or other investment. Similarly, Advisory Personnel can have differing or opposite investment views in respect of an issuer or a security, and as a result some or all of the positions Advisory Personnel take with respect to an Advisory Account will be inconsistent with, or adverse to, the interests and activities of Advisory Accounts advised by other Advisory Personnel. Moreover, research, analyses or viewpoints will be available to clients or potential clients at different times. Goldman Sachs will not have any obligation to make available to Advisory Accounts any research or analysis at any particular time or prior to its public dissemination. The timing of transactions entered into or recommended by Goldman Sachs (including GS&Co.), on behalf of itself or its clients, including Advisory Accounts, may negatively impact Advisory Accounts or benefit certain other Accounts, including other Advisory Accounts. For example, if Goldman Sachs implements an investment decision or strategy for certain Advisory Accounts ahead of, contemporaneously with, or behind the implementation of similar investment decisions or strategies for other Advisory Accounts, (whether or not the investment decisions emanate from the same research analysis or other information), it could result, due to market impact or other factors, in liquidity constraints or in certain Advisory Accounts receiving less favorable investment or trading results or incurring increased costs. Similarly, if Goldman Sachs implements an investment decision or strategy that results in a purchase (or sale) of security for one Advisory Account 24  such implementation may increase the value of such security already held by another Advisory Account (or decrease the value of such security that such other Advisory Account intends to purchase), thereby benefitting such other Advisory Account. The terms of an investment in an Account formed to facilitate investment by personnel of Goldman Sachs are typically different from, and more favorable than, those of an investment by a third-party investor in an Advisory Account. For example, investors in such an Account generally are not subject to management fees or performance-based compensation, share in the performance-based compensation, will not have their commitments pledged under a subscription facility, and will receive capital calls, distributions and information regarding investments at different times than third-party investors, and may receive equity compensation from underlying portfolio companies. It should be expected that, to the extent permitted by law, certain investors in such an Account will be provided leverage by Goldman Sachs. In the event of a substantial decline in the value of such Account’s investments, the leverage, if any, provided to employees may have the effect of rendering the investments by employees effectively worthless, which could undermine the potential alignment of interest between employees and third-party investors. In certain circumstances, subject to applicable law, Goldman Sachs will offer to purchase, redeem or liquidate the interests held by one or more investors in such an Account (potentially on terms advantageous to such Account’s investors) or to release one or more investors in such an Account from their obligations to fund capital commitments without offering third-party investors the same or a similar opportunity. Furthermore, Goldman Sachs personnel may also participate in one or more investments through a co-investment program or otherwise, which may also affect alignment of interests. Goldman Sachs, in its discretion, in certain circumstances recommends that certain Accounts have ongoing business dealings, arrangements or agreements with persons who are (i) former employees of Goldman Sachs, (ii) affiliates or other portfolio companies of Goldman Sachs or other Accounts, (iii) Goldman Sachs’ employees’ family members and/or relatives and/or certain of their portfolio companies or (iv) persons otherwise associated with an Account investor, portfolio company, or service provider. Accounts and/or their investors generally will bear, directly or indirectly, the costs of such dealings, arrangements or agreements. These recommendations, and recommendations relating to continuing any such dealings, arrangements or agreements, pose conflicts of interest and may be based on differing incentives due to Goldman Sachs’ relationships with such persons. In particular, when acting on behalf of, and making decisions for, Advisory Accounts, GS&Co. may take into account Goldman Sachs’ interests in maintaining its relationships and business dealings with such persons. As a result, GS&Co. faces conflicts of interest arising out of Goldman Sachs’ relationships and business dealings in connection with decisions to take or refrain from taking certain actions on behalf of Advisory Accounts when doing so would be adverse to Goldman Sachs’ relationships or other business dealings with such parties. Additionally, certain Portfolio Management Team members have family members or relatives that are actively involved in industries, sectors and companies in which Advisory Accounts invest, which gives rise to potential or actual conflicts of interest in connection with decisions by Portfolio Management Team members to take or refrain from taking certain actions on behalf of Advisory Accounts. Certain Private Wealth Advisors have accounts managed by Advisory Personnel and/or invest in the same securities that are recommended to clients or held in client accounts. Such Private Wealth Advisors may also hold securities and are able to trade for their own accounts contrary to financial guidance provided to clients. If Private Wealth Advisors have hired the Advisory Personnel to manage their accounts on a discretionary basis, those accounts are traded along with other client accounts and are not given any different or special treatment. Principal Trading and Cross/Agency Cross Transactions with Advisory Accounts When permitted by applicable law and GS&Co. policy, GS&Co., acting on behalf of its Advisory Accounts (for example, those employing taxable fixed income, municipal bond fixed income and structured investment strategies), may (but is under no obligation or other duty to) enter into transactions in securities and other instruments with or through Goldman Sachs or in Affiliated Products, and cause Advisory Accounts to engage in principal transactions, cross transactions and agency cross transactions. A principal transaction occurs when GS&Co., on behalf of an Advisory Account, engages in a transaction in 25  securities or other instruments with Goldman Sachs or in Affiliated Products acting as principal. In certain cases, Goldman Sachs earns compensation (such as a spread or mark-up) in connection with these transactions. Cross transactions occur if GS&Co. causes an Advisory Account to buy securities or other instruments from, or sell securities or other instruments to, another Advisory Account or an advisory client Account of a Goldman Sachs affiliate. An agency cross transaction occurs when Goldman Sachs acts as broker for an Advisory Account on one side of the transaction and a brokerage account or another Advisory Account on the other side of the transaction in connection with the purchase or sale of securities by the Advisory Account. Goldman Sachs receives a commission from such agency cross transactions. There are potential conflicts of interest, regulatory considerations or restrictions identified in GS&Co.’s internal polices relating to these transactions which could limit GS&Co.’s determination and/or ability to engage in these transactions for Advisory Accounts. In certain circumstances such as when Goldman Sachs is the only or one of a few participants in a particular market or is one of the largest such participants, such limitations will eliminate or reduce the availability of certain investment opportunities to Advisory Accounts or impact the price or terms on which transactions relating to such investment opportunities may be effected. In certain circumstances, Goldman Sachs will, to the extent permitted by applicable law, purchase or sell securities on behalf of an Advisory Account as a “riskless principal”. For instance, Goldman Sachs may purchase securities from a third party with the knowledge that an Advisory Account is interested in purchasing those securities and immediately sell the purchased securities to such Advisory Account. In addition, in certain instances, an Advisory Account may request Goldman Sachs to purchase a security as a principal and issue a participation or similar interest to the Advisory Account in order to comply with applicable local regulatory requirements. Goldman Sachs also serves as clearing agent for other Goldman Sachs clients that act as counterparty to trades for Advisory Accounts, and Goldman Sachs will earn a fee for these clearing services. See Goldman Sachs Acting in Multiple Commercial