GOLDMAN SACHS WEALTH SERVICES, L.P.

Financial Planning and Investment Management Services Brochure for Goldman Sachs Wealth Services, L.P. 100 Coliseum Drive Cohoes, NY 12047 (518) 886-4000 www.gs.com This Brochure provides information about the qualifications and business practices relating to the financial planning and investment management services offered by Goldman Sachs Wealth Services, L.P. (the “Adviser”). If you have any questions about your relationship with the Adviser, please contact your advisor team or call (518) 886-4000. 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. information about the Adviser is available on the SEC’s website at Additional www.adviserinfo.sec.gov. March 31, 2026 This Brochure (also known as a Form ADV Part 2A) has been duly filed under the Adviser’s Investment Adviser Public Disclosures (IAPD) with the SEC. For ease of reference, capitalized terms that are defined in this brochure are also set forth in the Glossary.  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 – Advisory Business Item 5 – Fees and Compensation Item 6 – Performance-based Fees and Side-by-Side Management Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Item 10 – Other Financial Industry Activities and Affiliations Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12 – Brokerage Practices Item 16 – Investment Discretion Item 17 – Voting Client Securities (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) Appendix A Clients are encouraged to read this Brochure in detail and contact their advisor team with any questions. 2  ITEM 3 – TABLE OF CONTENTS ITEM 2 – MATERIAL CHANGES .................................................................................................................. 2 ITEM 4 – ADVISORY BUSINESS ................................................................................................................. 4 ITEM 5 – FEES AND COMPENSATION .................................................................................................... 20 ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT .................................... 37 ITEM 7 – TYPES OF CLIENTS................................................................................................................... 38 ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ...................... 39 ITEM 9 – DISCIPLINARY INFORMATION ................................................................................................. 66 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ........................................ 66 ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ............................................................................................................................... 76 ITEM 12 – BROKERAGE PRACTICES ...................................................................................................... 94 ITEM 13 – REVIEW OF ACCOUNTS ......................................................................................................... 97 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION .......................................................... 98 ITEM 15 – CUSTODY ................................................................................................................................. 99 ITEM 16 – INVESTMENT DISCRETION .................................................................................................... 99 ITEM 17 – VOTING CLIENT SECURITIES ................................................................................................ 99 ITEM 18 – FINANCIAL INFORMATION ................................................................................................... 101 Glossary .................................................................................................................................................... 102 Appendix A ................................................................................................................................................ 108 3  ITEM 4 – ADVISORY BUSINESS Introduction This Brochure describes the financial planning, investment management, and related advisory and supporting services offered by the Adviser. The Adviser, together with various affiliates described in this Brochure, comprise the wealth management business of Goldman Sachs Asset & Wealth Management (“Asset & Wealth Management”). For purposes of this Brochure, the Adviser’s advisory personnel will be collectively referred to herein as “Wealth Advisors.” Wealth Advisors are, to the extent required, registered investment adviser representatives of the Adviser. Wealth Advisors generally are also broker-dealer registered representatives of Goldman Sachs & Co. LLC (“GS&Co.”). In some circumstances, Wealth Advisors may also be registered representatives of the Adviser’s affiliate, Mercer Allied Company, L.P. (“Mercer Allied”). Mercer Allied and GS&Co. are broker-dealers registered with the SEC. Not all Wealth Advisors provide the same services to clients. The Adviser provides financial planning, sometimes referred to as financial counseling (“Financial Planning”) and/or investment management (“Investment Management”) services nationally to a wide- ranging client base as described in more detail below. Clients engage with the Adviser through various channels including through corporate/employer-sponsored programs that make Financial Planning and/or Investment Management available to their eligible employees, and through arrangements with affinity or membership associations and organizations, plan recordkeepers or other organizations through which the Adviser may offer its services to members and participants, or to their clients or users, as applicable. Such employers, associations and organizations, or other entities are referred to as “Corporate Partners” within this Brochure. Clients may also come to engage with the Adviser as a result of affiliate and third-party referrals or directly, or through certain arrangements with community-based or charitable organizations (such community-based or charitable organizations being referred to herein as “Community-Based Partners”). The Adviser has been a registered investment adviser with the SEC since 1994. The Adviser is headquartered in Cohoes, NY and operates through offices located in Atlanta, GA, Austin, TX, Boston, MA, Canonsburg, PA, Chicago, IL, Dallas, TX, Deerfield, IL, Denver, CO, Houston, TX, Irving, TX, Miami, FL, Minneapolis, MN, Newport Beach, CA, New York, NY, Morristown, NJ, Philadelphia, PA, San Francisco, CA, Saratoga Springs, NY, Seattle, WA, Troy, MI, Washington, DC, West Palm Beach, FL, and Westport, CT. For certain offices the Adviser offers advisory services in offices of its affiliate GS&Co. The Adviser is a wholly-owned indirect subsidiary of 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 Group, the Adviser, GS&Co., and their respective affiliates, directors, partners, trustees, managers, members, officers, and employees are referred to collectively herein as “Goldman Sachs.” The financial planning, investment management, and related advisory and supporting services offered by the Adviser do not constitute tax, legal, or accounting advice. Clients should consult with their own legal, tax, and accounting professionals. Clients that transitioned from GS&Co. Private Wealth Management (“PWM”) or Goldman Sachs Personal Financial Management, a former affiliate of the Adviser which was acquired by Creative Planning, LLC, an unaffiliated third party, on November 3, 2023 (“GS PFM”), to the Adviser and their related accounts receive products and services in connection with Financial Planning, Investment Management and related services on a legacy basis that are not made available to other clients of the Adviser. This includes access to different products (including products subject to different reviews) as well as different fee arrangements. 4  Financial Planning The Adviser offers Financial Planning to clients as an independent service or as part of another service offering. Certain aspects of Financial Planning include delivery of investment advice as defined by the Investment Advisers Act of 1940, as amended (“Advisers Act”), in which the Adviser acts as fiduciary under the Advisers Act. Financial Planning varies among Wealth Advisors, clients, and the tools utilized by Wealth Advisors, as explained in more detail in Item 4 – Tools for Financial Planning; Tailoring Financial Planning below. Not all clients receive Financial Planning. The Adviser also provides other types of information and education about the financial markets, asset allocations, financial planning illustrations and the advantages and risks of particular investments that do not constitute investment advice or recommendations, including when providing general information and education about issues and options that should be considered when deciding whether to implement aspects of Financial Planning. Financial Planning generally focuses on planning related to compensation and employment benefits, cash- flow, retirement, estate, insurance, investment, philanthropic, and tax, as may be appropriate. Depending on the level of service, Financial Planning is provided to the client either through meetings or digitally whereby the Wealth Advisor and the client will work together to develop a written or verbal financial plan and, with client cooperation, will endeavor to review risk profiles and objectives with clients no less than annually and update the financial plan to account for changes in the client’s situation. Clients are not required to implement their financial plans through products and services offered by the Adviser or its affiliates (each in their capacities as asset managers, insurance agencies, a bank or broker-dealers, as applicable). Clients who elect to implement any portion of their financial plans through the Adviser or its affiliates generally do so by entering into separate agreements with the Adviser or an affiliate. Wealth Advisors may refer clients to implement their financial plans through the Adviser or an affiliate, which creates a conflict of interest. See Item 14 – Client Referrals and Other Compensation and Item 5 – Fees and Compensation. The Adviser does not have discretion over specified client assets as part of Financial Planning but may have discretion as part of Investment Management as described below in Item 4 – Investment Management Services. Corporate Partners often have other relationships with Goldman Sachs as vendors, partners, or clients and they, their employees, or participants may receive benefits or preferential fees or rates as a result of such other relationships. See Item 5 – Fees and Compensation – Negotiated Fees and Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. The Adviser utilizes Goldman Sachs Ayco as a brand for its financial planning related programs and services other than for Personal Wealth (as defined below) and for certain investment products and services. In addition to the above services, Financial Planning is also offered to supplement advisory services made available to certain current or prospective clients serviced through PWM by PWM private wealth advisors (“PWM PWAs”) and select current and former executives of GS Group (e.g., Goldman Partner Office). When the Adviser provides Financial Planning only to current or prospective clients of GS&Co. and select current and former executives of GS Group, the Adviser undertakes no responsibility for, and provides no investment or brokerage services related to, such clients’ investment accounts unless otherwise agreed to in writing. Fiduciary status under the Advisers Act is different from fiduciary status under other laws, including under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code of 1986, as amended (“IRC”) (together, the “Retirement Regulations”). For example, at times, the Adviser may be acting as a fiduciary under the Advisers Act when providing education-related retirement services, but not as a fiduciary under any other law, including ERISA or the IRC. In situations where the Adviser provides general investment education to clients on retirement assets, such as when Wealth Advisors provide Financial Wellness services to clients as described below, Wealth Advisors are not fiduciaries under ERISA. 5  The Adviser offers Financial Planning through the various programs described below: Executive Wealth Executive Wealth programs and services offered by Wealth Advisors are made available to executives and high-net-worth clients directly or through a Corporate Partner. Services are designed to assist clients in developing comprehensive financial plans intended to maximize compensation and benefit programs, preserve and/or grow assets, manage income on a long- term basis, and integrate tax, retirement, and estate plans and goals. In order to deliver comprehensive financial planning services, Wealth Advisors analyze a number of factors, including, as applicable, the client’s financial status, sources of income, assets, personal obligations and debts, objectives, commitments, cash flow, family responsibilities and the effect of the existing income and estate tax structure on the client’s sources of income and accumulation of wealth. Additional information about Executive Wealth is set forth under Item 4 – Investment Management Services below. Private Family Office The Private Family Office is part of the Goldman Sachs Family Office. Private Family Office services, which include estate and trust planning and administration, review and evaluation of investments, portfolio monitoring, philanthropic and foundation planning, cash flow planning, tax planning and insurance review, are offered to high-net-worth individuals and family offices. Private Family Office services are designed to help individuals and families with significant wealth manage their complex financial affairs. Private Family Office services can be provided to clients directly or through a Corporate Partner and often includes work with several generations within one client family and coordination with the individual’s or family’s other advisers (as directed). In many cases, Private Family Office services offer high-net-worth individuals and families an alternative to creating their own family office. Private Family Office services are made available to clients of the Adviser and PWM. Personal Planning Through Personal Planning, the Adviser generally provides Financial Planning to individuals whose relationship with the Adviser is via a Corporate Partner but are not part of the Executive Wealth service. Services are designed to assist clients in developing personal financial plans. In addition to the Financial Planning services offered to clients as described above if the client is associated with a Corporate Partner, clients may also receive Financial Planning related to estate planning, income tax planning, and/or employee benefit planning, support, and education. Additional information about Personal Planning is set forth under Item 4 – Investment Management Services below. Personal Planning is generally provided through advisor teams within either Executive Wealth or Personal Wealth. focus on Financial Wellness Financial Wellness programs and services are provided to employees, members or participants of Corporate Partners and the fundamentals of financial planning. Financial Wellness programs are delivered telephonically and digitally and may be supplemented with broad- based seminars offering education on a variety of financial topics, including a Corporate Partner’s employee benefits. Seminars are delivered in-person, or via digital or other recorded media. Financial Wellness is also available to employees of Goldman Sachs and Community-Based Partners. The scope of the Financial Wellness program available to an employee of a Corporate Partner or Community-Based Partner depends on the arrangements with the Corporate Partner and the election of employee. See Item 5 – Fees and Compensation. These services may be provided to clients without a Corporate Partner relationship. 6  Sponsors Coverage Group The Sponsors Coverage Group services are available to executives and high-net-worth clients who have significant net worth in private equity and/or hedge funds. Services offered by Wealth Advisors are designed to assist clients in developing comprehensive financial plans intended to maximize compensation and benefit programs, preserve and/or grow assets, manage income on a long-term basis, and integrate tax, retirement, and estate plans and goals. In order to deliver comprehensive financial planning services, Wealth Advisors analyze a number of factors, including, as applicable, the client’s financial status, sources of income, assets, personal obligations and debts, objectives, commitments, cash flow, family responsibilities and the effect of the existing income and estate tax structure on the client’s sources of income and accumulation of wealth. The Adviser’s Personal Wealth offering is also available to clients who generally do not have another Financial Planning relationship with the Adviser, but who have the potential to have at least $1,000,000 held in Advisory Accounts (as defined below). While Personal Wealth often includes a Financial Planning component, it is primarily designed to provide investment management services. Financial Planning provided will vary among clients depending on their unique circumstances and needs, and normally should be expected to be more limited in scope than the Financial Planning provided under other services offered by the Adviser and generally limited to investment planning. Investment planning services include asset allocation and portfolio construction. The services, as clients may initiate them from time to time, are designed to help clients integrate their investment management and strategies with their existing estate plans, tax plans, and long-term cash flow and retirement plans, as applicable. Personal Wealth clients will typically work with a designated Wealth Advisor in Personal Wealth with Financial Planning services provided through in-person, telephonic, video conference, digitally or a combination thereof. Services available to Personal Wealth clients are also made available through one or more advisory affiliates, and the Adviser may introduce clients to such affiliates for such available services. Certain advisors within Personal Wealth also provide Personal Planning services for clients who may have transitioned to the Adviser from GS PFM. Personal Wealth clients also include individuals who receive financial planning under a Corporate Partner program who transitioned from GS PFM or who are employees of Goldman Sachs. Additional information about Personal Wealth is set forth under Item 4 – Investment Management Services below. Clients who have received Financial Planning services paid by a Corporate Partner, but are no longer affiliated with a Corporate Partner, are generally eligible to receive similar services on a self-pay basis. If individuals are no longer affiliated with a Corporate Partner, they may be required to execute new agreements with different fee schedules and services. See Item 5 – Fees and Compensation. Tools for Financial Planning As referenced above, Financial Planning services are provided to clients through a variety of means, including through in-person meetings, video conferences, telephone calls, digital platforms, e-mail, reporting, or a combination thereof. The Adviser may also use artificial intelligence to support its provision of Financial Planning services. Wealth Advisors have available to them a variety of proprietary and third- party tools to aid in delivering Financial Planning services to clients. However, not all tools are available to all Wealth Advisors for all Financial Planning services nor are Wealth Advisors required to use all of the tools available to them. Tailoring Financial Planning Financial Planning is typically designed to be personalized to the client, including such client’s unique circumstances and needs, personal financial goals, net worth, and/or complexity. Accordingly, the scope, duration, advisory personnel, deliverables, and channels through which Financial Planning is provided will vary among clients and services based on a variety of factors. Financial Planning will also vary among clients as a result of agreements between the Adviser and the client, and program parameters established 7  by the Adviser and its affiliates or by and between the Adviser and Corporate Partners or any Community- Based Partners. Financial Planning will vary among individuals participating within the same Corporate Partner-sponsored program. Certain programs may be tailored to address specific Corporate Partner events (e.g., benefit changes or corporate changes-in-control) or client life events (e.g., serious illness or death of client or client’s family member). Financial Planning may also be offered on a full or more limited basis and supplement other advisory services made available to clients through the Adviser. Further, services may be limited or more expansive due to certain Wealth Advisors’ access to tools, analysis, and other inputs provided by different affiliates. Financial Planning does not always address every aspect of a client’s financial life. Omission of one or more financial planning topics from discussions with Wealth Advisors could be the result of different and/or insufficient information provided by or on behalf of a client. Such omissions do not indicate that the Financial Planning topic is not relevant or applicable to the client’s financial situation, and clients are encouraged to consult with their other advisors regarding such topics (e.g., tax and legal counsel). In some situations, clients may be eligible for reduced or waived fees due to certain arrangements as discussed in more detail in Item 5 – Fees and Compensation – Negotiated Fees. Different service offerings, arrangements, services and fees may also be negotiated and differ among clients. In addition to personalized Financial Planning, the Adviser periodically provides seminars to eligible employees, members or participants of its Corporate Partners and Community-Based Partners. Unless otherwise indicated by the Adviser or its affiliates in writing, when the Adviser provides such seminars, it does not act as an investment adviser or fiduciary to participants pursuant to the Advisers Act or the Retirement Regulations. No Investment Management Advice Without Agreement Unless otherwise specifically agreed to by the Adviser in writing, Financial Planning is not designed to be specific to any particular investment account. When providing a consolidated financial summary of accounts to clients, data included may contain information provided by clients about third-party accounts that the Adviser does not manage or for which the Adviser does not advise the client. As such, clients should understand that the Adviser does not serve as the investment adviser on all securities listed in these consolidated financial summaries. The Adviser will not supervise client assets or provide any recommendations as to investments unless granted authority, in writing, to manage the particular assets. Any asset management services provided to clients are governed by a separate Investment Management agreement (as applicable). In no case will Financial Planning or the terms of a Corporate Partner program modify the terms and conditions governing a client’s investment accounts. Other Services Related to Financial Planning The Adviser may provide tax planning and advice and/or tax preparation services to certain clients of the Adviser or an affiliate and their spouses, dependents, trusts, and other related entities. The Adviser’s tax preparation services are generally limited to income tax preparation, and set forth in a written agreement with the client. Depending on a client’s particular circumstances, the Adviser will also refer clients to third- party tax preparers. In connection with such referrals, the Adviser, at the client’s request and with their consent, will forward client information to the tax preparer to facilitate the third-party tax preparation service. Clients will contract directly with these tax preparers and fees will be paid either directly by the client or by a Corporate Partner on the client’s behalf. In connection with any such tax preparation referrals, the Adviser will provide neither tax nor investment advice. When the Adviser provides tax planning and advice, but is not otherwise the client’s tax preparer, the client should consult with its own tax preparer and other tax advisors with respect to the tax impact of transactions and other financial activities. Depending on a client’s particular circumstances and goals, the Adviser may introduce the client to the GS Donor Advised Philanthropy Fund for Wealth Management, Inc. (“GS DAF”). GS DAF is a 501(c)(3) public charity that