Capacities, above. Goldman Sachs will have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions, including with respect to a decision to enter into such transactions as well as with respect to valuation, pricing and other terms. GS&Co. has adopted policies and procedures in relation to such transactions and conflicts. However, there can be no assurance that such transactions will be effected or that such transactions will be effected in the manner that is most favorable to an Advisory Account that is a party to any such transactions. Cross transactions may disproportionately benefit some Advisory Accounts relative to other Advisory Accounts due to the relative amount of market savings obtained by the Advisory Accounts, and cross transactions may be effected at different prices for different Advisory Accounts due to differing legal and/or regulatory requirements applicable to such Advisory Accounts. Principal, cross or agency cross transactions are effected in accordance with fiduciary requirements and applicable law (which include providing disclosure and obtaining client consent, where required). Performance may differ for clients who do not consent to principal trades. Clients may revoke consent to agency cross transactions at any time by written notice to GS&Co., and any such revocation will be effective once GS&Co. has received and has had a reasonable time to act on it. Affiliated Products / External Products GS&Co. makes available a range of investment products, including both Affiliated Products and External Products. There may be, however, certain asset classes for which no External Products are made available. The decision to offer Affiliated Products or External Products is affected by a variety of factors, including but not limited to the availability of managers or number of managers GS&Co. considers that offer particular strategies, products’ investment objectives and performance track records, products’ capacity to accept new clients, investor concentration, product terms (including investment minimums, management fees, and expenses), access to portfolio managers as well as advisory personnel for discussion with clients, and the specialized nature of the products or strategies. The universe of products that are made available to Advisory Accounts (including those Advisory Accounts that invest in Multi-Asset Class or Customized Multi-Asset Class Portfolios) could be limited, including, for example, (i) because one or more External Products have not been reviewed or approved for investment; 26  (ii) as a result of internal informational barriers that restrict access to certain information regarding Affiliated Products, as described below; or (iii) for administrative, practical or other considerations. As a result, there likely will be one or more products that could have otherwise been selected or recommended for an Advisory Account but for such limitations, and such other products may be more appropriate or have superior historical returns than the investment product selected or recommended for the Advisory Account. In determining which External Products to review for inclusion on the Goldman Sachs platform, Goldman Sachs sources managers and/or investment opportunities in a variety of ways, including, for example, by reviewing databases and inbound inquiries from managers, and/or by leveraging relationships that such managers or other clients already have with other parts of Goldman Sachs’ businesses. Such relationships give rise to a conflict of interest, as Goldman Sachs is incentivized to select managers from whom Goldman Sachs receives fees or other benefits, including the opportunity for business development and the additional revenue that results therefrom. In addition, where Goldman Sachs is compensated more by one manager over another, it is incentivized to choose the higher paying manager. Different parts of Goldman Sachs source managers and investment opportunities in different ways and based on different considerations. See Goldman Sachs Acting in Multiple Commercial Capacities, above. Before making Affiliated Products or External Products available on the Goldman Sachs platform, various teams within Goldman Sachs review such products and, in doing so, consider certain factors, including the operational and reputational risks relating to such products. The focus of certain reviews and the teams conducting such reviews, however, differ depending on whether the product is an Affiliated Product or an External Product. In addition, different teams review or screen such products in different ways. With respect to External Products, certain External Products are reviewed by XIG, while other External Products are reviewed by other teams within Goldman Sachs. In this regard, XIG reviews External Products that it sources or that are sourced elsewhere in Goldman Sachs but intended to be offered to or placed with GS&Co. clients. External Products that are sourced by other groups within Goldman Sachs and that are intended to be placed with GS&Co.’s Investment Banking clients or FICC and Equities clients would be reviewed by such other sourcing group(s) within Goldman Sachs, but generally not by XIG. With respect to External Products reviewed by XIG, such products undergo a due diligence review designed to assess the investment merits of each product, which includes a review of the quality of the managers and the likelihood of producing appropriate investment results over the long term. Applicable investment and operational due diligence committees determine which External Products are available for investment. Although XIG reviews the performance history of External Products, none of GS&Co., XIG, or any third-party calculates or audits the information for accuracy, verifies the appropriateness of the methodology on which the performance is calculated or verifies whether the performance complies with Global Investment Performance Standards or any other standard for performance calculation. The methods for calculating performance and forming composites can differ among External Products and performance information generally is not calculated on a uniform and consistent basis. Past performance is not indicative of future results and, as such, prospective clients should not rely solely on External Product performance information when making an investment decision. XIG periodically reviews the External Products through interactions with Unaffiliated Managers designed to help understand the evolution of their views. XIG uses a different process to evaluate ETFs and certain third-party mutual funds, applying quantitative screens that assess specific factors, including tracking error, total assets, expense ratio, length of track record and other factors (which may be adjusted periodically). XIG will not review the entire universe of External Products that may be otherwise appropriate for Goldman Sachs’ platform. In addition, XIG might not consider any External Product for certain asset classes if an Affiliated Product is available; as a result, there might be no External Products available for certain asset classes on the Goldman Sachs platform. External Products that were not reviewed or approved by XIG could have been more appropriate for a particular Advisory Account or may have had superior historical returns than the products otherwise made available. Advisory Personnel utilize different processes for the selection of Affiliated and External Products for inclusion on an investment platform. The selection process for Affiliated Products is implemented primarily through a product development process by teams within Goldman Sachs other than XIG. Because such teams are familiar with and subject to the framework of Goldman Sachs’ operational infrastructure and 27  internal controls, they are likely, depending on the investment product, to generally focus more on the specifics of the investment product in developing such product. As further described below, in determining potential investment products for a particular Advisory Account, Advisory Personnel select or recommend an Affiliated Product that they may not have otherwise selected or recommended had the same review process applicable to External Products been utilized for the Affiliated Product. After investment products have been approved for offering by GS&Co., Advisory Personnel determine which products to select or recommend to clients. When considering potential investment products for a particular Advisory Account, Advisory Personnel give different weights to different factors depending on the nature of the client and on whether their review is for an Affiliated Product or for an External Product. Such factors include quantitative considerations (such as the investment product’s returns and performance consistency over specified time periods) and qualitative considerations (such as the investment product’s investment objective and process), which are inherently subjective and include a wide variety of factors. Advisory Personnel generally consider, for example, without limitation: (i) product-related factors, such as track record, index comparisons, risk and return assumptions; (ii) the Advisory Personnel’s experience and familiarity with particular potential investment products, and, if applicable, the investment management teams managing such investment products or their organizations; (iii) client-driven factors, such as the client’s investment objective, the effect on the client’s portfolio diversification objectives, consistency with the client’s asset allocation mode and investment program, and the projected timing of implementation; and (iv) other factors, such as capacity constraints and minimum investment requirements. It should be expected that consideration of such factors will not be applied consistently over time or by particular Advisory Personnel across all Accounts or across different products and may play a greater role in the review of certain strategies or products while others play no role at all, and the factors are subject to change from time to time. See also Differing Advice and Competing Interests, above. Advisory Personnel may consider qualitative and subjective factors to a greater extent than quantitative factors when they review an Affiliated Product as compared to an External Product. In such instances, Affiliated Products and External Products, will not be subject to the same review of quantitative and qualitative characteristics. Accordingly, such Advisory Personnel may recommend or select an Affiliated Product over an External Product and, in some cases the Affiliated Product that was recommended or selected will not perform as well as the External Product that would have been recommended or selected had the more quantitative review been applied to both Affiliated Products and External Products. Other factors affect the review of potential investment products by Advisory Personnel. For example, when Advisory Personnel review Affiliated Products, they may be restricted from obtaining information they might otherwise request with respect to such Affiliated Products and their sponsors, managers, or advisers as a result of internal informational barriers. When Advisory Personnel do not have access to certain information with respect to an investment product, they may determine not to consider such investment product for an Advisory Account, or, conversely, Advisory Personnel may select an investment product for the Advisory Account notwithstanding that certain material information is unavailable to the Advisory Personnel, each of which could adversely affect the Advisory Account (e.g., such Affiliated Product could significantly decline in value, resulting in substantial losses to the Advisory Account). For more information, see Considerations Relating to Information Held by Goldman Sachs, below. It should be expected that Advisory Personnel will not review the entire universe of External Products that are appropriate for an Advisory Account. As a result, there could be one or more External Products that would be a more appropriate addition to the Advisory Account than the investment product selected by Advisory Personnel. Such External Products may outperform the Affiliated Product selected for the Advisory Account. The availability of Affiliated Products versus External Products gives rise to additional conflicts of interest. Generally, Goldman Sachs receives higher fees, compensation and other benefits, and Advisory Personnel receive higher compensation, when assets of Advisory Accounts are allocated to Affiliated Products rather than External Products. GS&Co., therefore, is incentivized to allocate Advisory Account assets to Affiliated Products, rather than to External Products. Similarly, GS&Co. is disincentivized to consider or recommend the removal of an Advisory Account’s assets from, or the modification of an 28  Advisory Account’s allocations to, an Affiliated Product at a time that it otherwise would have where doing so would decrease the fees, compensation and other benefits to Goldman Sachs, including where disposal of such Affiliated Product by the Advisory Account would likely adversely affect the Affiliated Product with respect to its liquidity position or otherwise. Moreover, GS&Co. has an interest in allocating or recommending the assets of Advisory Accounts to Affiliated Products that impose higher fees than those imposed by other Affiliated Products or that provide other benefits to Goldman Sachs. Any differential in compensation paid to Personnel in connection with certain Affiliated Products rather than other Affiliated Products creates a financial incentive on the part of GS&Co. to select or recommend certain Affiliated Products over other Affiliated Products. For information regarding fees and compensation, see Item 4, Services, Fees and Compensation. From time to time, the activities of Affiliated Products may be restricted because of regulatory or other requirements applicable to Goldman Sachs and/or its internal policies designed to comply with, limit the applicability of, or otherwise relate to such requirements. External Products may or may not subject to the same or similar restrictions or requirements, and as a result may outperform Affiliated Products. From time to time, Goldman Sachs (including GS&Co.) provides opportunities to Advisory Accounts to make investments in Affiliated Products in which certain Advisory Accounts have already invested. Such follow-on investments can create conflicts of interest, such as the determination of the terms of the new investment and the allocation of such opportunities among Advisory Accounts. Follow-on investment opportunities may be available to clients with no existing investment in the Affiliated Product, resulting in the assets of an Advisory Account potentially providing value to, or otherwise supporting the investments of, other Advisory Accounts. Advisory Accounts may also participate in re-leveraging, recapitalization and similar transactions involving Affiliated Products in which other Advisory Accounts have invested or will invest. Conflicts of interest in these and other transactions arise between Advisory Accounts with existing investments in an Affiliated Product or Advisory Accounts liquidating their investment in the Affiliated Product, on the one hand, and Advisory Accounts making subsequent investments in the Affiliated Product, on the other hand, which have opposing interests regarding pricing and other terms. In addition, the subsequent investments may dilute or otherwise adversely affect the interests of the previously invested Advisory Accounts. The conflicts described in this paragraph apply equally to investments in External Products. See Differing Advice and Competing Interests above. Goldman Sachs (including GS&Co.) creates, writes, sells, issues, invests in or acts as placement agent or distributor of derivative instruments related to Affiliated Products such as pooled investment vehicles, or with respect to underlying securities or assets of Affiliated Products, or which are otherwise based on, or seek to replicate or hedge, the performance of Affiliated Products. Such derivative transactions, and any associated hedging activity, may differ from and be adverse to the interests of Advisory Accounts. For example, derivative transactions could represent leveraged investments in an investment fund in which Advisory Accounts have an interest, and the leveraged characteristics of such investments could make it more likely, due to events of default or otherwise, that there would be significant redemptions of interests from such underlying fund more quickly than might otherwise be the case. Goldman Sachs, acting in commercial capacities in connection with such derivative transactions, may in fact cause such a redemption. Activities in respect of derivative transactions, and any associated hedging activity, may occur as a result of Goldman Sachs’ adjustment in assessment of an investment or an Affiliated Manager or Unaffiliated Manager based on various considerations, and Goldman Sachs will not be under any obligation or other duty to provide notice to Advisory Accounts in respect of any such adjustment in assessment. See Differing Advice and Competing Interests, above. Subject to applicable law, Goldman Sachs (including GS&Co.) or its clients (including Advisory Accounts and Accounts formed to facilitate investment by Personnel) may invest in or alongside particular Advisory Accounts that are invested in Affiliated Products. These investments generally will be on terms more favorable than those of an investment by Advisory Accounts in such Affiliated Products and may constitute a substantial percentage of the assets of such Affiliated Products, resulting in particular Advisory Accounts being allocated a smaller share of the investment than would be the case absent the side-by-side