sponsors donor advised funds in which each donor has a limited ability to recommend charitable 8  grants to 501(c)(3) public charities, certain private operating foundations and certain qualified governmental units and has a limited ability to recommend how their donations are invested. The Adviser has a conflict of interest when making these introductions, including because the Adviser’s affiliates currently provide services to GS DAF in exchange for compensation and because GS DAF currently invests in mutual funds advised by Goldman Sachs Asset Management, L.P. (“GSAM”) and exchange-traded funds (“ETFs”) selected by the Adviser and managed by affiliates or unaffiliated third-parties. While the Adviser does not charge an investment management fee on assets invested in affiliated mutual funds, such assets are subject to advisory and various other fees and expenses paid to the service providers of each affiliated mutual fund and the Adviser may receive a portion of such fees. Where appropriate for a client’s estate plan and the trust model, a trust or individual with investment authority may retain the Adviser’s services to manage the cash and securities owned by a trust that has a corporate trustee through Ayco Trust Advisory Services (“ATAS”). Corporate trustees from whom the Adviser will accept this engagement include the Adviser’s affiliates Goldman Sachs Trust Company, N.A. (“GSTC”) and Goldman Sachs Trust Company of Delaware (“GSTD”), and third-party corporate trustees. ATAS is available to confer with the trustee in furtherance of the trustee’s decisions regarding tax, distributions and estate planning, as well as the grantor and/or trust beneficiaries, on a periodic basis. Corporate trustees, parties with investment authority or the grantor may recommend or direct the trust to engage the Adviser which creates a conflict of interest if such persons are affiliates of the Adviser or have other relationships with Goldman Sachs. SurvivorSupport®, typically offered by the Adviser through Corporate Partner relationships, is designed to help employees (or survivors of deceased employees) navigate personal financial decisions and obtain financial planning following a personal loss. The Adviser, through TransitionalSupportSM, also provides support under certain SurvivorSupport® programs to Corporate Partner employees when they or their spouse or domestic partner have been diagnosed with a life threatening illness. Financial Planning through SurvivorSupport® or TransitionalSupportSM covers a wide range of topics including counseling on employee benefits, social security and Medicare benefits, insurance, estate settlement and planning, income tax, and cash flow and retirement planning. SurvivorSupport® and TransitionalSupportSM offer one-on-one planning sessions and provide personalized steps to help prioritize planning needs. Depending on a client’s needs, SurvivorSupport® or TransitionalSupportSM Wealth Advisors may refer clients to the Adviser or another affiliate for ongoing Financial Planning and Investment Management. The Adviser may make available a corporate program focused on retirement readiness programming for certain members or employees identified by the Corporate Partner. The programing may include group education sessions and the option to meet with a Wealth Advisor. Unless otherwise agreed in writing, when the Adviser provides such services, it does not act as an investment adviser or fiduciary to participants pursuant to the Advisers Act or the Retirement Regulations. Following a program participant’s separation from a Corporate Partner, the participant may have the opportunity to continue services on a self-pay or Corporate Partner paid basis. Reliance on Information in Financial Planning In providing Financial Planning, the Adviser relies on the accuracy and completeness of information provided by or on behalf of clients and does not assume responsibility to independently verify the accuracy or completeness of such information. The Adviser does not assume responsibility to review, respond to, or incorporate into its services any materials uploaded by or on behalf of the client to any electronic storage system made available to clients. Clients must consult with and inform their designated Wealth Advisor regarding any specific materials they would like to include in the services. Client’s Obligation to Take Action Except as otherwise expressly agreed by the Adviser in writing, the Adviser does not assume any duties to take action pursuant to advice or Financial Planning strategies that the Adviser provides to clients, which ultimately remain the client’s obligation. It is the client’s responsibility to determine if and how the suggestions made in connection with the Adviser’s Financial Planning services should be implemented or 9  otherwise followed. Clients should carefully consider all relevant factors in making these decisions, including consulting with other professionals (e.g., tax and legal counsel). Related Party Accommodations The Adviser may, as an accommodation to and at the request of a client, meet with certain individuals related to the client, including a client’s spouse, partner, and/or dependents (as used in this Brochure, “Related Parties”), to discuss Financial Planning services provided to the client, and/or one or more Financial Planning topics applicable to such Related Parties. Unless otherwise agreed by the Adviser in writing or through separate notice to or from an affiliate: (i) the client remains the Adviser’s primary point of contact for discussions with, and delivery of documents and notices (if any) to, Related Parties; (ii) such accommodations made by the Adviser are not intended to result in a contractual or investment advisory relationship with Related Parties; and (iii) the Adviser undertakes no corresponding fiduciary duty with respect to Related Parties. Investment Management Services General Description of Investment Management The Adviser offers Investment Management services to clients in addition to Financial Planning services described above. When the Adviser acts in an investment advisory capacity, it has a fiduciary obligation to act in its advisory client’s best interests in accordance with the Advisers Act. Client Investment Management accounts for which the Adviser serves as registered investment adviser are referred to as “Advisory Accounts” herein. Investment Management Services are also available to clients who do not also receive Financial Planning services. Wealth Advisors work with clients to understand each client’s risk tolerance, investment objectives, and investment attribute preferences, and to determine an appropriate asset allocation and portfolio construction. Based on the investment goals clients have discussed and agreed upon with their Wealth Advisors, Wealth Advisors will select, or recommend that the client select, one or more Managers, as defined below, to manage the client’s assets in one or more Advisory Accounts. Advisory Accounts may be invested in a variety of asset classes and investment vehicles that may include mutual funds, ETFs, exchange traded notes, equity securities, options, fixed income securities, or other types of securities. Advisory Accounts may also hold investments in private equity or other private funds. Depending on how a client’s assets are allocated, Advisory Accounts are managed in different ways. Further, product offerings change from time to time. For example, products that are made available to some clients through the Adviser are not made available to clients of one or more of the Adviser’s affiliates or investment offerings made available at a particular time may be removed from the Adviser’s offerings. The Adviser and/or its affiliates will add or remove product offerings to or from the Adviser’s platforms without prior notice to clients. Further, depending on the custodian selected and the services offered by the Adviser, the investment selection and fee model available to clients will differ. The Adviser offers investment products managed by investment advisers or managers that are affiliated with Goldman Sachs (“Affiliated Managers”), including GS&Co. The Adviser also offers investment products managed by investment advisers or managers that are unaffiliated with Goldman Sachs (“Unaffiliated Managers,” and together with Affiliated Managers, “Managers”). Some Affiliated Managers provide advisory services by evaluating and selecting mutual funds and ETFs that are managed, sponsored or advised by investment managers that are not affiliated with the Adviser or its affiliates (“Third-Party Funds”) and meet GS&Co.’s eligibility criteria for inclusion in the Advisory Mutual Fund Strategies (“Fund Strategies”) program. GS&Co. or an affiliate, including GSAM, through its External Investment Group (“XIG”), provides investment advisory services by evaluating and selecting Third-Party Funds and funds included in the Fund Strategies program. Additionally, certain Advisory Accounts invest in investments that were previously available but are no longer available through the Adviser or an affiliate and/or retained in Advisory Accounts pursuant to client request. Such investments are not subject to the same diligence and other requirements as investments that are currently available. 10  Generally, Managers’ responsibilities vary and include the authority to: (cid:120) exercise discretion to determine the types of securities bought and sold, along with the percentage allocation; (cid:120) exercise discretion as to when to buy or sell securities; (cid:120) exercise discretion on the timing of securities transactions; (cid:120) (cid:120) select the broker-dealer for execution of securities transactions, if appropriate; and take other portfolio management actions that the Adviser delegates, including the ability to vote proxies. The Adviser does not monitor transactions directed by Managers for conformity with stated investment objectives, risk tolerance, financial circumstances, or investment restrictions, if any. In addition, the Adviser will not evaluate each transaction executed by Managers for compliance with the Managers’ disclosed policies or style. However, if the Adviser manages the accounts directly, it will undertake such monitoring with respect to restrictions to which the Adviser and the client agree in writing. Upon request, the Adviser will provide clients with information about any Managers managing assets in a client’s portfolio. This information could include content provided by a Manager explaining its investment style, an explanation from the Adviser describing the Managers’ investment style, or the Managers’ Form ADV, Part 2A. Investment Management Services The Adviser provides the various advisory services described herein through one or more of its Executive Wealth, Personal Wealth and Personal Planning offerings, Wealth Advisors, ATAS and the Adviser’s Portfolio Management Group (“Ayco PMG”). In addition, Goldman Sachs Ayco private wealth advisors (“Goldman Sachs Ayco PWAs”), who primarily provide services as described below in Item 4 – Other Offerings – Referrals to Affiliates and Third Parties, provide investment management services to clients. Certain clients, generally Executive Wealth clients that meet the Adviser’s minimum in assets under management, typically in excess of $15 million, are also eligible to work with a Goldman Sachs Ayco PWA, who will provide additional investment services in addition to their Wealth Advisor. The client’s designated Wealth Advisor will work with the client to assess risk tolerance, evaluate asset allocation, and develop a long-term personal portfolio strategy that integrates company benefit plans and the client’s financial goals, as applicable. Clients also have the ability to select a third party or an affiliate, such as GS&Co. or GSAM, to directly manage all or a portion of their assets. The Adviser also has clients that do not have a dedicated Wealth Advisor, but who still have Advisory Accounts that hold investments managed by Ayco PMG, an Unaffiliated Manager or an Affiliated Manager and are supported by another Adviser team. Clients generally elect to custody their Advisory Accounts with either GS&Co. or National Financial Services LLC, and together with Fidelity Brokerage Services LLC, “Fidelity.” The Adviser offers discretionary and non-discretionary investment advisory services. Advisory Accounts are managed directly by a client’s Wealth Advisor, by the Ayco PMG or by an Affiliated or Unaffiliated Manager. Wealth Advisors and Ayco PMG are collectively referred to as “Advisory Personnel.” Wealth Advisors provide clients with investment advisory services, including providing asset allocation and portfolio construction recommendations as well as managing Advisory Accounts across a broad range of asset classes and investments. Wealth Advisors may select or recommend that clients appoint the Adviser or its affiliates to manage all or a portion of a client’s assets. Wealth Advisors manage Advisory Accounts by investing in one or multiple asset classes and types of investments, which currently include certain equity and fixed income securities, structured investments, options, master limited partnerships (“MLPs”), mutual funds, ETFs, private credit, private equity, and other securities and investments. The Adviser has the discretion, where consistent with applicable law, to take into account Environmental, Social, and 11  Sustainability Impact (“ESG”) considerations and political, media and reputational considerations relating thereto. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss – General Risks Applicable to Advisory Accounts – Environmental, Social Impact, and Governance Considerations. The Adviser may also use artificial intelligence to support its provision of investment advisory services. Affiliates of the Adviser that act as investment adviser or manager of investment companies or pooled vehicles act as investment adviser or manager for certain of these investments or assets. Wealth Advisors also sometimes recommend managers through GS&Co.’s wrap fee program known as “Managed Account Strategies,” including Affiliated Managers and Unaffiliated Managers, and sometimes recommend Affiliated Managers outside of the wrap fee program. With client authorization, Wealth Advisors allocate, rebalance and reallocate client assets among Advisory Accounts across agreed-upon equity and fixed income sub- asset classes (each of which may involve a separate agreed-upon fee depending on the fee structure agreed by the client). Information about GS&Co. as sponsor of Managed Account Strategies is available in the GS&Co. Wrap Fee Program Brochure. Information about Managers participating in Managed Account Strategies is available in the Form ADV brochure for the applicable Manager. Wealth Advisors can manage a client’s portfolio directly by selecting individual unaffiliated or affiliated mutual funds, ETFs, or separately managed accounts (“Separately Managed Accounts”), including those that are managed Centrally by an Affiliated Manager (“Centrally Managed Strategies”, and together with Separately Managed Accounts, “Managed Strategies”). Centrally Managed Strategies can take various forms, including third-party model strategies managed and implemented by Ayco PMG or internal, proprietary investment strategies developed, implemented, and managed by Ayco PMG. Wealth Advisors can also allocate assets to Unaffiliated Manager model strategies that are implemented through third-party technology platforms, using Third-Party Funds or Separately Managed Accounts. Accounts in the same Centrally Managed Strategies are generally invested according to the same strategy with similar allocations. However, there are individual circumstances whereby a client could have a different implementation of Centrally Managed Strategies. While the Adviser’s Centrally Managed Strategies are primarily made available only to the Adviser’s clients, certain strategies are also made available to clients of the Adviser’s affiliates. Ayco PMG provides portfolio construction services and manages assets in Advisory Accounts custodied at GS&Co. or Fidelity. Additionally, Ayco PMG may also place orders or provide administration or other portfolio management services and support for Advisory Accounts. As discussed in Item 4 – Advisory Services Provided by Ayco PMG, Ayco PMG provides these services in a variety of ways, although Ayco PMG may not offer the same services or strategies to all clients. In performing its duties as manager, Ayco PMG is generally informed by strategic allocation models provided by the Goldman Sachs Private Wealth Management Investment Strategy Group (“ISG”). See Item 4 – Advisory Services Provided by Ayco PMG below for more information. Although clients of the Adviser or its affiliates elect to invest through an Advisory Account managed by Ayco PMG, Wealth Advisors continue to be responsible for assisting the client in selecting the appropriate strategies and are responsible for various Advisory Account servicing and maintenance needs. In general, if there is an investment in an Advisory Account that is not otherwise approved as an advisory asset and is not promptly liquidated but maintained on a legacy basis, the Adviser will not provide investment advisory services for such asset, will not charge advisory fees in respect to such asset and will generally work with the client to remove such asset from the account. Other Information Related to the Adviser’s Investment Management Services Retirement Accounts and Retirement Plans The Adviser provides Investment Management services to individual retirement accounts (“IRAs”) under IRC Section 408 or 408A, tax-qualified retirement plans (including Keogh plans) under IRC Section 401(a) as well as pension plans and other employee pension benefit plans subject to ERISA (collectively, “Retirement Accounts”). If a Retirement Account is opened or maintained on the managed program platform 12  (“Managed Retirement Program Platform”), the Adviser provides investment advice on (1) selection amongst managed programs, (2) manager and strategy selection, including Affiliated Managers and Unaffiliated Managers, and (3) asset allocation across the client’s managed program Retirement Accounts. In addition, the client will receive discretionary asset management services from the Manager in the program that is selected. In cases where an Unaffiliated Manager is selected, an additional fee will be charged all of which is passed onto the Unaffiliated Manager. Where Wealth Advisors provide investment advisory or Investment Management services to Retirement Accounts pursuant to a written agreement, the Adviser acts as fiduciary pursuant to ERISA and/or the IRC when providing investment advice or recommendations to Retirement Accounts. Any advice or recommendations made by the Adviser with respect to non-Retirement Account assets do not apply to and should not be used by the client for any decision with respect to Retirement Account assets, which often present different considerations. The Adviser, in its sole discretion, imposes limitations on the investment services and strategies offered to Retirement Accounts. The Adviser refers plan clients to affiliates, including GSAM, to perform certain advisory services related to employee benefit plans. The Adviser also offers education and consulting services to plan sponsors of employer-sponsored plans and/or plan participants of employer-sponsored plans (e.g., 401K plans). Advisory Services Provided by Ayco PMG Ayco PMG provides portfolio construction services and manages assets in a variety of ways for clients. Not all services of Ayco PMG are available to all clients and not all strategies managed by Ayco PMG are made available to all clients. The strategies available on each custodial platform will change from time to time. Certain strategies are also made available to clients of affiliates, including where the client transitioned to the affiliate and prior investment strategies remain available on a limited basis. More information on available strategies can be obtained from the client’s Wealth Advisor. Ayco PMG manages strategies by investing in particular asset classes and investments, including, but not limited to, equities, fixed income securities, mutual funds and ETFs. Primarily, Ayco PMG develops, manages, and rebalances proprietary strategies based upon strategic allocation models provided by ISG. When funding portfolios in kind, Ayco PMG may utilize one or more of a client’s existing ETF or mutual fund positions if the position offers similar investment characteristics to the standard portfolio component. Currently only unaffiliated ETFs are available for these strategies. Although utilization of similar ETFs and/or mutual funds is intended to reduce transaction costs and tax realization, clients should expect an impact to the performance of the strategy, positively or negatively, including that the fees and other expenses for such similar ETFs and/or mutual funds could be higher, if compared to accounts that utilize the standard portfolio of investments. Ayco PMG will manage ETFs and/or mutual funds as part of the client’s portfolio that are similar to the standard portfolio components, and whether to maintain a similar position (in part or fully) in the client’s account is at the discretion of Ayco PMG. For example, Ayco PMG may exercise discretion to utilize similar ETFs and/or mutual funds in taxable accounts but not exercise the same discretion for a non-taxable account where savings on fees and expenses over time would likely be higher than one-time transaction costs and there is not a tax impact for the client. Ayco PMG could elect to liquidate all or a portion of such positions at any time, which would result in realization of taxable gains or losses associated with such positions in taxable accounts. Ayco PMG utilizes evaluations performed by XIG to identify ETFs and mutual funds that are available to substitute in a portfolio. The scope of ETFs and mutual funds available to substitute is subject to change periodically and without notice. Generally, eligible ETFs and mutual funds will include a subset of broad and/or sector-based equity only funds while ineligible funds will include, but are not limited to, levered funds and/or affiliate- managed ETFs. From time-to-time, XIG also provides updates to the ETFs and mutual funds that comprise a strategy based on a number of factors including, but not limited to, fees, tax efficiency and performance of the ETF or mutual fund. Similar to the considerations described above, when portfolios are funded in- kind and when rebalancing portfolios in connection with such XIG updates, Ayco PMG also has the ability to maintain existing positions in some or all accounts at its discretion, which may impact the performance of a client’s portfolio. Ayco PMG also provides portfolio construction services for strategies offered to clients pursuant to strategic allocation models provided by ISG that include Separately Managed Accounts (which 13  can include both affiliated and unaffiliated ETFs and mutual funds) managed by Affiliated and Unaffiliated Managers selected by Ayco PMG. Ayco PMG uses such models to assist in developing investment recommendations to manage client accounts. Strategies are periodically reviewed and are rebalanced to the appropriate model as applicable subject to their ability to maintain certain positions that have similar characteristics as described above. Ayco PMG consults with Wealth Advisors to provide guidance in developing portfolios for institutional clients and manages certain institutional client accounts (sometimes referred to as Institutional Client Services) based on strategic allocations and fees agreed with clients. Ayco PMG also assists ATAS in providing investment advisory services to ATAS clients. Not all recommendations provided by an Unaffiliated Manager or ISG will be implemented for a particular strategy managed by Ayco PMG, as Ayco PMG generally has discretion to deviate from time to time from the recommendations provided by the Unaffiliated Manager or ISG, as appropriate. Additionally, trades made on behalf of accounts that commence trading after others may be subject to price movements, particularly with orders that are large in relation to the security’s trading volume. Further, the selection of the broker-dealer for execution, the timing of when the order is entered and executed by the broker-dealer, time zone differences, the timing of the receipt of information regarding model portfolios, or the client’s individual investment guidelines, among other factors, will affect implementation and performance of a client’s Advisory Account to vary from the strategy chosen by the client and from Advisory Accounts of other clients who have chosen the same strategy. Therefore, Advisory Accounts managed by Ayco PMG may not track the intended model and such accounts