investment. Unless provided otherwise by agreement to the contrary, Goldman Sachs, its Personnel and its clients may redeem or withdraw interests in these Affiliated Products at any time without notice or regard 29  to the effect on the portfolios of Advisory Accounts invested in the Affiliated Product and adversely affect such Advisory Accounts. Substantial requests for redemption or withdrawal by Goldman Sachs in a concentrated period of time could require an Affiliated Product to liquidate certain of its investments more rapidly than otherwise desirable in order to raise cash to fund the redemptions or withdrawals, adversely affecting the Affiliated Product and its investors, including Advisory Accounts. See Differing Advice and Competing Interests, above, and Firm Policies, Regulatory Restrictions and Certain Other Factors Affecting Advisory Accounts, below. It should be expected that the various types of investors in and beneficiaries of Affiliated Products, including Goldman Sachs and its affiliates, will have conflicting investment, tax and other interests with respect to their interest in the Affiliated Products. When considering a potential investment for an Affiliated Product, Goldman Sachs will generally consider the investment objectives of the Affiliated Product, not the investment objectives of any particular investor or beneficiary. Goldman Sachs makes decisions, including with respect to tax matters, from time to time that will be more beneficial to one type of investor or beneficiary than another, or to GS&Co. and its affiliates than to investors or beneficiaries unaffiliated with GS&Co. In addition, Goldman Sachs faces certain tax risks based on positions taken by an Affiliated Product, including as a withholding agent. Goldman Sachs reserves the right on behalf of itself and its affiliates to take actions adverse to the Affiliated Product or other Accounts in these circumstances, including withholding amounts to cover actual or potential tax liabilities. Failure to provide the necessary tax forms could result in over- withholding, requiring Advisory Account clients to reclaim excess amounts withheld. See Differing Advice and Competing Interests, above. Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure In some cases, Goldman Sachs or its clients (including Advisory Accounts), on the one hand, and a particular Advisory Account, on the other hand, invest in or extend credit to the same issuer, but in different parts of the capital structure. As a result, Goldman Sachs or its clients may take actions that adversely affect the particular Advisory Account. In addition, in some cases, Goldman Sachs (including PWM) advises clients with respect to part of the capital structure of an issuer where a particular Advisory Account has an investment in different classes of securities of such issuer that are subordinate or senior to the securities with respect to which Goldman Sachs is providing advice. Goldman Sachs is able to pursue rights, provide advice or engage in other activities, or refrain from pursuing rights, providing advice or engaging in other activities, on behalf of itself or its clients with respect to an issuer in which a particular Advisory Account has invested, and such actions (or inaction) may have an adverse effect on such Advisory Account. See Goldman Sachs Acting in Multiple Commercial Capacities, above. For example, in the event that Goldman Sachs or an Account holds loans, securities or other positions in the capital structure of an issuer that rank senior in preference to the holdings of a particular Advisory Account in the same issuer, and the issuer experiences financial or operational challenges, Goldman Sachs (acting on behalf of itself or the Account) may seek a liquidation, reorganization or restructuring of the issuer, or terms in connection with the foregoing, that could have an adverse effect or otherwise conflict with the interests of the particular Advisory Account’s holdings in the issuer. In determining its course of action, Goldman Sachs will not consider the interests of the particular Advisory Account. Goldman Sachs may determine to seek a liquidation, reorganization or restructuring that causes a particular Advisory Account’s holdings in the issuer to be extinguished or substantially diluted, while Goldman Sachs (including GS&Co.) or an Account may receive a recovery of some or all of the amounts due to them. In addition, in connection with any lending arrangements involving the issuer in which Goldman Sachs (including GS&Co.) or an Account participates, Goldman Sachs (including GS&Co.) or the Account may seek to exercise its rights under the applicable loan agreement or other document, in a manner detrimental to the particular Advisory Account. Alternatively, in situations in which an Advisory Account holds a more senior position in the capital structure of an issuer experiencing financial or other challenges as compared to positions held by other Accounts (including those of Goldman Sachs), Goldman Sachs (including GS&Co.) may determine not to pursue actions and remedies available to the Advisory Account or not to enforce particular terms that might be unfavorable to the Accounts holding the less senior position. In addition, in the event that Goldman Sachs or the Accounts hold voting securities of an issuer in which a particular Advisory Account holds loans, bonds or other credit-related assets or securities, Goldman Sachs or the Accounts may vote on certain 30  matters in a manner that has an adverse effect on the positions held by the Advisory Account. Conversely, Advisory Accounts may hold voting securities or credit-related assets of an issuer in which Goldman Sachs or Accounts hold credit-related assets or securities, and Goldman Sachs (including GS&Co.) may determine on behalf of the Advisory Accounts not to vote in a manner adverse to Goldman Sachs or the Accounts (including by abstaining from the relevant vote or voting in line with other similarly situated investors). Finally, Goldman Sachs has certain relationships and other business dealings with issuers, other holders of credit-related assets or securities of such issuers, or other transaction participants that cause Goldman Sachs to pursue an action or engage in a transaction that has an adverse effect on the positions held by the Advisory Account. These potential issues are examples of conflicts that Goldman Sachs will face in situations in which Advisory Accounts, and Goldman Sachs or other Accounts, invest in or extend credit to different parts of the capital structure of a single issuer or related issuers. Similar conflicts can arise among Accounts (which includes proprietary accounts of Goldman Sachs and Advisory Accounts) in other contexts. For example, one Account could own equity in a portfolio company and another Account could hold debt obligations issued by the portfolio company. Alternatively, a capital structure could involve multiple entities with Accounts holding interests in different entities and with different seniority. By way of example, one Account could hold debt issued by a parent entity and another Account could hold debt issued by a subsidiary entity. An Account that holds debt issued by the parent entity is structurally subordinated to the debt issued by the subsidiary entity with respect to the assets of the subsidiary entity. Related conflicts also occur where there is debt issued to an Account by a part owner of an entity and equity in that entity is owned by a different Account. When Accounts hold interests of differing seniority levels within a capital structure, their interests will diverge in certain situations, particularly in the event of financial distress for the company. Goldman Sachs has adopted procedures to address such conflicts, and addresses these issues based on the circumstances of particular situations. For example, Goldman Sachs relies on information barriers between different Goldman Sachs business units or portfolio management teams. In addition, Goldman Sachs in some circumstances relies on the actions of similarly situated holders of loans or securities rather than, or in connection with, taking such actions itself on behalf of the Advisory Account. As a result of the various conflicts and related issues described above and the fact that conflicts will not necessarily be resolved in favor of the interests of particular Advisory Accounts, Advisory Accounts could sustain losses during periods in which Goldman Sachs and other Accounts (including Advisory Accounts) achieve profits generally or with respect to particular holdings in the same issuer, or could achieve lower profits or higher losses than would have been the case had the conflicts described above not existed. It should be expected that the negative effects described above will be more pronounced in connection with transactions in, or Advisory Accounts using, small capitalization, emerging market, distressed or less liquid strategies. Valuation GS&Co. performs certain valuation services related to securities and assets in Advisory Accounts according to its valuation policies and may value an identical asset differently than another entity, segment or unit within Goldman Sachs, or differently than another Account or Advisory Account, values the asset, including because such other entity, segment or unit has information or uses valuation techniques and models that it does not share with, or that are different than those of GS&Co. This is particularly the case in respect of difficult-to-value assets, including but not limited to alternative investments. GS&Co. may also value an identical asset differently in different Advisory Accounts, including because different Advisory Accounts are subject to different valuation guidelines pursuant to their respective governing agreements. In addition, there may be significant differences in the treatment of the same asset by GS&Co., on the one hand, other entities, segments or units of Goldman Sachs, on the other hand, and/or among Advisory Accounts (e.g., with respect to an asset that is a loan, there can be differences when it is determined that such loan is deemed to be on non-accrual status or in default). Differences in valuation should also be expected where different third-party vendors are hired to perform valuation functions for the Advisory Accounts, or the Advisory Accounts are managed or advised by different portfolio management teams within Goldman Sachs that employ different valuation policies or procedures or otherwise. 31  This is particularly the case with difficult-to-value assets. PWM faces a conflict with respect to valuations generally because of their effect on GS&Co.’s fees and other compensation. In addition, to the extent PWM utilizes third-party vendors to perform certain valuation functions, these vendors have interests and incentives that differ from those of the Advisory Accounts. Goldman Sachs May In-Source or Outsource Subject to applicable law, Goldman Sachs, including GS&Co., may from time to time and without notice to clients, including Advisory Accounts, in-source or outsource certain processes or functions in connection with a variety of services that it provides to a client or an Advisory Account in its administrative or other capacities. Depending upon the nature of the services and subject to the governing documents of the client relationship or Advisory Account, fees associated with in-sourced or outsourced services will be borne by the client, an Advisory Account, or by GS&Co. Such in-sourcing or outsourcing may give rise to additional conflicts of interest. For example, GS&Co. will have an incentive to outsource services for which costs are borne by Advisory Accounts because such outsourcing would reduce GS&Co.’s internal overhead and compensation costs for employees who would otherwise perform such services in-house. Firm Policies, Regulatory Restrictions and Certain Other Factors Affecting Advisory Accounts Goldman Sachs restricts its investment decisions and activities on behalf of an Advisory Account in various circumstances, including as a result of applicable regulatory requirements, information held by Goldman Sachs, as more fully described below, Goldman Sachs’ roles in connection with other clients and in the capital markets (including in connection with advice it gives to such clients or commercial arrangements or transactions that are undertaken by such clients or by Goldman Sachs), Goldman Sachs’ internal policies and/or potential reputational risk in connection with Accounts (including Advisory Accounts). In certain cases, GS&Co. will not engage in transactions or other activities for, enforce certain rights in favor of, or recommend transactions or activities to, an Advisory Account, or can reduce an Advisory Account’s position in an investment with limited availability to create availability for another Advisory Account managed in the same strategy, in consideration of Goldman Sachs’ activities outside the Advisory Account and regulatory requirements, policies and reputational risk assessments. For example, such limitations may exist if a position or transaction could require a filing or a license or other regulatory or corporate consent, which could, among other things, result in additional costs and disclosure obligations for, or impose regulatory restrictions on, Goldman Sachs (including GS&Co.) or on other Advisory Accounts, or where exceeding a threshold is prohibited or results in regulatory or other restrictions. In certain cases, restrictions and limitations will be applied to avoid approaching such threshold. Circumstances in which such restrictions or limitations arise include, without limitation: (i) a prohibition against owning more than a certain percentage of an issuer’s securities; (ii) a “poison pill” that has a dilutive impact on the holdings of the Accounts should a threshold be exceeded; (iii) provisions that cause Goldman Sachs to be considered an “interested stockholder” of an issuer; (iv) provisions that cause Goldman Sachs to be considered an “affiliate” or “control person” of the issuer; and (v) the imposition by an issuer (through charter amendment, contract or otherwise) or governmental, regulatory or self-regulatory organization (through law, rule, regulation, interpretation or other guidance) of other restrictions or limitations. In addition, due to regulatory restrictions (including ERISA), certain Advisory Accounts are prohibited from trading with or through Goldman Sachs, from engaging Goldman Sachs as a service provider or from purchasing investments issued or managed by Goldman Sachs. When faced with the foregoing limitations, Goldman Sachs will generally avoid exceeding the threshold because doing so could have an adverse impact on the ability of Goldman Sachs to conduct business activities. Goldman Sachs may also reduce a particular Advisory Account’s interest in, or restrict certain Advisory Accounts from participating in an investment opportunity that has limited availability or where Goldman Sachs has determined to cap its aggregate investment in consideration of certain regulatory or other requirements so that other Advisory Accounts that pursue similar investment strategies are able to acquire an interest in the investment opportunity. In some cases, Goldman Sachs determines not to engage in certain transactions or activities beneficial to Advisory Accounts because of reputational considerations or because engaging in such transactions or activities in compliance with applicable law would result in 32  significant cost to, or administrative burden on, Goldman Sachs (including GS&Co.) or create the potential risk of trade or other errors. Goldman Sachs generally is not permitted to use material non-public information in effecting purchases and sales in transactions for Advisory Accounts that involve public securities. GS&Co. may limit an activity or transaction (such as a purchase or sale transaction or a subscription to or redemption from an underlying fund) which might otherwise be engaged in on behalf of a particular Advisory Account, including as a result of information held by Goldman Sachs (including other GS&Co. or GS&Co. Personnel). For example, directors, officers and employees of Goldman Sachs may take seats on the boards of directors of, or have board of directors observer rights with respect to, companies in which Goldman Sachs invests on behalf of Advisory Accounts. To the extent a director, officer or employee of Goldman Sachs were to take a seat on the board of directors of, or have board of directors observer rights with respect to, a public company, Goldman Sachs (including GS&Co. and GSAM LP or certain of their investment teams) may be limited and/or restricted in its or their ability to trade in the securities of the company. In addition, any such director, officer or employee of Goldman Sachs that is a member of the board of directors of a portfolio company may have duties to the portfolio company in which Goldman Sachs invests on behalf of Advisory Accounts in his or her capacity as a director that conflict with Goldman Sachs’s duties to Advisory Accounts, and may act in a manner that disadvantages or otherwise harms Advisory Accounts and/or benefits the portfolio company and/or Goldman Sachs. In addition, GS&Co. may, in its sole discretion, determine to limit the information it receives in respect of an investment opportunity to avoid receiving material non-public information. As a result, other investors may be in possession of information in respect of investments, which, if known to GS&Co., might cause GS&Co. to not make such investment, to seek to dispose of, retain or increase interests in such investments, or take other actions. Any decision by GS&Co. to limit access to such information may be disadvantageous to an Advisory Account. Different areas of Goldman Sachs come into possession of material non-public