may receive prices that are less favorable than the prices obtained for other accounts. Additionally, any delay in the communication or receipt of information regarding model portfolios may reduce or eliminate the effectiveness of such model portfolios. See Item 6 – Performance-Based Fees and Side-by-Side Management – Ayco PMG Portfolio Implementation and Item 12 – Brokerage Practices – Broker-Dealer Selection and Directed Brokerage below. XIG performs due diligence on Third-Party Funds selected for Advisory Accounts by Ayco PMG. Such due diligence generally includes, but is not limited to, on-site meetings, analytics related to historical performance, reference calls and risk reviews. XIG credit analysts engage in ongoing risk management, and portfolio monitoring of such investments, including an ongoing review of fund holdings, positioning changes, general business trends, and daily risk reports. Investment Restrictions Clients have the option to impose reasonable restrictions or investment policy guidelines on the management of their Advisory Accounts, including restricting particular securities, provided that the Adviser or its affiliates or the Managers, as applicable, accept such restrictions. Any such restrictions will be reflected in the investment guidelines or other documentation applicable to the Advisory Account. The Adviser generally applies ticker restrictions and Managers may apply industry sector restrictions, but neither the Adviser nor Managers generally apply other customized restrictions. The Adviser will generally not accommodate client restrictions if they are inconsistent with the specific mandates or particular strategies. If the Adviser is unable to accommodate a client’s requested restrictions, the client will need to find another firm to help meet the client’s financial objectives. Managers will accept, or withdraw from the management of, a client’s account based on the nature of the proposed restrictions or for any other reason. Further, each Manager might apply guidelines or restrictions differently. In connection with certain strategies and/or for purposes of seeking to apply the restrictions or limits requested by clients in connection with their account, the Adviser and Managers could rely on third-party service providers in determining which securities to exclude from investment, based on such service providers’ categorization of the types of companies, industries, or sectors that should be considered in this regard. There can be no assurance that the list of categories as determined by the Adviser or such service providers is complete, or that the securities restricted as a result of such categorization represent all of the securities that might otherwise be restricted in connection therewith, and it should be expected that such categories or the securities restricted thereunder will change from time to time. Restrictions do not apply to underlying investments in pooled investment vehicles, including mutual funds, structured notes, ETFs, alternative investment products made available through the Advisers or an affiliate, including hedge funds, private equity funds, venture capital 14  funds, private real estate funds, private credit funds, and other private investments (“Alternative Investments”), or other similar instruments. Clients should be aware that the performance of Advisory Accounts with restrictions could differ from the performance of Advisory Accounts without restrictions. The Adviser does not assume responsibility for investment restrictions that are imposed by the client or any non-client individual or entity, including clients’ employers, or that are not communicated in writing to and accepted by the Adviser. Generally, Managers can, in their discretion, hold the amount that would have been invested in the restricted security in cash or money market funds, invest in substitute securities, or invest it across the other securities in the strategy that are not restricted. Further, as part of Goldman Sachs, a global financial services organization that is subject to a number of legal and regulatory requirements, the Adviser is subject to, and has itself adopted internal guidelines, restrictions and policies that restrict investment decisions and activities on behalf of clients under certain circumstances. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading below. Outsourcing of Certain Investment Operations The Adviser from time to time works with various third-party service providers to help support the operational needs of managing and servicing Advisory Accounts. These service providers perform or are involved with operational functions such as opening accounts with account custodians, fee billing, bankruptcy claims, proxy voting, portfolio reporting, account rebalancing, model maintenance, trade execution and facilitating operational requests on behalf of clients based on instructions provided by the Adviser, and charge annual fees per account as well as fees based on a percentage of assets in the accounts they service. The Adviser will pass some or all of these fees onto the client, unless the client is receiving such third-party services as part of a wrap fee program that includes the costs of these services. Reliance on Information in Investment Management In performing its services, the Adviser does not independently verify any information received from clients or from a client’s other service providers, and relies solely on the information clients and their authorized representatives provide. The client is free to accept or reject any asset allocation recommended by the Adviser. Moreover, it is the client’s responsibility to notify the Adviser promptly in the event of changes in the client’s financial situation or investment objectives so that the Adviser can re-evaluate or revise any previous asset allocation recommendations or services provided to the client, if necessary. Securities Class Actions and Proofs of Claim The Adviser will not render advice or take any action on a client’s behalf with respect to the Adviser Advisory Accounts or the issuers of the securities thereof that become the subject of any legal proceedings, including bankruptcies and class actions. With respect to shareholder class action litigation and similar matters, clients are encouraged to contact the custodian to ensure that the client receives notices and are aware of the participation and filing requirements related to class action and similar proceedings. Clients with GS&Co. custody accounts are able to appoint a third party to file claims on their behalf. Other Offerings Alternative Investments The Adviser will provide non-discretionary advice with respect to buying, holding, selling, and trading interests in Alternative Investments where the clients invest based on their own independent assessment of the investment opportunity. Alternative Investments are subject to a high degree of risk, are not in the best interest for all investors, and typically have limited liquidity and can pose challenges when seeking to achieve, maintain or modify a portfolio’s allocation. By themselves, Alternative Investments do not constitute a balanced investment portfolio. Clients should carefully review and consider potential risks 15  before investing in Alternative Investments, including carefully reviewing all disclosure documents, private offering memoranda, prospectuses, or other offering materials provided. Clients should also consider consulting with separate managers or third-party service providers of an Alternative Investments and/or tax or legal counsel. Alternative Investments are made available through GS&Co. or through the separate managers or third- party service providers of Alternative Investments. In some cases for affiliated Alternative Investments, the management fee paid to the fund manager may be discounted or waived. For Alternative Investments purchased in brokerage accounts, in addition to the management fee paid to the fund manager, clients also pay investor servicing fees, distribution fees, or other similar fees as applicable. A portion of these fees are paid to GS&Co. Except as described in Item 5 – Fees and Compensation – Alternative Investment Fees, the Adviser does not exercise discretion over Alternative Investments, even if such investments are held in an Advisory Account. Please also see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss – Alternative Portfolio Services (APS), and Alternative Investment Risk. Fixed and Variable Insurance and Annuities The Adviser only provides non-discretionary advice with respect to fixed and variable insurance and annuity products. Clients who choose to invest in fixed and variable insurance and annuity products do so based on their own independent assessment and determination. The Adviser is affiliated with insurance agencies within the Adviser’s internal insurance teams, the Wealth Strategies Group, including The Ayco Services Agency, L.P. (“ASA”) and The Ayco Services Insurance Agency, Inc. (“ASIA”). Currently ASIA is not utilized for the placement of new insurance policies. Certain Wealth Advisors are also licensed as insurance agents with ASA and receive compensation related to fixed life insurance policies and annuity contracts (together, “Fixed Products”) as described in Item 10 –- Other Financial Industry Activities and Affiliations. Certain Wealth Advisors who are licensed with GS&Co. receive compensation related to variable life insurance products and variable annuity contracts (together, “Variable Products”), as described below under Item 4 – Brokerage Activities and in Item 10 – Other Financial Industry Activities and Affiliations. Wealth Advisors will, based on a client’s interest and financial planning needs, refer clients to ASA for the placement of Fixed Products, to Mercer Allied and ASA for the distribution of Variable Products, or to an unaffiliated third-party general insurance agency and/or broker-dealer. Unless otherwise agreed by the Adviser in writing or through a separate notice to or from an affiliate, in cases in which insurance products or annuities are made available to clients who do not receive advisory services, such engagement does not result in an investment advisory relationship with the Adviser or any affiliate, and neither the Adviser nor any affiliate has a corresponding fiduciary duty with respect to such clients. When Wealth Advisors who are participants in the Adviser’s compensation plan refer clients to affiliates for Fixed Products or Variable Products, including Mercer Allied and ASA, referral fees are paid subject to applicable law and such referral fees will, in general, be paid to its employees if they hold appropriate state insurance licenses and, if applicable, securities licenses. When Wealth Advisors recommend that a client include an insurance product as part of the client’s portfolio or makes a referral of a client for the purchase of an insurance product, Wealth Advisors are generally compensated for such referral. Wealth Advisors do not recommend specific insurance products. See Item 10 – Other Financial Industry Activities and Affiliations for more information. Commissions paid by insurance carriers to ASA and/or Mercer Allied increase as clients pay more premium for an insurance product and commission rates vary depending on insurance carrier and product selected, which creates an incentive to encourage clients to use products that pay the highest compensation. If a client is referred to ASA or Mercer Allied related to the purchase, redemption or exchange of an insurance policy, clients are not obligated in any way to execute through ASA or Mercer Allied. Clients should understand that recommendations by insurance agents to purchase an insurance product are not made by the Adviser in its investment advisory capacity or otherwise, are not subject to the Investment Management agreements with the Adviser, and are not subject to the same standard of care as investment recommendations provided by investment advisers. 16  The Adviser will not exercise discretionary control over retirement assets to purchase an insurance product. Any changes in a client’s Variable Products (re-allocations among separate accounts underlying Variable Products (“Variable Subaccounts”) or otherwise) are subject to the terms and conditions imposed by the applicable variable life policies and variable annuity sponsor. Generally, the Adviser does not provide advice or recommendations on the selection of Variable Subaccounts as part of its Investment Management services, other than on an exception basis. Variable Subaccounts that the Adviser may recommend are not reviewed by XIG and therefore are subject to a different level of due diligence than other third party investments. The Adviser may provide clients with education regarding asset allocation principles or examples of model portfolios. Securities-Based Loans & Margin Clients may be able to pledge account assets as collateral for loans obtained through certain affiliated and unaffiliated lenders (“Securities-Based Loans”) if the use of leverage is determined to be legally permissible. The Securities-Based Loans can be offered through Goldman Sachs Bank USA (“GS Bank”). See Item 10 – Other Financial Industry Activities and Affiliations – Other Material Relationships with Affiliated Entities – Bank or Thrift Institution. The Securities-Based Loan programs available to clients of the Adviser will depend on the custodian selected by the client. Clients should regularly monitor their loan activity and market values of their pledged accounts at their custodian. Interest or other fees charged for margin are paid to the custodian. Generally, clients that seek margin would open a brokerage account and obtain margin approval through GS&Co. Bank Deposit Cash Sweeps Clients that select GS&Co. as their custodian may authorize Bank Deposit Cash Sweeps of their free credit balances from their accounts into an available sweep option that includes an affiliated money market fund or GS Bank-offered deposit sweeps, where free credit balances are swept into GS Bank on an omnibus basis. See Item 10 – Other Financial Industry Activities and Affiliations – Other Material Relationships with Affiliated Entities – Bank or Thrift Institution. Clients that have selected Fidelity as their custodian have different sweep options made available by Fidelity. Sweep options to affiliated mutual funds for Retirement Accounts may be limited. Brokerage Activities Generally, Wealth Advisors are registered with an affiliated broker dealer, GS&Co. or Mercer Allied. These persons, in their capacity as registered representatives of GS&Co. or Mercer Allied, can refer clients to GS&Co. for brokerage services or effect securities transactions in brokerage accounts. Wealth Advisors also refer clients to GS&Co. for brokerage related services and to unaffiliated broker/dealers for other brokerage related services, including individually directed, non-discretionary brokerage accounts. Wealth Advisors registered with GS&Co. or Mercer Allied can also refer clients to Mercer Allied for Variable Products, as discussed above. Wealth Advisors generally will receive referral fees for these referrals. Clients are under no obligation to effect brokerage transactions through GS&Co or Mercer Allied. Because of the potential for Wealth Advisors to generate a referral fee, Wealth Advisors have an incentive to recommend insurance and investment products based on the potential compensation received, rather than the client’s needs. This conflict is mitigated by the broker-dealers’ oversight of brokerage products and sales activity of its registered representatives as well as Mercer Allied, GS&Co. and its registered representatives’ obligation to act in a retail client’s best interest. See Item 10 – Other Financial Industry Activities and Affiliations below. GS&Co.’s primary role as broker is to execute trades for the client based on the client’s instructions and Mercer Allied’s primary role is to place variable insurance products. The brokerage firm’s obligations to the client are different when it acts as broker as compared to when the Adviser acts as investment adviser. The client does not pay a separate fee for advice in brokerage transactions but compensates the brokerage firm for trade execution only by payment of a commission or, in the case of placement of an insurance product, the brokerage firm is paid a commission by the insurance company. In the brokerage account 17  context, the Adviser is not acting as a fiduciary investment adviser with respect to the assets held in a brokerage account. However, broker-dealers are subject to a best interest standard when recommending securities transactions or investment strategies. Any advice or recommendations made by the Adviser with respect to securities transactions or investment strategies for non-Retirement Accounts do not apply to and should not be used by the client for any decision with respect to Retirement Account assets, which often present different considerations. Referrals to Affiliates and Third Parties The Adviser refers clients to affiliates, including GSAM, ASA, GS&Co., and Mercer Allied, in connection with certain services. Wealth Advisors may refer clients to PWM PWAs. In some circumstances, Wealth Advisors will work alongside PWM PWAs to provide advisory services to PWM clients. Goldman Sachs Ayco PWAs may select or recommend that clients appoint the Adviser or other affiliates to manage all or a portion of the clients’ assets, including through Advisory Accounts managed by Ayco PMG. Advisory Accounts with GS&Co. Custody are invested in one or multiple asset classes and types of investments, which currently include certain structured investments, mutual funds, ETFs, cash and cash equivalents, and other securities and investments. Goldman Sachs Ayco PWAs will also manage existing Advisory Accounts for which Fidelity is custodian but typically, they will not purchase new assets for these accounts. Subject to applicable law, the Adviser will receive commissions, referral fees or other compensation and such receipt of such commissions, referral fees or compensation can be a factor in determining compensation paid to its employees. Referral payments are also made for insurance contracts. In addition, apart from the investment advisory services provided by the Adviser, the Adviser refers clients and prospects that the Adviser has determined are not otherwise appropriate clients for the Adviser or its affiliates to third-party investment advisers and will receive compensation in an amount calculated at an annual rate of up to 0.225% of the assets in client accounts that are advised or managed by the third-party investment advisers pursuant to an investment advisory agreement between client and the third party investment advisers. Such third-party investment advisers have other relationships with Goldman Sachs including for investment management and custodial services. Goldman Sachs will receive compensation and other benefits for these services in addition to the referral fee in connection with such client referrals. The Adviser does not undertake to act as investment adviser or assume any fiduciary obligation when providing such referrals to third party investment advisers. The Adviser provides these referrals for general, educational and discussion purposes only. No referral should be viewed or construed as investment advice or a recommendation of any third-party investment adviser (or their products or services) based on a client or prospect’s financial circumstances or investment objectives. The Adviser should not be viewed or construed as acting in a fiduciary capacity, including under ERISA or the IRC, when referring a client or prospect to any third-party investment adviser. Clients and prospects should make their own assessment about whether any third-party investment adviser to which they are referred is appropriate given such person’s financial circumstances or investment objectives. Please see Item 5 – Fees and Compensation – Other Fees – Compensation for the Sale of Securities and Other Investments for information on compensation and related conflicts. The Adviser also provides referrals to unaffiliated third-party professionals (“Third-Party Professionals”) to assist clients with recommendations, advice, financial planning strategies (including tax return preparation, household payment administration and bill payment), and services not directly related to the Adviser’s services. Unless otherwise indicated by the Adviser in writing, the Adviser does not undertake to, nor does it perform, specific due diligence regarding Third-Party Professionals and such referrals do not constitute recommendations by the Adviser of the Third-Party Professional or their services. Referrals to Third-Party Professionals are made as an accommodation and generally are not compensated. The Adviser does not undertake any fiduciary obligation when providing referrals to Third-Party Professionals. Services provided by Third-Party Professionals are distinct from those provided by the Adviser and its affiliates and typically involve additional terms of service. Third-Party Professionals may be different from the service providers that the Adviser and its affiliates use to provide the same or similar services due to regulatory limitations or other reasons. In instances where the Adviser maintains a business relationship with a Third-Party 18  Professional, such relationship should not influence the referral or the service received by the Third-Party Professional. Where the Adviser refers clients to affiliates, including GS&Co., GSAM and ASA in connection with certain services, it receives referral fees subject to applicable law and compensates its eligible Wealth Advisors who make such referrals. Legal, Tax, and Accounting Advice and Services As discussed above in Item 4 – Financial Planning, the Adviser may provide tax return preparation services and tax advice to clients. The Adviser does not provide legal or accounting advice or services to clients. Clients should consult with their own legal, tax, and accounting professionals before engaging in any transaction. Other Non-Advisory Services The Adviser may also offer directly or through affiliates certain non-investment advisory services beyond those already mentioned herein, such as insurance servicing for products and annuities placed through the Adviser’s or its affiliated insurance teams, bill pay services, and various administrative services. Such services are made available to clients based on a number of factors including client interest, total client assets and other factors. Please see Item 10 – Other Financial Industry Activities and Affiliations for more information. Such non-investment advisory services are provided to certain clients and non-clients, and provision of any such services to a non-client does not result in that person becoming an advisory client of the Adviser. Unless otherwise agreed by the Adviser in writing or through separate notice from an affiliate, in cases where such services are made available, such engagement does not result in an investment advisory relationship with the Adviser, and the Adviser has no corresponding fiduciary duty with respect to such services. Portfolio Management Services in Wrap Fee Programs Clients who elect GS&Co. as their custodian have access to GS&Co.’s wrap fee program (“Managed Account Strategies Program”). For wrap fee accounts, the client’s advisory fee covers all fees and charges of GS&Co., including brokerage commissions and commission equivalents on agency transactions executed through GS&Co. and custodial and administrative charges. Information about GS&Co. as sponsor of its Managed Account Strategies Program is available in the GS&Co. Wrap Fee Program Brochure (a copy of which is also available at www.adviserinfo.sec.gov and delivered to applicable clients). Transition, Delegation or Assignment of Advisory Services to Affiliates Due to business restructuring, personnel changes or changes in particular circumstances of a client and the scope of their advisory services and advisory relationships, clients may be offered the option to transfer their relationship to an affiliated adviser through delegation, assignment or through establishing a relationship under new terms and conditions. Such changes result in differing arrangements among clients of the same Wealth Advisor and different or legacy terms among clients of the Adviser, including higher or lower fees for the same or similar products and services. Each circumstance is different and, in some cases, the client will have the option to maintain the same products and services under the same terms and fee schedule agreed with the original adviser. For any additional products or services made available to the client by the affiliate, the client may be required to execute new agreements, and be subject to new or differing disclosures that could supersede prior terms. For more information on the various fee arrangements that may be available, clients can refer to Item 5 – Fees and Compensation, the standard fee schedules contained in this Brochure in Appendix A and Appendix A of the PWM Brochure available at www.adviserinfo.sec.gov. Managed Strategy Fees are available to clients at https://goldman.com, or available upon request to their Wealth Advisor. 