information regarding an issuer of securities held by an Advisory Account or an investment fund in which such Advisory Account invests. In the absence of information barriers between such different areas of Goldman Sachs or under certain other circumstances, an Advisory Account will be prohibited, including by internal policies, from redeeming from or otherwise disposing of such security or such investment fund interest during the period such material non-public information is held by such other part of Goldman Sachs, which period may be substantial. As a result, the Advisory Account would not be permitted to redeem from an investment fund in whole or in part during periods when it otherwise would have been able to do so, which could adversely affect the Advisory Account. Other investors in the investment fund that are not subject to such restrictions may be able to redeem from the investment fund during such periods. In addition, PWM clients may partially or fully fund a new Advisory Account with in-kind securities in which PWM is restricted. The list of restricted in-kind securities is subject to change over time and without notice. In such circumstances, PWM will generally sell any such securities at the next available trading window, subject to operational and technological limitations (unless such securities are subject to another express arrangement), requiring such Advisory Accounts to dispose of investments at an earlier date and/or at a less favorable price than would otherwise have been the case had PWM not been so restricted. Advisory Accounts will be responsible for all tax liabilities that result from any such sale transactions. Goldman Sachs operates a program reasonably designed to ensure compliance generally with economic and trade sanctions-related obligations applicable directly to its activities (although such obligations are not necessarily the same obligations to which an Advisory Account is subject). Such economic and trade sanctions prohibit, among other things, transactions with and the provision of services to, directly or indirectly, certain countries, territories, entities and individuals. It should be expected that these economic and trade sanctions, if applicable, and the application by Goldman Sachs of its compliance program in respect thereof, will restrict or limit an Advisory Account’s investment activities potentially requiring GS&Co. to cause an Advisory Account to sell its position in a particular investment at an inopportune time and/or when GS&Co. would otherwise not have done so, or to hold its position in a particular investment even though doing so could have an adverse effect on the Advisory Account. 33  In order to engage in certain transactions on behalf of Advisory Accounts, GS&Co. will be subject to (or cause Advisory Accounts to become subject to) the rules, terms and/or conditions of any venues through which it trades securities, derivatives or other instruments. This includes, but is not limited to, where GS&Co. and/or the Advisory Accounts are required to comply with the rules of certain exchanges, execution platforms, trading facilities, clearinghouses and other venues, or are required to consent to the jurisdiction of any such venues. The rules, terms and/or conditions of any such venue often result in GS&Co. and/or the Advisory Accounts being subject to, among other things, margin requirements, additional fees and other charges, disciplinary procedures, reporting and recordkeeping, position limits and other restrictions on trading, settlement risks and other related conditions on trading set out by such venues. From time to time, an Advisory Account, GS&Co. or its affiliates and/or their service providers or agents are required, or determine that it is advisable, to disclose certain information about an Advisory Account, including, but not limited to, investments held by the Advisory Account, and the names and percentage interest of beneficial owners thereof, to third parties, including advisers, local governmental authorities, regulatory organizations, taxing authorities, markets, exchanges, clearing facilities, custodians, brokers and trading counterparties of, or service providers to, GS&Co., advisers or underlying funds or the Advisory Account. GS&Co. will comply with requests to disclose such information as it so determines, including through electronic delivery platforms. In some instances, GS&Co. will cause the sale of certain assets for the Advisory Account at a time that is inopportune from a pricing or other standpoint. In addition, Goldman Sachs may provide third parties with aggregated data regarding the activities of, or certain performance or other metrics associated with, the Advisory Accounts it manages, and Goldman Sachs will generally receive compensation from such third parties for providing them such information. GS&Co. can determine to limit or not engage at all in transactions and activities on behalf of Advisory Accounts for reputational, legal or other reasons. Examples of when such determinations may be made include, but are not limited to, (i) where Goldman Sachs is providing (or may provide) advice or services to an entity involved in such activity or transaction, (ii) where Goldman Sachs or an Account is or may be engaged in the same or a related activity or transaction to that being considered on behalf of the Advisory Account, (iii) where Goldman Sachs or another Account has an interest in an entity involved in such activity or transaction, (iv) where there are political, public relations, or other reputational considerations relating to counterparties or other participants in such activity or transaction or (v) where such activity or transaction on behalf of or with respect to the Advisory Account could affect in tangible or intangible ways Goldman Sachs, an Account or their activities. See Goldman Sachs Acting in Multiple Commercial Capacities, above. Considerations Relating to Information Held by Goldman Sachs Goldman Sachs has established certain information barriers and other policies designed to address the sharing of information between different businesses within Goldman Sachs and within GS&Co. As a result of information barriers, PWM generally does not have access, or has limited access, to certain information and Personnel, including senior personnel, in other areas of Goldman Sachs relating to business transactions for clients (including transactions in investing, banking, prime brokerage and certain other areas), and generally will not manage the Advisory Accounts with the benefit of information held by these other areas. Conversely, these other areas of Goldman Sachs generally do not have access, or have limited access, to certain information and Personnel, including senior personnel, in PWM, and generally will not manage their client accounts with the benefit of information held by PWM. Goldman Sachs, due to its access to, and knowledge of, funds, markets and securities based on its prime brokerage and other businesses, will from time to time make decisions based on information or take (or refrain from taking) actions with respect to interests in investments of the kind held (directly or indirectly) by Advisory Accounts in a manner that is adverse to Advisory Accounts, and Goldman Sachs will not have any obligation or other duty to share information with PWM. In limited circumstances, including for purposes of managing business and reputational risk, and subject to policies and procedures, Personnel on one side of an information barrier may have access to information and Personnel on the other side of the information barrier through “wall crossings.” PWM faces conflicts of interest in determining whether to engage in such wall crossings. In addition, Goldman Sachs or PWM may 34  determine to move certain Personnel, businesses, or business units from one side of an information barrier to the other side of the information barrier. In connection therewith, Goldman Sachs Personnel, businesses, and business units that are moved will no longer have access to the Personnel, businesses and business units on the side of the information barrier from which they are moved. Information obtained in connection with wall crossings and changes to information barriers may limit or restrict the ability of PWM to engage in or otherwise effect transactions on behalf of Advisory Accounts (including purchasing or selling securities that PWM may otherwise have purchased or sold for an Advisory Account). There may also be circumstances in which, as a result of information held by certain portfolio management teams in PWM, PWM limits an activity or transaction for Advisory Accounts, including Advisory Accounts managed by portfolio management teams other than the team holding such information. See Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Accounts—Differing Advice and Competing Interests and Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Accounts—Firm