19  Assets Under Management Clients may elect to have assets managed by the Wealth Advisors, Ayco PMG or Affiliated Managers and/or Unaffiliated Managers. As of December 31, 2025, assets managed by Wealth Advisors and Ayco PMG were approximately $34,126,400,000, all of which were managed on a discretionary basis. This figure includes investments in pooled vehicles reflected in Advisory Accounts that are managed by an affiliate of the Adviser or a third-party, but excludes other investments that an affiliate may otherwise include in its assets under management. Clients also maintained approximately $70,957,500,000 in Advisory Accounts invested in strategies that are managed by an Affiliated Manager or an Unaffiliated Manager, where Wealth Advisors or Ayco PMG may provide advice and/or act with discretion in selecting, allocating to, or recommending such strategies. This amount is not, and has not historically been, included in the assets under management reported above. ITEM 5 – FEES AND COMPENSATION The Adviser is generally compensated through Financial Planning fees and/or Investment Management fees that are charged to clients, along with other fees that may be charged by Goldman Sachs. Clients are also responsible for third-party fees and charges, as described in more detail below. The Adviser utilizes different fee structures as more fully described in Item 5 – Fees for Investment Management Services below. Negotiated Fees Advisory fees are agreed upon with each client and confirmed in writing, which may be amended from time to time. The Adviser considers a number of variables when analyzing the specific services to be provided to the client and the appropriate cost for those services. Factors that determine the advisory fee could include, but are not limited to: the services expected to be performed; the client’s Financial Planning and/or Investment Management needs; the amount of investable assets; the client’s net worth; corporate affiliation, if acquired through a Corporate Partner; (cid:120) (cid:120) anticipated level of service; (cid:120) (cid:120) account objectives; (cid:120) (cid:120) (cid:120) (cid:120) distribution channel; (cid:120) overall relationship, including whether the client participates in a Financial Planning program through a Corporate Partner or receives other services under a separate fee arrangement; referrals from affiliated and unaffiliated parties; and (cid:120) (cid:120) historical fees charged to other similar clients in the region. As a result, clients (including clients who are part of the same Corporate Partner program as applicable) should expect to be charged different fees for similar services and the actual advisory fee may be higher or lower than the fee charged to other clients depending on these broader considerations. Negotiated rates or fee waivers, if applicable, made available through Corporate Partner relationships are generally only available while a client is affiliated with a Corporate Partner. The Adviser’s fees may be higher or lower than those charged by others in the industry and it is possible to obtain the same or similar services from other advisers at lower or higher rates. Minimum balances or minimum fees are modified and/or waived in the sole discretion of the Adviser or its affiliates, as applicable, including as part of certain corporate-sponsored Financial Planning programs. Financial Planning fees will vary as programs and services themselves vary (based on the factors described above). This will result in a client or third party (e.g., Corporate Partner) paying different Financial Planning, program, and/or seminar fees (as applicable) than another client or third party for similar services. Certain clients may have access 20  to strategies or products that may not be available to other clients and pursuant to different fee schedules or fee structures. Certain strategies or programs may be available only to the Adviser’s affiliates, or employees of the Adviser and its affiliates or available to them, at lower rates than those available to other clients. The same strategy or product can be subject to different fee schedules based on the Wealth Advisor’s management of the Advisory Account or the client’s agreement with the Adviser on a particular advisory strategy. Corporate Partner programs may also include alternative fee arrangements, where the Corporate Partner may provide certain of its products or services, or marketing or other benefits to the Adviser or its affiliates pursuant to an arrangement whereby the Adviser provides its services to Corporate Partner members or participants at discounted or waived fees. This can occur where, for example, a Corporate Partner provides the Adviser or its affiliates with advertising or access to Corporate Partner members or participants (e.g., athletes or other talent), including through events sponsored by the Corporate Partner. Services may be provided to Community-Based Partners on a fee waived or pro-bono basis, or at significantly reduced rates. Some relationships may benefit from “householding.” Householding is an aggregation process that may help clients negotiate a lower advisory fee rate by combining the amounts in client’s household program accounts to achieve higher account values thereby reducing their fee to a rate lower than available to an individual program account. Householding of related program accounts does not authorize others in a client’s household to conduct transactions in a client’s individual account. Eligibility of Retirement Accounts for householding is subject to compliance with applicable regulatory requirements. Fees for Financial Planning Financial Planning Fees The Adviser typically receives an annual Financial Planning fee. Such fee is payable, in whole or in part, by the client, a Corporate Partner, or, in some cases, a third party pursuant to an arrangement with the client or a Corporate Partner. The general range for the Adviser’s annual individual Financial Planning fee is between $2,500 and $100,000. This range accounts for various distribution channels and types of services offered and will vary depending on the client’s individual circumstances and needs. The Adviser may add a 15% surcharge for services provided by the Adviser’s West Coast office. In addition, additional charges may be imposed related to state specific circumstances. When clients are charged for Financial Planning, fees for the cost of certain non-investment advisory services (e.g., tax preparation) may be included. Typically, Financial Planning fees are payable on a semi-annual basis in advance. In certain limited circumstances, the Adviser offers Financial Planning on an hourly basis (typically between $280 and $600 an hour). Certain clients who maintain investment accounts with the Adviser and only receive investment planning as their Financial Planning service (clients in the Adviser’s Personal Wealth offering and certain clients in Executive Wealth and Personal Planning) do not typically pay a separate fee for this service. However, typically for clients who receive both Financial Planning and Investment Management services, the fees for these services are charged separately. In addition, the Adviser could introduce a fee model whereby certain clients pay a comprehensive fee for Financial Planning and Investment Management as set forth in their applicable documents. In limited cases the Adviser will waive its financial planning fee. See Item 5 – Fees for Investment Management Services – Investment Management Fees below. For the Personal Planning service, Financial Planning fees are typically charged semi-annually in advance. The fees are negotiated and can vary for many reasons, including taking into account the scope and size of the relationship and services provided to the Corporate Partner. The fee generally ranges from $2,500 to $7,500 per year but can be more or less per client or can be waived. If services in addition to Financial Planning are requested by a client or a Corporate Partner, additional fees will be charged and will vary depending on the services selected and client’s individual circumstances and needs. Negotiated rates or fee waivers, if applicable, made available through Corporate Partner relationships are generally not available if an individual client is no longer affiliated with a Corporate Partner. 21  Financial Planning fees are typically higher for Private Family Office clients, and generally require a minimum annual fee of $125,000, billed quarterly. In addition, certain new Private Family Office clients pay a one-time integration fee that typically ranges between $10,000 and $25,000, which includes data collection and reporting set up. The Private Family Office intends to introduce an asset-based fee for its services in the future, and expects to begin charging most Private Family Office clients quarterly in arrears in 2026. On a limited basis clients may be able to engage the Private Family Office for more limited services, and in such cases the clients generally will be charged on a per services basis. A variety of pricing structures are available for Financial Wellness programs including a combination of one or more of the following: a price per eligible program participant, a flat fee and a utilization-based model. Pricing is program-dependent based on Corporate Partner size, program design and resource requirements. Fees for eligible program participants generally range from $25 to $250 annually, but fees may be adjusted based on the particular circumstances. The Adviser will also negotiate alternative fee arrangements for telephonic Financial Wellness programs that are based upon a platform access fee and specified number of calls anticipated over a certain period of time and depend upon a number of factors including the eligible population, scope of topics addressed, and timing of the program, with call blocks generally ranging from $25,000 to $200,000. For utilization-based programs, price per participant will typically range from $750- $1,000 per year. Program management fees may also apply. Minimum fees and fee ranges are charged based upon: (i) number of eligible participants; (ii) volume of calls; (iii) usage rates; (iv) scope of services; or (v) other negotiated factors. The Adviser will also negotiate flat fee arrangements for Financial Wellness Services, a specified number of seminar days, and associated travel and living expenses. fees for specific life event programs and services such as SurvivorSupport® or Program TransitionalSupport® (e.g., services tailored to serious illness or death of individual client or client’s family member) range from $750 to $7,500 per client. In addition, certain programs, if provided on a standalone basis, such as retirement readiness, may be billed at a flat rate that typically has a minimum fee of $50,000. In addition to individual Financial Planning fees, certain Corporate Partners pay fees on a one-time or recurring basis that will vary depending on program complexity and configuration requirements. Such program fees can include: (i) an annual account maintenance fee that covers collection and analysis of the Corporate Partner’s benefits and compensation plans for the purpose of counseling individuals participating in the Adviser program; (ii) fees for direct access to certain services offered by the Adviser’s benefits specialist team; and (iii) ongoing administration fees for the Adviser program. The Adviser may also negotiate alternative flat fee arrangements with Corporate Partners for bundled services, including Financial Wellness, Personal Planning and/or Executive Wealth. Seminar fees vary depending upon the duration of the program, delivery method (live or recorded webinars), the number of eligible participants, and the customization of the program itself. The Adviser’s seminar fee ranges from $1,000 to $4,000 per session. Arrangements through Corporate Partners generally differ from individual arrangements and can include negotiated fee waivers or reduced fees for Investment Management services. See Item 5 – Negotiated Fees above. Billing Fee Adjustments, Pre-paid Fees, and Refunds Billing arrangements related to Financial Planning, program, and seminar fees (as applicable) are negotiable. Clients and/or third parties responsible for payment for services (e.g., Corporate Partners) may be billed directly, and/or the client may authorize the payment of fees directly in writing from certain eligible investment accounts. Payment of fees from a client’s investment account will impact the overall investment return relative to such account. Unless otherwise agreed to in writing and as specifically noted below, upon termination of a Financial Planning relationship before prepaid services are rendered, the Adviser will refund such portion of the fee that has been prepaid but remains unearned. 22  Except as negotiated between the Adviser and Corporate Partners, fees payable to the Adviser in connection with Financial Wellness programs are non-refundable after the earlier of (i) the initial telephonic or digital interaction with a client; or (ii) the Financial Wellness program or seminar is otherwise developed or implemented. Financial Planning, program, and seminar fees (as applicable) may be adjusted automatically by terms mutually agreed upon by the Adviser and the client and/or third party responsible for payment for services (e.g., Corporate Partners). Examples of automatic adjustment include increases to Financial Planning and certain program fees (e.g., the annual account maintenance fee, if applicable) based on an increase in the Consumer Price Index (“CPI”) for the services industry. The Adviser also reserves the right to adjust fees in the event of extraordinary circumstances. In such cases, the client and/or third party responsible for payment for services will be notified of any such proposed adjustment. Corporate Partners are responsible for determining the amount of income to impute to individual executives and participants, if any. The Adviser does not provide any advice in this regard. Other Fees and Expenses Incurred in Connection with Advisory Services Financial Planning fees only cover Financial Planning and do not cover any other services, accounts, or products that clients obtain from the Adviser or its affiliates provided that the cost of certain non-investment advisory services (e.g., tax preparation) may be included when clients are charged for Financial Planning. Unless otherwise agreed to in writing, clients who receive Investment Management services through the Adviser will pay additional fees and expenses in connection with such services. Those fees and expenses are described below. Clients who receive Investment Management services through affiliates will also pay separate fees and expenses for those services, which are described in the affiliate’s ADV Part 2A brochure and in any applicable fee schedules or agreements. Fees for Investment Management Services Investment Management Fees Clients generally compensate the Adviser for its Investment Management services through the payment of an advisory fee that is calculated as a percentage of assets in the Advisory Account. The Adviser primarily offers a strategy-based fee model and a Comprehensive Pricing Program (“CPP”), which is a comprehensive fee model. Not all fee models are offered to all clients and there may be differences depending on the custodian the client selects. Different products and services are available depending on the fee model available to the client. Clients must agree in writing to their fee model. Before agreeing to a pricing model, clients should take into consideration factors such as their financial needs and circumstances, investment objectives, services provided under the particular model, client preference, the size of the account, client customization of investment guidelines, and any other relevant factors. Certain account fees and expenses will be more or less expensive depending on the pricing model chosen. Clients generally pay Execution Charges (as defined below) in addition to paying advisory fees. Depending upon the custodian they select, clients will also pay custodian specific fees (if any) for custody, sub-advisory services, administrative services and consolidated reporting, as well as underlying mutual fund, ETF, and private investment fund fees and expenses, as described below. Certain clients receive different reports and may pay additional fees for such reporting. As described in more detail below, depending on the strategy or investment selected, clients will pay transaction fees and execution charges, including commissions, commission equivalents, mark-ups, mark- downs and spreads (collectively, “Execution Charges”) in addition to paying advisory fees. GS&Co. may waive commissions and mark-ups/markdowns to which it is otherwise entitled for transactions, including in certain equity and fixed income strategies managed by Advisory Personnel or the Adviser may not otherwise charge clients for such fees. For the avoidance of doubt, spreads cannot be waived. During the time that any such waiver is in effect, the Adviser will continue to receive the investment advisory fees charged for the underlying investments, as well as the spreads and other compensation described in this 23  Item 5 – Fees and Compensation. The waiver by the Adviser is not intended to affect the nature of the investment advice provided. The Adviser may, in its discretion, elect to charge (or reinstate) commissions and mark-ups/mark-downs at any time. Clients enrolled in CPP generally pay execution fees for all transactions executed by GS&Co. or a third party. However, currently, unless otherwise agreed, Execution Charges for strategies managed by Ayco PMG or by a Wealth Advisor are generally waived, with the exception of trader assisted executions. Please see the Wrap Brochure to the GS&Co. Form ADV Part 2A, Appendix 1 for additional information regarding execution and other fees for wrap strategies. Comprehensive Pricing Program. Clients with CPP will generally pay, as applicable, (i) an annual advisory fee that compensates the Adviser for providing investment advisory services; (ii) fees that compensate the Managers of each Managed Strategy in the client’s account (“Managed Strategy Fees”); and (iii) custody and Execution Charges (as defined below). Except as discussed below, the maximum advisory fee for CPP is generally 1.50%. The advisory fee is charged at an annualized rate as agreed in the fee schedule in the application that a client submits to open their Advisory Account, as amended from time to time in writing. Generally, CPP has certain diversification requirements and is more appropriate for clients who will invest across a number of asset classes. Whether a client will pay more or less with a CPP pricing model or a strategy-based advisory fee model depends on a number of factors, including the services provided, client preference, size of the client’s account, the client’s particular financial needs and circumstances and the fees charged. The strategy-based pricing model generally provides for lower fee rates on certain asset classes versus others, so that a client whose investments are primarily in such lower fee asset classes may have fees that are lower than those of another client who participated in CPP who may have a similar asset allocation. Managed Strategy Fees, if applicable, begin accruing in Advisory Accounts that agree to CPP when assets in an Advisory Account are allocated to a Managed Strategy. The description of Managed Strategy Fees herein is meant to provide a general understanding of how Managed Strategy Fees are charged. The terms of a particular Managed Strategy Fee charged by a portfolio manager are subject to the terms of each portfolio manager’s brochure. The advisory fee for advice on certain types of arrangements will be billed directly to the client or debited from another account for the client. For Separately Managed Accounts where an Affiliated Manager serves as manager, Managed Strategy Fees are waived. Managed Strategy Fees are disclosed to clients in the Comprehensive Pricing Program Portfolio Manager Fee Summary available at https://goldman.com, or available to clients upon request to their Wealth Advisor. Strategy-based fees. For Advisory Accounts (except for Retirement Accounts) that custody at Fidelity clients generally pay strategy-based investment advisory fees that are set forth on the fee schedule attached as Appendix A based on assets under management in the particular strategy. Clients who elect GS&Co. custody agree to a specific fee for each Managed Strategy or if they choose to participate in the Discretionary Management Selection (“DMS”) program, will agree to a fee schedule based on the sub-asset class classification of each strategy. Absent special circumstances, the fees set forth in the Appendices represent the current maximum advisory fees for Advisory Accounts. The actual advisory fee paid by each client is set forth on the applicable fee schedule agreed to by the client and may vary from those in the fee schedules herein. A client could pay more or less than other clients invested in similar strategies or products. From time to time for DMS, Goldman Sachs reclassifies Managed Strategies from one sub-asset class to another sub-asset class. In these instances, clients who have elected to participate in the DMS program may experience a change in the fee rate depending on the nature of the sub-asset class reclassification. Upon notice to the client of a reclassification, if the fee rate associated with the new sub-asset class classification differs (higher or lower) from the fee rate associated with the previous sub-asset class classification, the client’s fee rate on the strategy will increase or decrease accordingly so long as the client has a fee schedule on file for that sub-asset class. If a strategy is reclassified and a client in the DMS program has not previously agreed to the new sub-asset class as part of the program, the client must agree to include the new sub-asset class and related fee in the relevant program to maintain their investment in the strategy. Clients who have elected not to participate in the DMS program will not experience a change 24  in the fee rate (higher or lower) as they agree to fees for each Managed Strategy and not to fees for sub- asset classes. The applicable fee applied to the account pursuant to the fee schedule is determined at the time of initial investment. Notwithstanding different fee tiers for asset ranges set forth in the pertinent fee schedule, fees are not adjusted in connection with any subsequent increases or decreases in investment size for existing strategies, unless specifically negotiated. The foregoing will also apply to those clients who continue to participate in the Verbal Manager Selection program that the Adviser no longer offers. The Adviser charges a custody fee for certain accounts in the strategy-based pricing model that do not also pay a separate counseling fee for operational and administrative support for Advisory Accounts. The custody fee is generally based on the client’s relationship with GS&Co. and the amount of assets under management. The amount of the custody fee appears on the client’s statement for the month in which the fee is charged. For ATAS clients, clients agree to the fees on the applicable strategy-based fee schedule. In addition to the advisory fee charged by the Adviser on trust assets under management, depending on the amount of assets under management, corporate trustees also charge a fee for their trustee and administrative services and provide their own fee schedules. The trustee fees charged by corporate trustees to ATAS clients are determined by the corporate trustees and, unless otherwise indicated to clients, generally range from 0.160% to 0.750% of assets under management, depending on the corporate trustee that the client selected and the amount of assets under management. Comprehensive Advisory Services Program. On a limited basis, the Adviser will make available the Comprehensive Advisory Services Program (“CASP”) fee model. This fee model will generally only be made available to new Institutional Client Services clients and/or clients that work with a Goldman Sachs Ayco PWA. Generally, CASP has certain diversification requirements and is more appropriate for clients who will invest across a number of asset classes rather than investing in one or two managed strategies. Whether an advisory client will pay more or less with a CASP pricing model, CPP or a strategy-based advisory fee model depends on a number of factors, including the services provided, client preference, size of the client’s Advisory Account, the client’s particular financial needs and circumstances and the fees charged. If a client has a CASP fee arrangement for advisory services, portfolio manager fees and Execution Charges, where applicable, will apply in addition to the single advisory fee charged by the Adviser. CPP and CASP are different pricing models and offer different products and pricing. CASP offers a tiered pricing model while CPP does not. See Appendix A for additional information on CASP fees. Personal Planning; Accounts Under $500,000. For certain Personal Planning clients who also wish to engage the Adviser for investment management services with accounts holding under $500,000 there is a separate fee program pursuant to which clients have access to a limited number of the Adviser’s Centrally Managed Strategies. These clients generally execute separate fee schedules for each strategy and are charged the same advisory fee of 0.85% for all strategies. This option is only available with Fidelity custody. Retirement Account Fees. With respect to Retirement Accounts, the Adviser’s ability to collect certain fees and other compensation (including certain fees described in Item 5 – Other Fees – Underlying Fund Fees and Pooled Investment Vehicle Fees and Compensation for the Sale of Securities and Other Investments below), to engage in certain transactions (including principal trades) and provide certain services is limited by the Retirement Regulations. Notwithstanding the below, the actual fees that a client will be charged are set forth in the client’s applicable fee schedule and other documentation governing the investment. For Retirement Accounts that participate in the strategy-based fee model for the Managed Retirement Program Platform, clients generally execute separate fee schedules for each strategy and are charged the same advisory fee for all strategies with a maximum advisory fee of 1.50%. Calculation and Deduction of Fees. Advisory fees paid by clients for Advisory Accounts are generally charged quarterly in arrears based on the average market value of the assets in the account during the previous quarter. However, from time to time there may be certain Advisory Accounts that custody with Fidelity and are billed quarterly in advance based on previously negotiated billing arrangements. Fees are 25  prorated and due upon termination or for partial periods. See Item 5 – Other Fees – Terminated Accounts below for a description of adjustments for terminated accounts. For Advisory Accounts for which Fidelity acts as custodian, clients generally authorize the Adviser to direct Fidelity to have their fees and expenses debited from their Advisory Account for credit to the Adviser and its affiliates, as applicable. Cash and cash equivalents are generally included in the advisory fee calculation for clients whose accounts are maintained by Fidelity as custodian. The average month-end values are adjusted for significant cash flows (contributions and withdrawals). For Advisory Accounts with GS&Co. custody, average market value is generally determined using averaged end-of-day quantity and end-of-day market prices for each security, including any applicable accruals, and advisory fees are automatically deducted from the client’s Advisory Account unless otherwise agreed between the client and GS&Co in writing. Fees are prorated and due upon termination or for partial periods. Transaction Fees Depending on the strategy or investment selected, clients will pay Execution Charges unless waived by GS&Co. or a third party. Generally, clients will be responsible for payment of all Execution Charges arising from transactions effected for client accounts to either third parties if a third party is providing execution services, or to GS&Co. if GS&Co. is providing execution services (other than for wrap accounts). Commission schedules vary depending on the custodian and clients may pay more or less in Execution Charges depending on the custodian they select, including when the same strategies are offered through multiple custodians. Additionally, compensation paid to the Adviser and Wealth Advisors based on Execution Charges differs depending on the custodian selected by the client. For example, the Adviser and Wealth Advisors receive compensation related to GS&Co. Execution Charges for Advisory Accounts with GS&Co. custody but are not compensated based on Fidelity Execution Charges for Advisory Accounts for which Fidelity is custodian. A description of the different types of Execution Charges that clients may pay is provided below. However, the custodians reserve the right to charge fees in addition to what is described below including trade away fees and fees related to specific investments such as mutual funds and Alternative Investments. For a complete list of transaction fees that may apply to Advisory Accounts, clients should review their customer agreements with the applicable custodian. Additionally, from time to time, Execution Charges are waived by the broker-dealer. Strategies for clients in which Execution Charges are waived by the broker-dealer are subject to the fee schedules set forth herein. When the Adviser waives this fee, the Adviser is less likely to negotiate below its standard advisory fee schedule. Clients may be able to obtain the same investment advisory and brokerage services that are offered for strategies where Execution Charges are waived separately through the Adviser or other firms, and the cost of obtaining the services separately may be more or less than the investment advisory fees charged for the strategies where Execution Charges are waived by the Adviser depending on the anticipated trading activity. Execution Charge Commissions Commission Equivalents Description and Applicability The amount charged by a broker for purchasing or selling securities or other investments as an agent for the client, which is disclosed on the client’s trade confirmations or otherwise. Commissions are charged in connection with transactions involving equities, fixed income securities, structured investments, MLPs, ETFs, listed options on equities and any other securities traded as agent. The amount charged by a dealer for purchasing or selling securities or other investments in certain riskless principal transactions. Riskless principal transactions refer to transactions in which a dealer, after having received an order from a client to buy a particular security, purchases such security from another person to offset a contemporaneous sale to the client or, after having received an order from a client to sell a particular security, sells such security to another person to offset a contemporaneous purchase from the client. 26  Execution Charge Spreads Mark-ups/Mark-downs fixed Description and Applicability 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), which is reflected in the price of the security. The difference or spread narrows or widens in response to the supply and demand levels of the security. Spreads are generally included in transactions involving fixed income securities, structured investments and currencies. Transactions may include a spread in addition to other Execution Charges such as mark-ups/mark-downs. A mark-up is the price charged to a client, less the prevailing market price, which is included in the price of the security. A mark-down is 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. Mark- ups/mark-downs are included in transactions involving, among other investments, investments and income securities, structured currencies. Transaction fees are charged by the broker-dealer executing the transactions for client accounts. Clients will be responsible for payment of all commissions (and commission equivalents), transfer fees, registration costs, taxes and any other costs and transaction-related expenses and fees arising from transactions effected for client accounts, including markups, markdowns, and spreads on principal transactions, auction fees, fees charged for specified securities transactions on exchanges and in the over-the-counter markets, American Depositary Receipt execution costs (such as conversion or creation fees, foreign exchange costs and foreign tax charges), 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 custodian, fees on NASDAQ trades, certain costs associated with trading in foreign securities and other property, and any other charges mandated by law or otherwise agreed to by the client and the Adviser or custodian unless the client has enrolled in a wrap fee program where the wrap fees cover these costs; certain fees in connection with trust accounting, or the establishment, administration, or termination of Retirement Accounts or other fees in connection with the provision of services by the Retirement Account trustee or custodian, as applicable. The custody, brokerage, and other expenses clients are charged by the custodian will be different from those incurred by clients that use a different custodian. Commissions will be reflected on the confirmations clients receive for such trades. Execution Charges in connection with any trades in fixed income securities will be included in the net price shown (but not separately itemized unless required under applicable law) on client confirmations for such trades. The Adviser does not reduce its advisory fees to offset Execution Charges except to the extent required by applicable law. Advisory Accounts that use GS&Co. as custodian and that pay Execution Charges will do so at rates determined by Goldman Sachs. These rates may be negotiated, and clients may pay more or less in Execution Charges than similar clients for identical transactions, including those effected through Fidelity. Execution Charges paid by similar clients may differ depending on the particular circumstances of the client, including the size of the relationship and required service levels. When GS&Co. executes a trade through a third-party broker-dealer, any applicable Execution Charges issued by the third-party broker-dealer will be charged to the client. GS&Co. generally charges clients commissions according to the commission schedules agreed to between them. However, there may be circumstances where GS&Co. charges commissions for investments or transactions that are not covered by the commission schedule. In addition, GS&Co. retains the right to waive commissions and mark-ups/mark-downs for certain clients, for execution channels (e.g., electronic executions) or for investment strategies in its discretion. GS&Co. retains the right to discontinue any such waivers at any time upon notice to clients. GS&Co. generally executes transactions in certain non-U.S. equities and pooled investment vehicles, including ETFs, on a principal basis and charges a commission equivalent for such transactions. Derivative transactions carry an embedded mark- up to compensate Goldman Sachs (or other derivative counterparty) for executing the transaction and taking market risk. Certain derivative transactions are subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”) and/or European Market 27  Infrastructure Regulation requirements, which may include additional fees depending upon the type of transaction and service clients choose (subject to eligibility requirements). Transactions in American Depositary Receipts (“ADRs”) generally include certain embedded execution costs including conversion or creation fees, foreign exchange costs and foreign tax charges. Goldman Sachs executes a significant volume of fixed income trades through third-party broker-dealers and executes certain fixed income trades for certain strategies on an agency basis (“Agency Trading Option”). In some cases, acquiring an investment through a third-party broker-dealer will result in fees and Execution Charges that are different from those charged by GS&Co. for the same product and will be higher or lower. In the case of the Agency Trading Option, rather than a mark-up/mark-down, clients are generally charged an explicit commission that is disclosed on their trade confirmations. GS&Co. retains the right to trade as principal (to the extent permitted by law) in order to provide eligible clients with access to new issues or for best execution. Fixed income trades for the Adviser’s Retirement Accounts are solely executed through the Agency Trading Option. For Advisory Accounts for which Fidelity is custodian, clients should expect to pay Execution Charges, which are in addition to the advisory fees charged by the Adviser. The Adviser and its affiliates do not share in Execution Charges imposed by Fidelity and clients may pay more or less than similar clients charged for identical transactions executed at GS&Co. Fidelity may offer discounted commission rates to their employees who are advisory clients of the Adviser, change Execution Charges at any time, or waive commissions or Execution Charges altogether, in their sole discretion. Clients should refer to the Fidelity execution fee schedule then in effect, which is available from Fidelity or their Wealth Advisor. If the Adviser and/or Goldman Sachs provide services to Advisory Accounts that have separate fees or costs not included in the advisory fee, then the Adviser and Goldman Sachs (as applicable) will be entitled to retain such amounts and they will not offset any other fees or compensation, unless expressly agreed. GS&Co., like any other broker-dealer executing a transaction, has (directly or through its affiliates) commercial interests in transactions that can be expected to diverge from the interests of Advisory Accounts, such as obtaining favorable rates on Execution Charges. As described in Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, Wealth Advisors receive referral or brokerage compensation, if eligible, in connection with transactions effected for Advisory Accounts custodied with GS&Co. For information about the Adviser’s brokerage practices, please refer to Item 12 – Brokerage Practices. Custody, Administration and Other Fees Custody fees, administration fees and all other fees charged by service providers providing services to Advisory Accounts are generally levied by the custodian, the administrator or other service providers for the Advisory Account. While fees charged by service providers providing services to Advisory Accounts are generally not included in the advisory fees payable to the Adviser, the Adviser may receive a portion of this revenue. An Advisory Account (and fund investors indirectly) will generally bear such expenses unless provided otherwise in the applicable governing documents. Generally, clients may be charged the following fees from their account custodian(s) or executing broker: charges for transactions with respect to assets not executed through the custodian; short term redemption costs; costs charged to shareholders of mutual funds and ETFs by the fund manager; odd-lot differentials; American Depositary Receipt costs; costs associated with exchanging currencies; or other costs required by law. Additionally, the client will be charged for non-standard service fees incurred as a result of any special requests made by the client, such as overnight courier or wiring fees. Custodians may also charge clients account transfer and/or termination fees. Custodial transaction fees (for transactions executed through the custodian’s broker-dealer) will be paid by the client or by the Adviser as negotiated and stated in the client’s agreement with the account custodian. Custodians charge clients other fees, beyond transaction fees. If applicable, the additional fees charged to clients by the custodian include, but are not limited to, fees related to custodial and clearing agent services, maintenance of portfolio accounting systems, preparation and mailing of client statements, account 28  processing, systematic withdrawals, redemptions, terminations, account transfers, Retirement Account custodial services, or maintenance of a client inquiry system. Depending on the custodian relationship, and/or the account type, additional expenses charged to an Advisory Account, either directly or indirectly through a Manager, investment adviser or vendor, could include: (i) debt-related costs and expenses, including expenses related to raising leverage, refinancing, short term and other liquidity facilities, derivatives and other arrangements that have the effect of providing leverage, administering and servicing debt, and the cost of compliance with lender requests (including travel and entertainment expenses relating to the foregoing); (ii) investment-related expenses, including due diligence and research, expenses relating to identifying, investigating, evaluating, registering, valuing, structuring, closing, purchasing, monitoring, managing (which may include costs and expenses of attending and/or sponsoring industry conferences or other meetings), servicing, holding, tracking and harvesting of investments and potential investments (including travel and entertainment expenses relating to the foregoing), and expenses relating to background checks; (iii) expenses related to hedging, including currency, interest rate and/or other hedging strategies, and the settlement of hedging transactions; (iv) legal, tax, administration and accounting expenses, including expenses for preparation of annual audited financial statements, tax return preparation, tax and legal advice in connection with, among other things, acquiring, holding and disposing investments and operational matters, wire transfer fees, mailing costs and expenses, legal costs and expenses associated with indemnity, litigations, claims, tax audits, arbitrations, mediations, government investigations or disputes in connection with the business of an Advisory Account, and the amount of any judgments or settlements paid in connection therewith or the enforcement of an Advisory Account’s rights against any person or entity, and expenses related to reporting and filings done by external tax professionals or for outside consultants engaged to assist Goldman Sachs. personnel with regard to such functions; (v) professional fees (including, without limitation, fees and expenses of financial advisers, consultants, finders and experts, as well as fees and expenses in connection with participation in bondholder groups, expenses relating to third-party valuation agents, restructurings, class actions and other litigation); (vi) costs and expenses of operating Advisory Accounts, including fees and expenses of directors, trustees, or independent general partners or similar control persons; (vii) technology expenses, including news and quotation services; (viii) insurance premiums (which insurance generally covers numerous Advisory Accounts, in which case each participating Advisory Account is responsible for a share of the premiums); (ix) expenses related to compliance by an Advisory Account with any applicable law, rule or directive or any other regulatory requirement, or compliance with the foregoing requirements by the Adviser or its affiliates to the extent such compliance relates to an Advisory Account’s activities, including (a) in each case, expenses related to reporting and filings done by external professionals or service providers or for outside consultants engaged to assist Goldman Sachs. personnel with regard to such functions and (b) costs and expenses and fees incurred in connection with establishing, implementing, monitoring and/or measuring the impact of any ESG policies and programs with respect to an Advisory Account or its investments or prospective investments, including, without limitation, all fees, costs, and expenses incurred in connection with reporting on 29  such ESG policies and programs or otherwise evaluating the achievement of any ESG objectives by an Advisory Account or its investments or prospective investments; (x) fees payable to the Adviser or its affiliates for loan servicing, tax, accounting, and administrative services provided by the Adviser or its affiliates to Advisory Accounts(including internal accounting services), which represent (in some cases as a flat fee per annum) an allocable portion of overhead costs of the departments providing such services and which generally are determined by the Adviser by reference to the amount of time spent by and the seniority of the employee providing the in-house services; provided that, for the avoidance of doubt, since the in-house expense allocation process relies on certain judgments and assessments that in turn are based on information and estimates from various individuals, the allocations that result may not be exact; (xi) costs, expenses and fees incurred by certain Advisory Accounts in connection with any activities, meetings, conferences, symposia, or other gatherings of special committees or councils with respect to such Advisory Accounts; and (xii) any other reasonable expenses authorized by the applicable governing documents, or that are reasonably necessary or appropriate in connection with managing an Advisory Account. Administrative costs for Retirement Accounts and any platform (technology) fees are paid directly by the client, unless other arrangements have been made. Additionally, a transaction cost is charged by the SEC to sellers of securities that are traded on stock exchanges and subsequently assessed to clients. These fees are required by Section 31(b) of the Securities Exchange Act of 1934 and are charged to recover the fees associated with the government’s supervision and regulation of the securities markets and securities professionals. Clients that custody their Advisory Accounts with Fidelity generally pay fees to Fidelity for operational and administrative support, such as account closeout fees and 990-T service fees, as applicable, including the other fees identified above and elsewhere in this Brochure or as otherwise included in a client’s agreements with Fidelity. The Adviser does not share in these fees. When a custody fee is charged by Goldman Sachs the amount of the custody fee varies based on the client’s relationship with GS&Co. and the amount of assets under management. The amount of the custody fee appears on the client’s statement for the month in which the fee is charged. Additional administrative fees for Retirement Accounts are charged by unaffiliated third-party service providers. To the extent Goldman Sachs provides services to Advisory Accounts that are not included in the advisory fee, Goldman Sachs will be entitled to retain all such fees and other amounts, without offset to any other fees or compensation paid by an Advisory Account. Other Fees Servicing and Similar Fees Certain clients pay fees to the Adviser or its affiliates for administrative or other services provided by the Adviser or such affiliates, as described in more detail in the relevant client’s governing documents. Such fees are in addition to any investment advisory fees chargeable to the Advisory Accounts. More information about administrative and other fees paid to third-party service providers is provided in other sections within this Item 5 – Fees for Investment Management Services – Custody, Administration and Other Fees above. Fees for Securities and Other Investments Purchased Through Brokerage Accounts Certain securities and investment products that the Wealth Advisors recommend or select for Advisory Accounts are available for purchase through a brokerage account at GS&Co. or an unaffiliated financial institution. Clients who purchase securities and investment products outside of their Advisory Accounts will not incur the advisory fees described in this Brochure, and any other fees and expenses may differ from 30  those charged to Advisory Accounts. In those circumstances, however, such clients do not receive the investment advice and other services that the Adviser provides to clients with Advisory Accounts. Consolidated Reporting Services In certain circumstances, clients pay an additional fee to GS&Co. for reporting on assets held away from GS&Co. at unaffiliated custodians, as well as assets custodied with GS&Co. GS&Co. retains the right, in its discretion, to waive fees for consolidated reporting for certain clients based upon criteria, such as assets under management. Underlying Fund Fees and Pooled Investment Vehicle Fees Advisory Account assets invested in pooled investment vehicles pay all fees and expenses applicable to an investment in the funds, including fixed fees, asset-based fees, performance-based fees, carried interest, incentive allocation, and other compensation, fees, expenses and transaction charges payable to the managers in consideration of the managers’ services to the funds and fees paid for advisory, administration, distribution, shareholder servicing, subaccounting, custody subtransfer agency, and