Policies, Regulatory Restrictions, and Certain Other Factors Affecting Advisory Accounts. In addition, regardless of the existence of information barriers, Goldman Sachs will not have any obligation or other duty to make available for the benefit of advisory clients or Advisory Accounts any information regarding its trading activities, strategies or views, or the activities, strategies or views used for other Accounts. From time to time different areas of PWM and Goldman Sachs will take views, and make decisions or recommendations, that are different than other areas of PWM and Goldman Sachs. Furthermore, to the extent that Advisory Personnel have access to fundamental analysis and proprietary technical models or other information developed by Goldman Sachs and its Personnel, Advisory Personnel will not be under any obligation or other duty to effect transactions on behalf of the Advisory Accounts in accordance with such analysis. In the event Goldman Sachs elects not to share certain information with Advisory Accounts, such Advisory Accounts may make investment decisions that differ from those they would have made if Goldman Sachs had provided such information and be disadvantaged as a result thereof. Different Advisory Personnel within PWM may make decisions based on information or take (or refrain from taking) actions with respect to Advisory Accounts they advise in a manner different than or adverse to other Advisory Accounts. Such teams do not share information with other portfolio management teams within PWM (or other areas of Goldman Sachs), including as a result of certain information barriers and other policies, and will not have any obligation or other duty to do so. See Differing Advice and Competing Interests, above. Goldman Sachs operates a business known as Prime Services (“Prime Services”), which provides prime brokerage, administrative and other services to clients that from time to time involve investment funds in which Advisory Accounts have an interest or markets and securities in which Advisory Accounts invest. Prime Services and other parts of Goldman Sachs have broad access to information regarding the current status of certain markets, investments and funds and detailed information about fund operators that is not available to PWM. In addition, Goldman Sachs from time to time acts as a prime broker to one or more investment funds in which Advisory Accounts have an interest, in which case Goldman Sachs will have information concerning the investments and transactions of such investment fund that is not available to PWM. As a result of these and other activities, parts of Goldman Sachs will possess information regarding markets, investments, Affiliated Managers, Unaffiliated Managers, and investment funds, which, if known to PWM, might cause PWM to seek to: dispose of, retain, or increase interests in investments held by Advisory Accounts; acquire certain positions on behalf of Advisory Accounts; or take other actions. Goldman Sachs will be under no obligation or other duty to make any such information available to PWM or personnel involved in decision-making for Advisory Accounts. The conflicts described herein with respect to information barriers and otherwise with respect to Goldman Sachs and PWM also apply to Asset & Wealth Management, as well as to the businesses within Asset & Wealth Management, including PWM. 35  Review of Accounts Review of Accounts GS&Co. is not obligated to monitor transactions directed by each Manager for conformity with each client’s stated investment objectives, risk tolerance, financial circumstances or investment restrictions, if any. In addition, GS&Co. will not evaluate each transaction executed by a Manager for compliance with the Manager’s disclosed policies or style. Region Heads, or their delegates, in consultation with the responsible Private Wealth Advisors, conduct periodic reviews of Program Accounts to monitor for various factors that may affect the management of the Program Account, including changes to the client’s investment objectives, financial circumstances, portfolio performance, investment guidelines and investment concentrations. Additionally, GS&Co. periodically communicates with clients to ascertain whether there have been any changes in the client’s financial circumstances or objectives that warrant a change in the management of the client’s assets. In addition to periodic reviews, Private Wealth Advisors perform reviews of Advisory Accounts as they deem appropriate or otherwise required. Additional reviews may be undertaken for reasons including changes in market conditions, changes in security positions, changes in a client’s financial circumstances, or investment objectives and policies, or in response to a request by a client. Client Reports GS&Co. provides clients with written reports regarding their Program Accounts on a periodic (generally, monthly) basis. These reports generally include a summary of all activity in the Program Accounts, including all purchases and sales of securities and any debits and credits to the Program Account, a summary of holdings including a portfolio valuation, and the change in value of the Program Account from the end of the prior month. Client Referrals and Other Compensation From time to time, GS&Co. makes cash or non-cash payments for testimonials, endorsements, or client referrals to affiliated and unaffiliated persons or entities in accordance with applicable laws. In the case of client referrals, the compensation arrangements generally are either a flat fee calculated and paid on a periodic basis or a fee based on a percentage of the advisory fees paid to GS&Co. by the referred clients and are disclosed to clients. In addition, from time to time, GS&Co. compensates employees of GS&Co. and its affiliates for client referrals consistent with applicable laws. GS&Co. and its affiliates, including Goldman Sachs Wealth Services, also make referrals of clients to each other for whom such entity’s services seem to be appropriate and will generally receive or pay, as the case may be, a percentage of fee revenue as compensation. Referrals by Affiliates In certain circumstances, and in accordance with applicable laws, an affiliate of GS&Co. will refer clients to GS&Co. Payment for any such referrals may take the form of cash or non-cash compensation (including a reduction of management fees or performance-based compensation). Financial Information Not applicable. 36  GLOSSARY As used in this Brochure, these terms have the following meanings. “Accounts” means Goldman Sachs’ own accounts, accounts in which Personnel have an interest, accounts of Goldman Sachs’ clients, and Affiliated Products Goldman Sachs that sponsors, manages or advises. For the avoidance of doubt, the term “Accounts” includes Advisory Accounts. “Advisers Act” means the Investment Advisers Act of 1940, as amended. “Advisory Accounts” means accounts, including Program Accounts, for which PWM has expressly agreed to serve as investment adviser. “Advisory Personnel” means collectively Private Wealth Advisors and Portfolio Management Teams. “Affiliated Managers” means managers that are affiliated with Goldman Sachs. “Affiliated Manager Option” means the option for Retirement Plan Accounts to choose participating Managers comprised exclusively of Affiliated Managers. “Affiliated Products” means investment products, including separately managed accounts and pooled vehicles, managed, sponsored or advised by GS&Co. or Goldman Sachs. “ARS” means auction rate securities. “Asset & Wealth Management” means the Goldman Sachs Asset & Wealth Management business. “Bank Deposit Cash Sweep” means the cash sweep option available through a client’s Account to designate free credit balances to be swept to a bank deposit account at GS Bank. “BHCA” means the Bank Holding Company Act of 1956, as amended. “Brochure” means Appendix 1 to GS&Co.’s Form ADV Part 2A – Private Wealth Management. “CFTC” means the Commodity Futures Trading Commission. “Client-Directed Investments” means investments that clients have made on their own behalf without GS&Co.’s advice or recommendation. “Code” means GS&Co.’s Code of Ethics. “Commissions” means the amount charged by a broker for purchasing or selling securities or other investments as an agent for the client, as disclosed on the client’s trade confirmations. “Commission Equivalents” means the amount charged by a dealer for purchasing or selling securities or other investments in certain riskless principal transactions. “CPO” means commodity pool operator. “CTA” means commodity trading advisor. “Discretionary Manager Selection” means with client authorization, Private Wealth Advisors allocate, rebalance and reallocate client assets among Advisory Accounts across agreed-upon equity and fixed income sub-asset classes (each of which involves a separate agreed-upon fee), including to Accounts participating in Managed Account Strategies. 