other related services, or “12b-1” fees. Fund fees and expenses are described in the relevant fund prospectuses and are paid by the funds but are ultimately borne by clients as shareholders in the funds. If the fund is an affiliated fund, all or a portion of these fees are generally paid to Goldman Sachs as described in Item 10 – Other Financial Industry Activities and Affiliations – Other Material Relationships with Affiliated Entities. These fees and expenses are generally in addition to the advisory fees each Advisory Account pays to the Adviser and any applicable Execution Charges. The Adviser may determine to waive advisory fees on assets where the investments generate additional fees for Goldman Sachs. In other circumstances advisory fees will be waived if required by applicable law. The custodians (or their broker-dealers) make available mutual fund share classes on their platforms at their sole discretion. Different mutual funds with similar investment policies, and different share classes within those funds, will have different expense levels. Generally, a fund or share class with a lower minimum investment requirement has higher expenses, and therefore a lower return, than a fund or share class with a higher minimum investment requirement. The share classes made available by the various custodians (or their broker-dealers) and which the Adviser selects for clients' accounts will not necessarily be the lowest cost share classes for which clients are eligible or that might otherwise be available if clients invested in mutual funds though another firm or through the mutual funds directly. In addition, a Goldman Sachs affiliate that manages a private investment fund typically receives deal fees, sponsor fees, monitoring fees or other similar fees for services provided to portfolio companies. The fees and expenses imposed by a private investment fund may offset trading profits and, therefore, reduce returns. An investor in a fund-of-funds vehicle also bears a proportionate share of the fees and expenses of each underlying investment fund. These fees and expenses can differ depending on the class of shares or other interests purchased. Mutual fund and ETF fees and expenses will result in a client paying multiple fees with respect to mutual funds and ETFs held in an Advisory Account and clients may be able to obtain these services elsewhere at a lower cost. For example, if a client were to purchase a mutual fund or ETF directly in a brokerage account, the client would not pay an advisory fee to the Adviser. Currently, for Advisory Accounts that agree to a strategy-based pricing model and CPP retirement accounts, affiliated mutual funds are not subject to the Adviser’s advisory fees but could be subject to various other fees and expenses paid to the service providers of each affiliated mutual fund, some of which are affiliates of the Adviser. It should be expected that these affiliates, as well as the Adviser and eligible Wealth Advisors, will receive compensation with respect to such fees. For additional information on compensation earned for the sale of these products, please see below and Item 10 – Other Financial Industry Activities and Affiliations. Goldman Sachs acts as investment adviser to pooled investment vehicles such as mutual funds, collective investment trusts, private investment funds, and other pooled investment vehicles (e.g., hedge funds, private equity funds, funds of funds, private credit funds, real estate funds and business development companies). Goldman Sachs’ fees for such services are based on each investment vehicle’s particular structure, investment process, and other factors. Goldman Sachs generally receives a management fee for 31  management of non-private investment funds and a management fee and an incentive fee or allocation from private investment funds (other than certain categories of private investment funds, including but not limited to investment vehicles managed by XIG that invest substantially all of their assets in primary investments in underlying funds managed by Unaffiliated Managers (“XIG Program Funds”) and long-only funds), business development companies and certain registered investment companies. The amount and structure of the management fee, incentive fee and/or allocation varies from fund to fund (and varies significantly depending on the investment fund) and is set forth in the prospectus or other relevant offering document for each fund. In certain cases, an investor receives fee reductions of all or a portion of the management fee (and/or incentive fee or allocation) attributable to that investor’s interest in the pooled investment vehicle, or invest fee free in pooled investment vehicles and pay negotiated fees outside of the pooled investment vehicle, which may be based on a separate fee schedule agreed upon by Goldman Sachs and the applicable investor. Certain of Goldman Sachs’ fee structures create an incentive for Goldman Sachs to cause the pooled investment vehicles to make investments earlier in the life of such vehicle than otherwise would have been the case, redeploy investment proceeds in order to receive ongoing asset-based fees, or defer the disposition of a poorly performing investment in order to defer any potential clawback obligation, continue to receive asset-based management fees, or possibly receive a larger carried interest or incentive allocation if the value of the investment increases in the future. Goldman Sachs receives similar fees from other types of vehicles (e.g., securitization vehicles) in respect of the advisory services Goldman Sachs provides to such vehicles. Certain investors that are invested in pooled investment vehicles pay higher or lower fees and/or are subject to higher or lower carried interest and/or incentive allocations than similarly situated investors that are invested in the same pooled investment vehicle. Amounts, rates, breakpoints, hurdles or similar calculation methodologies vary as a result of negotiations, discussions and/or factors that include the particular circumstances of the investor, the size and scope of the overall relationship, whether the investor has a multi-strategy, multi-asset class or multi-product investment program with Goldman Sachs or GS&Co., or as otherwise agreed with specific investors. Fees and allocations charged to investors may differ depending on the class of shares or other interests purchased. Notwithstanding the foregoing, in certain cases, Goldman Sachs provides investment advisory services to funds without receiving any fee for such services. In these cases, Goldman Sachs may receive placement fees or compensation for other non-investment advisory services from the funds, the investors in the funds (including Advisory Accounts), or from the companies or underlying funds in which the Goldman Sachs-managed funds invest. The terms of any such arrangements are disclosed in the governing documents or disclosure documents relating to the Goldman Sachs-managed funds. Management fees and incentive fees or allocations are generally not payable by funds raised for the benefit of Goldman Sachs employees. Master-feeder funds (i.e., structures in which investors invest in entities commonly referred to as feeder funds, which then invest their assets in other entities commonly referred to as master funds), investment vehicles managed by XIG that invest substantially all of their assets in underlying funds managed by Unaffiliated Managers, and certain other funds are subject to multiple levels of expenses and, in certain cases, are subject to multiple levels of fees. Certain pooled investment vehicles are also subject to subscription and/or redemption/withdrawal fees, including in connection with early redemption penalties, described in the relevant offering and governing documentation. Generally, compensation received by Goldman Sachs related to various services provided to pooled investment vehicles is retained by Goldman Sachs. Except to the extent required by applicable law, the Adviser and its affiliates are not required to offset such compensation against fees and expenses the client otherwise owes Goldman Sachs. To the extent Goldman Sachs decides to offset any compensation, Goldman Sachs does so in its sole and absolute discretion and the methods used to calculate any such amounts when they are applied to any client fees and expenses may be different from the calculations used to determine the amount of compensation Goldman Sachs receives. Specifically, for accounts other than Retirement Accounts, any offset amount may be higher or lower than the actual amount Goldman Sachs receives from any pooled investment vehicle. Goldman Sachs makes mutual fund share classes available on its platform at its sole discretion. 32  Goldman Sachs will normally make available on its platform, to the extent permitted by law, a share class of a mutual fund that pays compensation to Goldman Sachs, including fees, for providing services (such as investment advisory, administration, transfer agency, distribution, and shareholder services) to the mutual fund. In certain circumstances, such fees are rebated against the fees paid by a client to the Adviser for advisory services. The additional compensation that Goldman Sachs receives normally varies depending on the mutual fund and share class made available, and is paid from the fund, the sponsor or the adviser to the extent permitted by applicable law. When selecting a share class of a mutual fund to offer on its platform, Goldman Sachs has a conflict of interest when its selection of a more expensive share class or recommendation of a more expensive mutual fund results in greater compensation to Goldman Sachs. Goldman Sachs addresses this conflict through a combination of disclosure to clients and through Goldman Sachs’ policies and procedures and related controls designed to ensure that the fees it charges to clients are fair and reasonable. Different mutual funds with similar investment policies, and different share classes within those funds, have different expense levels. A fund or share class with a lower minimum investment requirement may have higher expenses, and therefore a lower return, than a fund or share class with a higher minimum investment requirement. Goldman Sachs may offer a single share class for each mutual fund it makes available on its platform at any given time, even if a mutual fund has multiple share classes for which Goldman Sachs clients are eligible. Goldman Sachs will not necessarily make available the lowest cost share class of a mutual fund. As a result, the share class of a mutual fund offered by Goldman Sachs can have higher expenses (including because of compensation paid to Goldman Sachs as discussed above), and therefore lower returns, than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. When determining the reasonableness of any fees and expenses paid to Goldman Sachs, a client should consider both the fees and expenses that Goldman Sachs charges the Advisory Account and any indirect fees and expenses charged in connection with any investment in share classes of mutual funds that bear expenses greater than other share classes those for which a client is otherwise eligible. Information about the mutual funds and share classes that are available through Goldman Sachs, including their investment policies, restrictions, charges, and expenses, is contained in the mutual funds’ prospectuses. Goldman Sachs may also establish and change in its sole discretion and at any time the different investment minimums and/or other requirements that will apply to the availability of mutual fund and share classes for an account based upon a variety of factors, including a client’s overall relationship with Goldman Sachs, type of account, legal or regulatory restrictions, or any other factors relevant to the relationship. Alternative Investment Fees As described in Item 4 – Advisory Business, the Adviser may recommend that a client invest a portion of the client’s assets as permitted in an Alternative Investment, based on the individual client’s risk tolerance and objectives. Actual fees paid to the Alternative Investment fund are disclosed in the private placement memorandum (“PPM”), a supplement to the PPM or in a prospectus of the Alternative Investment fund. In some cases for affiliated Alternative Investments, the management fee paid to the fund manager may be discounted or waived. If appropriate, the Adviser will recommend Alternative Investments for brokerage accounts (that are not Retirement Accounts) and is paid a commission for the sale of such products. The Alternative Investment platform provider may receive from the investment manager compensation based on platform and management costs, and or revenue derived for serving as introducing broker for certain platform funds. Except as described below, even if such investments are held in an advisory account, the Adviser does not exercise discretion over Alternative Investments. Unless otherwise specified in writing, clients are responsible for initially executing any documents required to be completed by the investment manager and for continuously maintaining any subsequent documentation required after the initial investment is made. 33  See Item 4 – Advisory Business – Alternative Investments for more information about Alternative Investment recommendations. Clients may be given the opportunity to participate in Alternatives Portfolio Services (“APS”), an Alternative Investment fund strategy managed within PWM. Fees for APS Advisory Accounts are initially calculated based on the total amount(s) committed to each Alternative Investment fund as part of the APS account, commencing on the date of each individual commitment to an Alternative Investment fund and continuing until the end of the fifth year following such date. Following the initial five year period, fees are thereafter based on the market value of each investment in the APS account and will be calculated and payable quarterly in arrears based on the average market value of the Alternative Investments in the account. Terminated Accounts If the Adviser’s services are terminated by written notice by either party and the advisory fee was charged in arrears, fees will be prorated and due upon termination or for partial periods as applicable. If the advisory fee was paid in advance, the Adviser will conduct an analysis of services provided to determine whether any pre-paid costs were unearned, and any such unearned pre-paid costs will be refunded to the client. In the case of Advisory Accounts with GS&Co. custody, upon termination of an account the Adviser may in its discretion transfer assets in the account to a brokerage account subject to the fees as agreed in any GS&Co. customer agreement. In the case of Advisory Accounts for which Fidelity is custodian, after the Adviser terminates an account, an Advisory Account will become a self-directed brokerage account subject to fees as agreed in any Fidelity brokerage agreement within the timeframe set forth in the client’s account agreements. Compensation for the Sale of Securities and Other Investments The Adviser and Wealth Advisors receive compensation based on revenues generated from Financial Planning and from client accounts including asset management fees, commissions and other revenues related to the purchase and sale of securities, banking or other products, and fees associated with other products or services, as applicable. Such compensation creates a potential conflict of interest that gives the Adviser and certain Wealth Advisors an incentive to recommend such securities, other investments, or pricing model, if applicable, based on the compensation received. Fees are higher for some investments and services, and the compensation directly or indirectly paid to the Adviser and certain Wealth Advisors is greater in certain cases. Certain Wealth Advisors are eligible for additional compensation based upon revenue generated by client accounts and growth in client assets. Some Wealth Advisors receive a salary and discretionary bonus. Clients are not entitled to receive compensation related to any business of Goldman Sachs. The amount of compensation paid to Wealth Advisors will be more or less depending on many factors, including the Managed Strategy selected, the length of time clients’ assets remain under management, and the client’s fee arrangement. Compensation rates also differ depending on the fee model applicable to the client’s accounts. Moreover, the timing of compensation to Wealth Advisors differs as between investment products and annuities. With respect to Retirement Accounts, Wealth Advisors receive the same compensation regardless of the Managed Strategy selected. Not all clients are eligible for or offered all products. Further, Wealth Advisors who transfer from one affiliate to another or joined the adviser via acquisition may continue to receive compensation under the same terms that they did prior to the transfer and such terms may differ from the compensation arrangements of other advisors. In addition to the information contained in this Brochure, other conflicts of interest, if any, are disclosed in strategy and transaction specific documents provided to clients from time to time and in separate agreements, including agreements for Investment Management services. As discussed above, Goldman Sachs may receive fees in connection with the sale of mutual funds including “12b-1” fees or other compensation from affiliates of a mutual fund in connection with the sale of those products. In such arrangements, compensation to Goldman Sachs generally increases as the amount of assets invested by clients in such securities and other investment products increases. The Adviser’s selection or recommendation of securities and other investment products where Goldman Sachs shares in the fees and profits would result in additional compensation to Goldman Sachs. This creates an incentive 34  for the Adviser to recommend or select investment products that are advised, managed or sponsored by Goldman Sachs. The Adviser limits the potential conflicts of interest associated with selecting between the Third-Party Funds and affiliated mutual funds by implementing a compensation structure where the compensation paid to Wealth Advisors generally does not vary based on whether the Advisory Account invests in a Third-Party Fund or an affiliated fund in the same asset class. However, in some cases, compensation to a Wealth Advisor could be reduced based on the fee structure of underlying investments, which gives Wealth Advisor an incentive to recommend products that do not reduce their own compensation. Goldman Sachs also maintains a variety of banking, financial, or service relationships with regard to securities and other investments, including relationships with their principal underwriters, investment advisers, sponsors, or other service providers. These relationships include acting as a broker or a dealer, engaging in foreign exchange transactions or directing the sale of securities or other financial instruments. In some instances, investment managers of particular investments, or their affiliates, have relationships with Goldman Sachs, including serving as an investment manager in programs sponsored by Goldman Sachs. As a result, the Adviser has an incentive to recommend these securities and other investment products. Furthermore, Wealth Advisors are eligible in certain instances to receive compensation in connection with their role in establishing such relationships for Goldman Sachs. The Adviser also has a financial incentive to allocate Advisory Account assets to securities issued, managed, or issued and managed, by Goldman Sachs, including Affiliated Managers and accounts managed by Ayco PMG (“Affiliated Products”), rather than to separate accounts or mutual funds managed, sponsored, advised or issued by investment managers or organizations not affiliated with Goldman Sachs (“External Products”). The Adviser has an incentive to allocate the assets of Advisory Accounts to, or recommend (as applicable and permissible), 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 the Adviser to select or recommend (as applicable and permissible) certain Affiliated Products over other Affiliated Products. Correspondingly, the Adviser is disincentivized to consider or recommend the removal of an Advisory Account’s assets from, or the modification of an 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. In particular, it should be expected that Wealth Advisors earn higher compensation for investments in affiliated Tax Advantaged Core Strategies (“TACS”) and Fixed Income strategies than for investments in third-party strategies following the same or similar asset classes or strategies, and options to invest in such third-party strategies are more limited. Clients should review at least annually whether their selected strategies continue to be appropriate for them given their investment objectives, risk tolerance, and financial circumstances and consider whether any adjustments, particularly to criteria such as credit quality, concentration and duration for fixed income portfolios, should be made. Performance of any strategy may vary from the benchmark referenced by the manager for various reasons, including, without limitation, customization of the strategy to the client’s wishes or restrictions, credit quality or ratings, duration and concentration within a certain state or issuer. Different benchmarks may also appear on client statements for purposes of comparison. Additionally, certain actively managed ETFs have comparable investment strategies that are priced differently from each other and from mutual funds and therefore compensation to Wealth Advisors differs. As a result, as described above, Wealth Advisors have an incentive to recommend strategies or funds, or not remove strategies and funds, that would result in higher compensation paid to the Wealth Advisor. Unless otherwise required by applicable law, neither Goldman Sachs nor the Adviser will be required to share any fees, allocations, compensation, remuneration or other benefits received in connection with an 35  Advisory Account with the client or offset such fees, allocations, compensation, remuneration and other benefits against fees and expenses the client otherwise owes Goldman Sachs unless required by law. Clients may allocate assets to Separately Managed Accounts managed by Advisory Personnel, an affiliate, an Unaffiliated Manager or to wrap fee accounts, that is, accounts for which the client’s advisory fee covers all fees or charges of GS&Co. as the sponsor, including brokerage commissions and commission equivalents on agency transactions executed through GS&Co. and custodial and administrative charges. Wrap fee accounts are managed by Affiliated Managers or Unaffiliated Managers. The advisory fee paid for Separately Managed Accounts to the Adviser or an affiliate does not include Execution Charges, custodial or other fees, which instead are paid separately by the client. If the wrap fee or the investment advisory fee charged to strategies where Execution Charges are currently waived is not priced to account for the total cost of Execution Charges expected to be generated in a traditional separate account, the client may pay more for the traditional separate account. The amount of compensation received by the Adviser in connection with a “wrap fee” account advised by the Adviser may differ from the compensation received by the Adviser in connection with a traditional separate account also advised by the Adviser or Advisory Accounts investing in strategies where Execution Charges are currently waived. Any such differentials in compensation create a financial incentive on the part of the Adviser and the Advisory Personnel to recommend or, if applicable, select one advisory program, Manager, asset class or investment strategy over another. In some cases a wrap fee charged by the Adviser typically will be greater than the fees that are charged for a different advisory program or strategy offered by the Adviser that does not include costs for execution, custody or other services utilized by the client. Clients may be able to obtain some or all of the services offered through the Adviser’s wrap program separately from the Adviser or from other firms, and the cost of obtaining the services separately may be more or less than the wrap fee. Factors that bear on the cost of the wrap fee 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 wrap program services may not be available separately and certain Managers might not be willing or able to provide their services or particular investment strategies outside of the wrap because of minimum account sizes or other factors. In addition to the disclosures contained in this Brochure, these and other potential conflicts of interest are disclosed in strategy and transaction specific documents provided to clients from time to time and in the Adviser’s Investment Management agreement with the client. The Adviser’s affiliated broker-dealer, Mercer Allied, and their affiliated insurance agencies, ASA and ASIA, receive insurance commissions and other compensation from insurers for the distribution of insurance policies and annuities, including Variable Products, which inure to the benefit of the Adviser. Commissions and other compensation are paid to ASA, ASIA and Mercer by insurance companies for the placement and distribution of insurance and annuity products. These commissions and other compensation are paid to ASA, ASIA and Mercer Allied for acting as a retail distributor, wholesale distributor, or both. Other compensation from the insurance companies might also include various incentives in addition to standard commissions or referral fees, including contingent commissions, and other awards and bonuses, such as trips, expense allowances, marketing allowances, training and education. Incentive or contingent compensation is based upon a variety of factors including the level of aggregated premiums, client retention, revenue growth, overall profitability, or other performance measures pre-established by insurance companies. This incentive or contingent compensation is not tied to any individual transaction. Wealth Advisors licensed as insurance agents receive referral fees when they refer clients to internal insurance teams, subject to applicable law. Compensation to licensed Wealth Advisors will vary based on the insurance or annuity product type selected. As compared to managed investment strategies available through the Adviser or its affiliates, the amount of compensation to Wealth Advisors is more or less depending on many factors including the strategy selected and the length of time assets remain under management. Moreover, the timing of compensation to Wealth Advisors differs as between investment products and annuities. Such compensation creates a conflict of interest that gives the Adviser and such 36  Wealth Advisors an incentive to recommend insurance policies and annuities based on the compensation received. Where the Adviser refers clients to affiliates, including GS&Co., GSAM and ASA in connection with certain services, it receives referral fees subject to applicable law and compensates its eligible Wealth Advisors who make such referrals. Wealth Advisors who participate in compensation plans are compensated based on revenues generated by Financial Planning and client accounts, including advisory fees, commissions and other revenues related to the purchase and sale of securities, insurance and banking products, and fees associated with other products as applicable. Such compensation creates an incentive for Wealth Advisors to recommend certain investments or pricing models based on the compensation received. Fees are higher for some investments and services, and the compensation directly or indirectly paid to Wealth Advisors is greater in certain cases. Certain Wealth Advisors are eligible for additional compensation based upon revenue generated by client accounts and growth in client assets. No matter which compensation plan applies at a given time, Wealth Advisors’ compensation varies according to the level of fees they charge (including whether Advisory Accounts are set up as wrap fee or non-wrap fee accounts), and they are motivated to charge higher fees and other charges in order to earn greater compensation. Certain eligible Wealth Advisors who retire from the Adviser may also continue to collect a percentage of revenue generated from client accounts or other fees for a period of time after retiring from the firm in accordance with the Adviser’s internal policies, the terms of the applicable agreement between the Adviser and the Wealth Advisor, and applicable law. ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Performance-Based Fees The Adviser does not charge performance-based fees. Client investments in certain Alternative Investments offered by Goldman Sachs, such as private funds, are subject to performance fees assessed by those investment managers. Portfolio management teams that manage Advisory Accounts utilizing Alternative Investment strategies determine fund allocations and therefore may have an incentive to provide higher allocations to funds that pay performance fees to Goldman Sachs. Side-by-Side Management of Advisory Accounts; Allocation of Opportunities The Adviser manages or advises multiple Advisory Accounts (including Advisory Accounts in which Goldman Sachs and personnel of Goldman Sachs have an interest) that have investment objectives that are the same or similar and that seek to make or sell investments in the same securities or other instruments, sectors or strategies. This creates conflicts of interest, particularly in circumstances where the availability or liquidity of investment opportunities is limited, including, without limitation, in local and emerging markets and high yield securities. To address these conflicts of interest, the Adviser has developed policies and procedures that provide that the Advisory Personnel making portfolio decisions for Advisory Accounts will make investment decisions for, and implement investments among, Advisory Accounts consistent with the Adviser’s fiduciary obligations. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions – Allocation of Investment Opportunities. Ayco PMG Portfolio Implementation Ayco PMG generally relies on strategic and tactical asset allocation model recommendations prepared by ISG for the Ayco PMG Centrally Managed Strategies. The Adviser generally relies on electronic systems and third-party platforms, including those of its affiliate, GS&Co., to provide execution services for the strategies and in general will attempt to provide implementation instructions or updates at about the same time. However, trades on behalf of Advisory Accounts that commence trading after the others may be subject to price movements caused by the earlier trades, particularly with orders that are large in relation 37  to the security’s trading volume. As a result, Advisory Accounts, depending on the execution platform (which is typically aligned with custodian and fee model selected by the client) may receive prices that are less favorable than the prices obtained for other Advisory Accounts. This could occur, for example, because of the dissemination of updates through different systems or parties or at different times as described below, or for other reasons that cause orders to be placed at different times, including due to the use of different execution platforms, which use different execution methods. See also Item 12 – Brokerage Practices – Aggregation of Orders, for information regarding the allocation of securities relating to orders that are executed on an aggregated basis and Item 12 – Brokerage Practices – Broker-Dealer Selection and Directed Brokerage. The Adviser may (but need not) delay communicating information regarding strategies or any updates thereto through certain platforms until after other Advisory Accounts have commenced trading. In addition, there may be circumstances outside of the Adviser’s control that result in timing differences in the receipt of information regarding, or updates to the strategies with respect to certain execution platforms. The Adviser has the ability to implement at any time a policy to rotate which Advisory Accounts, depending on execution platform, receive information regarding any updates to the strategies. When the Adviser provides updates to strategies through a third-party service provider, such third parties may have their own policies and practices for effecting trades, which may be similar to, or different from, the Adviser’s practices and applicable policies and it should be expected that such trades will be made subsequent to trades that are effected through the GS&Co. Notwithstanding any applicable trade policies, there can be no assurance that a particular Advisory Account will not be disadvantaged relative to other Advisory Accounts during a particular period of time or over the life of the particular Advisory Account, particularly when one Advisory Account receives trade executions through a third party. Additionally, on a limited basis Ayco PMG manages legacy strategies based on models provided by third parties. ITEM 7 – TYPES OF CLIENTS Clients primarily include high-net-worth individuals. On a more limited basis, clients include privately held corporations, partnerships or limited liability companies, trusts, estates, charitable organizations and other institutional investors. Financial Planning Financial Planning is typically provided to individuals who enter into Financial Planning agreements directly with the Adviser or receive Financial Planning through programs sponsored by Corporate Partners or through such other arrangements as approved in writing by the Adviser. On a limited basis, the Adviser provides Financial Planning directly to trusts pursuant to agreements entered into directly by the trust. Investment Management The Adviser generally provides Investment Management to high-net-worth individuals, who invest directly, as individuals, or through private investment vehicles, such as privately held corporations, partnerships or limited liability companies; profit sharing plans; trusts; estates; endowments; public charities; private foundations; and charitable organizations. The Adviser provides Investment Management services to institutional clients and charitable organizations, including the GS DAF, a 501(c)(3) public charity. Account Requirements for Advisory Accounts To open or maintain an Advisory Account, clients are required to sign an Investment Management Agreement that, among other things, describes the nature of the Investment Management authority granted to the Adviser. The agreements may be different depending on a number of factors including the products and services for which the client may be contracting and the Adviser and/or custodian that the client selects. Clients select an investment objective for all accounts held in the same name to identify their investment goals and risk tolerance for the account holder’s portfolio on the platform of the custodian selected by the client. Generally, the Adviser has no account minimums when it has been engaged for discretionary account management. However, certain investment strategies available to clients have required minimums for 38  invested assets and are subject to minimum annual fees as detailed in the Appendices. In addition, Adviser’s Personal Wealth offering generally requires clients to have assets under management with the Adviser of at least $1,000,000 to receive Investment Management services. In certain cases, the Adviser may waive or lower account minimums in its sole discretion. Various investment advisers, including Managers, to whom the Adviser refers clients also impose various minimum dollar values of assets as a condition for opening or maintaining accounts that may be negotiated in the discretion of the Managers. Account minimums are reviewed periodically and are subject to change. Upon giving notice to the Adviser, or by contacting their account custodian directly, clients may make additions to or withdrawals from their Advisory Accounts. If at any time the client’s account is less than the account minimum and/or household size designated, the Investment Management agreement is subject to termination by the Adviser after formal written notice is provided to the client. It should be expected that asset withdrawals impede the achievement of a client’s investment objectives or goals. Account minimums are imposed for various reasons including, but not limited to, the diminishing impact on the smaller allocations within a broadly diversified portfolio, the impact of transaction costs on a smaller portfolio’s performance, the impact of a smaller portfolio’s transaction costs on the total expense to manage the portfolio, and limitations on securities that are available for purchase for smaller dollar amounts. When a Financial Planning client or a Related Party elects to also receive Investment Management services through the Adviser, Wealth Advisors are responsible for analyzing the financial needs of each particular client and determining the suitability of the Investment Management services. Under delegated authority from an affiliate, the Adviser manages accounts of its affiliates’ clients and will receive all or a portion of the fee or other compensation the client pays such affiliate for such services, or the client may pay the Adviser directly. In such cases, the client will have entered into an agreement with an affiliate and not the Adviser, but the Adviser has responsibility for analyzing the financial needs, and determining that the Investment Management services are suitable, for that client. Generally, Investment Management or Financial Planning services provided by the Adviser are limited to clients that are United States citizens or residents, or otherwise subject to United States tax laws. The Adviser’s services may be limited for, or altogether unavailable to, clients, individuals, or entities that are not United States citizens or that reside outside the United States. ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Significant Investment Strategies, Methods of Analysis and Material Risks Advisory Accounts managed by Wealth Advisors invest in multiple asset classes. Different Wealth Advisors may use different tools, analyses and other inputs to advise Financial Planning clients or manage Advisory Accounts, which will result in different allocations. Wealth Advisors generally recommend or select strategic and tactical asset allocation models or securities recommendations prepared by ISG. These strategic or tactical models are generally implemented through Affiliated Products and External Products, including funds and separate accounts. When managing Advisory Accounts, Wealth Advisors use research or research lists (“Research”) published by Goldman Sachs and a variety of other investment analysis tools. However, there is no guarantee that the actual performance of any Advisory Account will, in fact, track these recommendations. In the event the models or Research cease to be published at any time, an Advisory Account will need to be managed differently. Certain investment selections that are generally available when GS&Co. is custodian may not be available to all clients. The Adviser has access to Research and a variety of other investment analysis and tools. Certain of these tools and analyses may be made available to the Adviser by its affiliates. Wealth Advisors may recommend or purchase mutual funds and ETFs for which the Adviser’s affiliates act as investment adviser, as well as certain unaffiliated mutual funds and ETFs reviewed and approved by XIG. 39  Wealth Advisors responsible for managing multiple Advisory Accounts make independent investment decisions for each Advisory Account based on, among other things, different client characteristics, including investment objectives, risk tolerance, investment time horizon and financial circumstances. As a result, the management of, or recommendation to, Advisory Accounts or Financial Planning clients with similar investment strategies with the same Wealth Advisor will in some cases differ based on different methodologies, asset allocation implementation, and client investment goals. The frequency and timing of transactions in Advisory Accounts vary significantly, and certain investment strategies, such as index strategies, trade infrequently. Other strategies are tactical and adjust depending on micro- and macro- economic indicators. When there is trading activity in multiple Advisory Accounts, there is a potential that a wash sale or tax straddle is generated, which could result in negative tax consequences, including negating the taxable advantage of realizing investment losses from sale of securities. Other strategies attempt to improve the taxable consequence of the assets invested, using tax loss harvesting and other tax advantaged strategies. When deploying tax loss harvesting and other tax advantaged strategies, the Adviser does not guarantee the ability to reduce the taxable consequence from managing assets. Such tax loss harvesting trades are subject to the Adviser’s policies regarding minimum size of trade, timing and format of the request. As part of this policy the Adviser will limit, depending on strategy, the maximum percentage of an account’s total market value permitted to be traded for tax loss realization. Generally, if the policies are satisfied, then tax loss harvesting trades are processed on a best efforts basis. Tax loss harvesting trades will generally receive a lower priority than cash flow trades, trades to fund new accounts, trades to liquidate securities in connection with account terminations and block trades. As such, it should be expected that there may be a significant delay between a tax loss harvesting request and its execution, and requests received relatively later in the tax year will not be executed before year end. In addition, because the Adviser is only responsible for the particular assets in its managed portfolio, there is no guarantee that the tax loss harvesting trades will not result in ultimate tax losses for the client because the client will need to look across its entire portfolio to determine any tax losses or liabilities. Further, attempts to reduce the taxable consequence of a portfolio may cause a disparity in the performance of the Advisory Account where, for example, certain assets are not sold when they might have been sold if taxes were not considered. Goldman Sachs will generally not consider information regarding positions held or transactions executed outside of Advisory Accounts. Clients are urged to work with their Wealth Advisors to help choose the investment strategy that best meets their goals and objectives. Selection of a portfolio that is not directly aligned with the risk tolerance associated with a client’s information can have implications for performance and realizing the client’s financial objectives. Asset Allocation Models In formulating asset allocation advice, Wealth Advisors rely on strategic and tactical asset allocation models prepared by third parties or by the Adviser’s affiliates, including models prepared by ISG. However, there is no guarantee that any client’s portfolio will, in fact, track these models. Depending on individual clients’ circumstances or instructions, portfolios may be subject to concentration risk; that is the increased risk of loss associated with not having a diversified portfolio (i.e., investments concentrated in a geographic region, industry sector or issuer are more likely to experience greater loss due to an adverse economic, business or political development affecting the region, sector or issuer than an account that is diversified and therefore has less overall exposure to a particular region, sector or issuer). Ayco PMG Ayco PMG manages strategies investing in particular asset classes and investments, including, but not limited to, equities, mutual funds, fixed income, and ETFs. Depending on the strategy selected, there may be embedded leverage in the options, futures and other securities. See Item 4 – Advisory Business – Investment Management Services – Other Information Related to the Adviser’s Investment Management Services – Advisory Services Provided by Ayco PMG for more information. Ayco PMG uses a variety of analyses and risk management tools to monitor changing conditions, liquidity and volatility in the market. 40  Investment Strategies Offered by GS&Co. Structured Investment Strategies GS&Co. offers structured investment strategies managed by a dedicated portfolio management team. These strategies consist primarily of structured instruments, such as structured notes and warrants, which are issued by unaffiliated, third-party issuers and offered and sold pursuant to a registration statement filed with the SEC or in a transaction exempt from registration under the Securities Act of 1933, as amended. The primary objective of these strategies is to gain underlying exposure to defined securities by building a portfolio of structured investments with varying terms and diversified credit exposures. The portfolio management team invests in structured investments issued by third-party issuers available to GS&Co. at the time, and may also invest directly in the referenced asset(s) or underlying exposure (i.e., the index or ETF) for a period of time in an effort to maintain the exposure intended by the strategies. The portfolio management team selects investments issued by a particular third-party issuer for a variety of reasons, including to provide diversified credit exposures, due to capacity constraint reasons or in an effort to facilitate client requests, but may, at times, be limited in its ability to do so. The terms and risks of each structured investment vary materially depending on the credit-worthiness of the issuer, the nature of the referenced asset and the maturity of the instrument, among other factors. Goldman Sachs Option Advisory Services (“GOAS”) Strategies GS&Co. offers a number of actively managed option strategies involving listed and/or over-the-counter (“OTC”) call and/or put options, including collars and put spread collars managed by a dedicated portfolio management team. These managed option strategies generally involve selling and buying options. Certain strategies involve the buying and selling of equity securities (including shares or ETFs), including equity securities underlying the options in connection with exercises and assignments of options contracts or for other purposes provided by the strategy. Such equity securities are selected based on a model portfolio of securities determined by GSAM or another affiliate of GS&Co. acting in its capacity as a co-investment adviser. The securities in GOAS accounts may be different from, or have a different weighting than, those included in the model portfolio provided by GSAM or another affiliate of GS&Co. Certain strategies involve management of equity positions without options for a period of time or on an ongoing basis. Depending on the client's objectives and parameters and the GOAS strategy selected, the strategy may be designed to generate yield through upfront premiums received from the sale of the options (which may cap upside when selling calls or may introduce downside risk when selling puts) or may be designed to reduce the volatility of the underlier of such options. The GOAS team uses a variety of analyses and risk management tools to monitor changing conditions, liquidity and volatility in the options market. Thematic Marketplace Strategies GS&Co. offers separately managed accounts comprised of equity securities, including ADRs, that based on fundamental research and proprietary views of GSAM or another affiliate of GS&Co. are believed to be aligned with a given theme (the “Thematic Portfolio”). A dedicated portfolio management team selects investments based on the Thematic Portfolio of securities determined by GSAM or another affiliate of GS&Co. acting in their capacity as a co-investment adviser. The securities in a client’s separately managed account may be different from, or have a different weighting than, those included in the Thematic Portfolio provided by GSAM or another affiliate of GS&Co. Alternative Portfolio Services (APS) GS&Co. offers separately managed accounts comprised of Alternative Investments such as private equity, private credit, private real estate, private infrastructure and other private market funds. Selecting from approved funds, a dedicated portfolio management team constructs a sub-asset allocation in the Advisory Account based on the client’s sub-asset class targets and the recommended portfolio allocations determined by ISG. The Alternative Investments made available to clients are provided directly by Affiliated Managers, Unaffiliated Managers, or third-party Alternative Investment platform providers. Alternative 41  Investments offered through third-party Alternative Investments platform providers may be more expensive than Alternative Investments offered directly or through GS&Co. or GSAM to clients. Private Placement Insurance GS&Co. offers separately managed accounts to unaffiliated insurance companies as part of its Private Placement Insurance (“PPI”) offering that are based on asset allocations constructed by ISG. While the target ISG model portfolio is selected by the policy owner, the underlying investments in the portfolio are managed on a discretionary basis exclusively by Portfolio Management Team without the policy owner’s input. GS&Co. does not issue the underlying insurance policy and any risks associated with the insurance policy should be discussed directly with the insurance company. For more information about investment strategies offered by GS&Co. including applicable risks, please see the applicable account opening documentation and other materials and the GS&Co Form ADV, Part 2A for Private Wealth Management (a copy of which is also available at www.adviserinfo.sec.gov and delivered to applicable clients). Research Lists – Mutual Funds and ETFs When providing Investment Management, Wealth Advisors have access to research, research lists or a variety of other investment analysis tools made available by the Adviser’s affiliates, including GS&Co. and GSAM. Wealth Advisors may recommend mutual funds and ETFs for which the Adviser’s affiliates act as an investment adviser, as well as certain unaffiliated ETFs reviewed and approved by XIG. Manager selection and ongoing due diligence of certain unaffiliated mutual funds and ETFs that are recommended by Wealth Advisors are performed by XIG. Such due diligence generally includes, but is not limited to, on- site meetings, analytics related to historical performance, reference calls and risk reviews. Retirement Accounts and Financial Planning As explained above in Item 4 – Advisory Business – Investment Management Services, the Adviser’s Financial Planning only provides general information and education and does not provide investment advice or recommendations to Retirement Accounts or otherwise act as a fiduciary under the Retirement Regulations. As part of its Financial Planning, the Adviser does not provide investment advice or make investment recommendations for Retirement Accounts, including whether to invest in investment companies for which affiliated persons of the Adviser serve as adviser, sub-adviser, and/or distributor and receive fees for the services provided. Any investment decisions will be the sole responsibility of the clients and no information provided by the Adviser should be considered in making any such investment decisions, unless the Adviser otherwise agrees in writing. If a client is presented with allocation materials in which Goldman Sachs only has one vehicle available and that vehicle is identified, clients should understand that other investments may also be appropriate for that client and available through Goldman Sachs or other financial institutions. There are a number of factors, including cost and tax efficiency, clients should consider in determining how to invest Retirement Account assets. With respect to Retirement Accounts, Wealth Advisors provide recommendations or investment advice or exercise discretion, as part of investment advisory or Investment Management services only where the Adviser agrees in writing to do so with respect to the particular account. If a client maintains both Retirement Accounts and other accounts (that are not Retirement Accounts) any advice or recommendations made by the Adviser for an account that is not a Retirement Account does not apply to and should not be used by the client for any decision with respect to a Retirement Account, which often present different considerations. 