37  “Dodd-Frank Act” means the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended. “ECN/Trading Venues” means exchanges and trading platforms, electronic communication networks, alternative trading systems, and other similar execution or trading systems or venues. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ETFs” means exchange traded funds. “Execution Charges” means charges for executing transactions, including but not limited to commissions, commission equivalents, mark-ups, mark-downs or spreads. “External Products” means investment products, including separately managed accounts and mutual funds managed, sponsored or advised by Unaffiliated Advisers. “FCM” means futures commission merchant. “FDIC” means the Federal Deposit Insurance Corporation. “Federal Reserve” means the Board of Governors of the Federal Reserve System. “Financial Square Funds” means the money market funds advised by Goldman Sachs in which free credit balances for Retirement Plan Accounts may be invested. “FINRA” means the Financial Industry Regulatory Authority. “Financial Planning” means the financial planning services provided by Goldman Sachs Wealth Services. “Funds” means an investment company or pooled vehicle, including ETFs. “Goldman Sachs” means The Goldman Sachs Group, Inc., GS&Co. and their respective affiliates, directors, partners, trustees, managers, members, officers and employees. “Goldman Sachs Wealth Services” means Goldman Sachs Wealth Services, L.P.. “GSAM LP” means Goldman Sachs Asset Management, L.P., an investment adviser registered with the SEC and an affiliate of GS&Co. “GSAMI” means Goldman Sachs Asset Management International, a registered investment adviser with the SEC and an affiliate of GS&Co. “GSAMLP ETFs” means the exchange traded funds for which GSAM or its affiliates act as investment adviser. “GS Group” means The Goldman Sachs Group, Inc. “GS&Co.” means Goldman Sachs & Co. LLC, a registered broker-dealer and investment adviser with the SEC and sponsor of the Program. “GS Bank” means Goldman Sachs Bank USA. “GSI” means Goldman Sachs International. “GSIS” means GS Investment Strategies, LLC. 38  “GSS” means Goldman Sachs Securities Services. “GSTC” means The Goldman Sachs Trust Company, N.A. “GSTD” means The Goldman Sachs Trust Company of Delaware. “HFS” means GSAMLP’s Hedge Fund Strategies business. “Index” means a stock market or other index developed or co-developed by Goldman Sachs and a third party. “IPO” means an initial public offering. “IRC” means the Internal Revenue Code of 1986, as amended. “Managed Account Strategies” means GS&Co.’s wrap fee program. “Managers” means Affiliated or Unaffiliated Managers that manage client assets on a discretionary basis under one or more investment strategies offered through the Program. “Mark-ups” means the price charged to a client, less the prevailing market price, which is included in the price of the security. “Mark-downs” means the prevailing market price of a security, less the amount a dealer pays to purchase the security from the client, which is included in the price of the security. “Personnel” means personnel of Goldman Sachs, including Advisory Personnel. “Portfolio Management Teams” means the teams of portfolio management personnel within PWM. “Prime Services” means the Goldman Sachs business that provides prime brokerage, administrative and other services. “Principal Transactions” means transactions where GS&Co., on behalf of Advisory Accounts, engages in a transaction with Goldman Sachs, in its own name. “Private Wealth Advisor” means PWM personnel responsible for managing client relationships. “PWM” means the Private Wealth Management unit of GS&Co. “Program” means the Goldman Sachs & Co. LLC Managed Account Strategies (formerly known as GMS Separate Account Strategies) program. “Program Account” means accounts for which Managers have been selected or appointed to manage the client assets invested through the Program. “Retirement Plans” means individual retirement accounts under IRC Section 408 or 408A, tax-qualified retirement plans (including Keogh plans) under IRC Section 401(a), pension plans and other employee pension benefit plans subject to ERISA and Coverdell Education Savings Accounts. “Retirement Platform” means the managed program platform for eligible Retirement Plans. “Retirement Regulations” means ERISA, together with IRC. “SD” means a swap dealer. 39  “SEC” means the Securities and Exchange Commission. “Spread” means the difference between the current purchase or bid price (that is, the price someone is willing to pay) and the current ask or offer price (that is, the price at which someone is willing to sell). “Unaffiliated Managers” means Managers that are unaffiliated with Goldman Sachs. For purposes of this Brochure, “Unaffiliated Managers” include (i) investment advisers that are not controlled by Goldman Sachs, but in which certain Goldman Sachs-advised accounts hold equity, profits or other interests and (ii) investment advisers with which Goldman Sachs has business relationships. “Unaffiliated Manager Option” means the option for Retirement Plan Accounts to choose participating Managers comprised exclusively of Unaffiliated Managers. “Volcker Rule” means the Volcker Rule contained within the Dodd-Frank Act, as amended. “XIG” means External Investing Group of GSAM LP. 40  Appendix A: Fee Schedule (for other than Retirement Plan Accounts) These fees are subject to change and negotiation. See Item 4, Services, Fees and Compensation— Fees for Advisory Services—Fees for the Program. Index Oriented – Tax Advantaged Core Strategies $0-10 million $10-25 million $25-50 million $50-100 million $100-250 million $250-500 million More than $500 million 1.700% 1.100% 1.000% 0.900% 0.850% 0.800% 0.750% Active Core Equity $0-10 million $10-25 million $25-50 million $50-100 million $100-250 million $250-500 million More than $500 million 1.900% 1.350% 1.250% 1.150% 1.100% 1.050% 1.000% Active Satellite, Real Estate $0-10 million $10-25 million $25-50 million $50-100 million $100-250 million $250-500 million More than $500 million 2.200% 1.650% 1.550% 1.450% 1.400% 1.350% 1.300% All/SMid Equity $0-10 million $10-25 million $25-50 million $50-100 million $100-250 million $250-500 million More than $500 million 2.150% 1.600% 1.500% 1.400% 1.350% 1.300% 1.250% 41  Dynamic Equity $0-10 million $10-25 million $25-50 million $50-100 million $100-250 million $250-500 million More than $500 million 2.85% 2.30% 2.20% 2.10% 2.05% 2.00% 1.95% Fixed Income $0-10 million $10-25 million $25-50 million $50-100 million $100-250 million $250-500 million More than $500 million 0.950% 0.750% 0.700% 0.650% 0.600% 0.550% 0.500% Short Duration Fixed Income $0-10 million $10-25 million $25-50 million $50-100 million $100-250 million $250-500 million More than $500 million 0.500% 0.450% 0.450% 0.400% 0.350% 0.300% 0.300% Dynamic Fixed Income $0-10 million $10-25 million $25-50 million $50-100 million $100-250 million $250-500 million More than $500 million 0.600% 0.600% 0.600% 0.600% 0.600% 0.600% 0.600% Other Fixed Income $0-10 million $10-25 million $25-50 million $50-100 million $100-250 million $250-500 million More than $500 million 1.300% 1.300% 1.300% 1.300% 1.300% 1.300% 1.300% 42  Comprehensive Advisory Strategies Program (“CASP”) $0-10 million $10-25 million $25-50 million $50-100 million $100-250 million $250-500 million More than $500 million 1.500% 0.800% 0.700% 0.600% 0.500% 0.450% 0.400% The fees in the above schedule are applicable to clients who participate in CASP and the Managed Account Strategies Program. For more information on CASP, please refer to the Brochure for Goldman Sachs & Co. LLC – Private Wealth Management or Goldman Sachs Wealth Services – Investment Management Services, as applicable. In addition to the CASP advisory fee set forth above, clients who participate in CASP are subject to portfolio manager fees for strategies managed by Goldman Sachs, its affiliates, or unaffiliated portfolio managers, as listed in the Fees and Execution Charges section on the Client Web (https://www.goldman.com). Contact your Private Wealth Management team for access to this information electronically via the Client Web or to receive a paper copy of the information provided on the website. 43  Appendix B: Fee Schedule (for Retirement Plans) These fees are subject to change and negotiation. See Item 4, Services, Fees and Compensation— Fees for Advisory Services—Fees for the Program. Equity Strategies Up to $10 million $10 million up to $25 million $25 million up to $50 million $50 million up to $100 million $100 million up to $250 million $250 million up to $500 million $500 million or more Annual Fee 2.21% 1.66% 1.56% 1.46% 1.41% 1.36% 1.31% For Retirement Plans that participate in the Retirement Platform, the portion of the Annual Fee payable to GS&Co. for all managed programs available under the Retirement Platform will be no more than 0.60% (unless the client agrees to a higher rate). 44