42  Single Stock and Bond Positions As part of its Financial Planning, the Adviser may provide recommendations to clients concerning participation in corporate benefit plans and changes in investment elections under their corporate benefit plans, however, Wealth Advisors generally do not make single stock or bond recommendations with respect to positions held within such corporate benefit plans. With respect to a client’s single stock or bond positions, investment services provided by Wealth Advisors are generally limited to addressing asset allocation issues, and do not include any other investment advice related thereto. Variable Subaccounts In reviewing Variable Products that it makes available to clients, Mercer Allied generally reviews issuing insurance companies’ credit rating, competitiveness of product, client service resources and carriers’ general processes for manager selection of Variable Subaccounts. In general, any assessment as to whether a particular Variable Subaccount fits within a client’s investment objectives and must be determined solely by the client and the Adviser generally does not have discretion to allocate premiums on behalf of clients. See Item 4 – Advisory Business – Other Offerings – Fixed and Variable Insurance and Annuities. Inclusion of any Variable Subaccounts in any model portfolio(s) is based on the information provided by the issuing carrier and/or third-party database providers and the Adviser has not verified the accuracy or completeness of any information provided by or about the Variable Subaccount. Performance of any Variable Product will be impacted by the performance of the Variable Subaccounts selected by the client. Past performance of Variable Subaccounts may not be indicative of future results. Variable Products have inherent risks, will fluctuate in value, incur losses based on the performance of selected financial indices or sub-accounts, are suitable only as long-term investments, and should not be viewed as short-term trading vehicles. Clients should carefully review the prospectus and other offering documents for more information on variable annuities. Clients should understand that all investment strategies and the investments made pursuant to such strategies involve risk of loss, including the potential loss of the entire investment, which clients should be prepared to bear and, in the case of uncovered option strategies, beyond the amount invested. The investment performance and the success of any investment strategy or particular investment can never be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. The investment decisions and recommendations made and the actions taken for clients’ accounts are subject to various market, liquidity, currency, economic, political, and other risks, and investments could lose value. It should be expected that the types of risks to which a client’s account is subject, and the degree to which any particular risks impact an account, will change over time depending on various factors, including the investment strategies, investment techniques and asset classes utilized by the account, the timing of the account’s investments, prevailing market and economic conditions, reputational considerations, and the occurrence of adverse social, political, regulatory or other developments. Past performance of accounts is not indicative of future performance. General Risks Applicable to Advisory Accounts This Brochure does not include every potential risk associated with an investment strategy, or all of the risks applicable to a particular Advisory Account. Rather, it is a general description of the nature and risks of the strategies and securities and other financial instruments in which Advisory Accounts may invest. Advisory Account clients that invest assets with Managers should also refer to the Form ADV of such Managers for a description of the risks associated with the strategies utilized by such Managers. In addition to the foregoing risks, the following risks should be considered before deciding on any investment or investment strategy for an Advisory Account. (cid:120) Additional Risks Related to Portfolio Construction Services – Certain strategies are composed of a selection of mutual funds and have a primary objective of capital growth in a low volatility (relative 43  to equities) and diversified manner when compared to core equity and bond markets. These strategies may invest in alternative mutual funds that use investment strategies that differ from more traditional investment and trading strategies typical in the mutual fund industry. Compared to a traditional mutual fund, an alternative mutual fund may hold more non-traditional investments and employ more complex trading strategies. Examples include hedging and leveraging through derivatives, short selling and “opportunistic” strategies that change with market conditions as various opportunities present themselves. It should be expected that the Adviser will utilize these strategies in Advisory Accounts and that the timing of transactions entered into or recommended based on models or other strategies, including for Advisory Accounts, may negatively impact Advisory Accounts or benefit certain other Accounts, including other Advisory Accounts or accounts at our affiliates. For example, Ayco PMG may implement 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 analysis or other information) that could result, due to market impact, in liquidity constraints or other factors, in certain Advisory Accounts receiving less favorable investment or trading results or incurring increased costs. (cid:120) Administrative Risk – Failure to comply with specific rules for administering GRATs, as well as dependency on each client’s legal representations, could have adverse tax and legal consequences to participants in the strategy. (cid:120) Adverse Effect of Global Economic Conditions – Advisory Accounts, underlying funds, and their portfolio companies could be adversely affected by unanticipated changes in the financial markets and economic conditions throughout the world, some of which could magnify the risks described in this Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss and have other adverse effects. The scope of any potential impacts to Advisory Accounts, underlying funds, and their portfolio companies, both from market conditions and also potential legislative or regulatory responses, are uncertain. Continued market volatility and uncertainty and/or a downturn in market and economic and financial conditions could have an adverse impact on Advisory Accounts, underlying funds, and their portfolio companies. (cid:120) Advisory Account Consent Requirements – Advisory Account consent could be required to invest in certain transactions in which Goldman Sachs receives compensation or is a principal, and the Adviser could determine not to seek such consent due to timing or other considerations, in which case the Advisory Account will not have the opportunity to make the investment. (cid:120) Allocation of Advisory Account Assets to Underlying Funds and Managers – The risks associated with certain types of securities and investment strategies described herein apply with respect to investments in underlying funds and with Managers. Additional information about risks associated with the activities of underlying funds and Managers is available herein, as well as in the prospectuses, offering memoranda and constituent documents of the underlying funds. (cid:120) Alternative Investment Risk - Clients could lose all or a substantial amount of their investment as a result of the volatility of Alternative Investments or other factors. Alternative Investments (1) involve a high degree of risk, (2) often engage in leveraging and other speculative investment practices that increase the risk of investment loss, (3) can be highly illiquid with extended lock-up periods where assets may not be sold, (4) may lack a secondary market to purchase shares that investors care to redeem, (5) are not required to provide periodic pricing or valuation information to investors, (6) sometimes involve complex tax structures and delays in distributing important tax information, (7) are not subject to the same regulatory requirements as publicly traded securities, (8) often charge high fees which offset any trading profits, and (9) in many cases execute investments which are not transparent and are known only to the investment manager Often, Alternative Investment managers have total trading authority over their funds or accounts. The use of a single Manager applying generally similar trading programs could mean lack of diversification and, consequently, higher risk. Additionally, investment vehicles designed to invest in a single asset pose heightened 44  risk, as they lack diversification. Alternative Investments lack a readily ascertainable market value and a valuation may be stale by the time it is delivered to clients. There is often no secondary market for an investor’s interest in Alternative Investments, including hedge funds and managed futures, and none is expected to develop. Even when there is a secondary market, it is often a small group of investors willing to purchase the Alternative Investment, typically resulting in a discount on the sale of the asset versus the actual value of the underlying assets. There may be restrictions on transferring interests in any Alternative Investment. Alternative Investments may execute some portion of their trades on non-U.S. exchanges. Investing in foreign markets generally entails risks that differ from those associated with investments in U.S. markets. (cid:120) Antitrust Risk – Advisory Accounts and their portfolio companies will be subject to antitrust and competition laws, rules and regulations in the U.S. and other jurisdictions where they conduct business, and there has been increased scrutiny from antitrust regulators around the world. If an Advisory Account investment becomes subject to antitrust review and approval, the relevant authorities could elect not to approve such investment, significantly delay it or approve it subject to particular terms and conditions (for example, that the underlying portfolio company divest of certain assets). Advisory Accounts and their portfolio companies could incur significant costs pursuing transactions in respect of which regulatory approvals are not granted and, as a result, are not able to be consummated. (cid:120) Asset Allocation and Rebalancing Risk – An Advisory Account’s assets could become out of balance with the target allocation. Any rebalancing of such assets may be infrequent and limited by several factors. Even if a rebalancing is achieved, it may have an adverse effect on the performance of the Advisory Account’s assets including, for example, if the rebalancing results in such assets being allocated away from an over-performing investment product and allocated to an under-performing investment product. (cid:120) Bankruptcy Risk – A company in which an Advisory Account invests could become involved in a bankruptcy or other reorganization or liquidation proceeding. (cid:120) Call Options Risk – An investment in call options is subject to a risk of losses equal to or greater than the premium paid/received in a relatively short period of time. The seller (writer) of a call option assumes the risk of the appreciation of the security underlying the option, which will negatively impact the performance of the call option selling strategy. If the price of the underlying security appreciates above the option strike price, the seller of the call option will suffer losses on the call option. For a covered call option (i.e., the writer holds the underlying security), that loss will offset any appreciation on the underlying security above the strike price. The seller (writer) of a covered call option also assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received. The seller (writer) of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The seller (writer) of a call option may close out an existing option position before its expiration date by paying the cost to close out the position, which may be higher than the original premium received if the price of the underlying security has appreciated. The seller may also choose to roll the existing option position by closing out the position and replacing it with a new option. The options seller will need to pay the cost to close out the existing position, and the premium received from the sale of the new option may be less than the amount paid to close out the original position if the price of the underlying security has appreciated. The options seller will bear the full amount of any cost to close out an existing position. Sales of shares underlying options positions to meet settlement obligations to close out an options position, to fund a roll of an options position, or otherwise may result in tax consequences, including the realization of tax gains or losses. (cid:120) Capital Markets Risk – An Advisory Account might not receive distributions from an investment or could experience a significant loss in the value of its investment if the relevant issuer cannot obtain funding in the capital markets. 45  (cid:120) Cash Management Risks – If the Adviser invests some of an Advisory Account’s assets temporarily in money market funds or other similar types of investments, those assets will not be invested in assets that further the Advisory Account’s investment objective during such time. Separately, where the Adviser, on behalf of a client, invests an Advisory Account’s assets temporarily, or for some designated period of time, in investments subject to Market Risk, including managed strategies, with the intent of liquidating such investments to meet certain subsequent funding needs, such as a capital calls required by alternative investments, an Advisory Account could be unable to meet such funding needs. (cid:120) Cash Sweep Risk – Unless a client notifies us otherwise, GS&Co. is authorized to sweep free credit balances 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 Wealth Advisor 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 the cash sweep options it offers to clients, including removing a previously offered 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 Wealth Advisor 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, neither GS&Co. nor the Adviser is 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 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. The Adviser and Wealth Advisors earn higher compensation in connection with Bank Deposit Cash Sweep than from cash swept to money market funds. Different money market funds have different fees and expenses, which may be found in the applicable fund prospectuses. Client should ask their Wealth Advisor 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 by asking their Wealth Advisor team. 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 Wealth Advisor team to discuss investment options that may be available outside of the cash sweep service. 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. (cid:120) Certain Tax Risks – Adverse tax consequences could arise if the collective positions within a client’s overall portfolio maintaining a GOAS call writing strategy are recognized as a straddle for tax purposes. Furthermore, changes in tax laws or regulations could affect the potential benefits of transferring wealth via GRATs, and changes in tax and insurance laws could negatively affect the potential benefits associated with PPI. 46  (cid:120) Climate Change – Climate change, its physical impacts, and related regulations could result in significantly increased operating and capital costs that could materially harm certain portfolio companies of Advisory Accounts. (cid:120) Commodity Exposure Risks – Exposure to the commodities markets may result in greater volatility than investments in traditional securities due to changes in overall market movements, commodity index volatility, changes in interest rates, factors affecting a particular industry or commodity, as well as changes in value, supply and demand and governmental regulatory policies. (cid:120) Concentration and Geographic Risk – A portfolio that concentrates its investments in a relatively small number of issuers, asset classes, geographic locations or economic sectors may be more adversely affected by adverse economic, political or other developments than a less concentrated portfolio. (cid:120) Concentration Risk – Thematic Portfolios are more concentrated than broad-based equity exposure. Thematic Portfolios concentrated in a theme, sector, industry or single issuer are more likely to experience greater loss due to an adverse economic, business or political development affecting the theme, sector, industry or issuer than a direct equity portfolio that is more diversified. (cid:120) Conflicts of Interest – Goldman Sachs’ activities, relationships and dealings could affect a particular Advisory Account in ways that disadvantage or restrict the Advisory Account and/or benefit Goldman Sachs or other Accounts. (cid:120) Conflicts Related to the Use of Tactical Tilts – Where Advisory Personnel use tactical investment ideas derived from short-term market views (“Tactical Tilts”) for Advisory Accounts material risks exist. For example, the timing for implementing a Tactical Tilt or unwinding a position can materially affect the performance of such Tactical Tilt. For various reasons, the Adviser and its affiliates may implement a Tactical Tilt, invest in an affiliated fund that invests in Tactical Tilts, or unwind a position for its client Accounts or on its own behalf before Advisory Personnel do on behalf of Advisory Accounts, or implement a Tactical Tilt that is different from the Tactical Tilt implemented by Advisory Personnel on behalf of Advisory Accounts, which could have an adverse effect on Advisory Accounts and result in poorer performance by Advisory Accounts than by the Adviser or other client Accounts. In addition, unless otherwise agreed in writing, Advisory Personnel monitor an Advisory Account’s Tactical Tilt positions only on a periodic basis. Therefore, changes in market conditions and other factors may result in substantial losses to an Advisory Account, and no assurance can be given that a Tactical Tilt position will be unwound before the Advisory Account suffers losses. The use of Tactical Tilts also includes the risk of reliance on models. (cid:120) Conflicts Related to the Use of Target Ranges and Rebalancing – To the extent a client designates target allocations or target ranges within an Advisory Account in connection with a particular asset class or strategy, allocations of an Advisory Account’s assets may, from time to time, be out of balance with the Advisory Account’s target ranges for extended periods of time or at all times due to various factors, such as fluctuations in, and variations among, the performance of the investment products to which the assets are allocated, reliance on estimates in connection with the determination of percentage allocations and limitations on liquidity of investments. Any rebalancing by Advisory Personnel of the Advisory Account’s assets may have an adverse effect on the performance of the Advisory Account’s assets. For example, an Advisory Account will generally incur transaction costs, and could be subject to investment losses, if the Advisory Account’s assets are allocated away from an over-performing investment product and allocated to an under- performing investment product in connection with a rebalancing. In addition, in some cases Advisory Personnel’s ability to fully rebalance as intended is limited by several factors, including the use of estimates of the NAVs of the investment products, and, in the case of investments in pooled investment vehicles, restrictions on additional investments in and redemptions from such investment products. Similarly, the use of target ranges in respect of asset classes may result in an Advisory Account containing a significantly greater percentage of Affiliated Products than would 47  otherwise be the case, including during periods in which Affiliated Products underperform External Products. In such circumstances, there could be one or more External Products that would be a more appropriate addition to an Advisory Account than the Affiliated Products then in the Advisory Account. Such External Products may outperform the Affiliated Products then in the Advisory Account. For information regarding conflicts of interest in connection with Affiliated Products and External Products, See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions – Affiliated Products / External Products. (cid:120) Consolidated Reporting Risk – Information (including valuation) regarding advisory accounts not custodied at GS&Co. may not be accurate as GS&Co. does not perform diligence on or independently verify the accuracy of the custodian’s information or the source information; such information is provided as a courtesy. This risk is greater when there is more volatility in an asset class. (cid:120) Conversion of Equity Investments – Equity securities acquired through the conversion of convertible debt instruments or as a result of a restructuring event may be subject to restrictions on transfer or disposition. (cid:120) Corporate Event Risks – It is possible that investments in companies that are the subject of publicly disclosed mergers, takeover bids, exchange offers, tender offers, spin-offs, liquidations, corporate restructuring, and other similar transactions are not profitable due to the risk of transaction failure. (cid:120) Correlation Risk – With regard to options, the underlying equity portfolio may not correlate to or track closely with the selected benchmark (which may be an index, ETF or basket) on which the options positions are based, and as a result, the option strategy performance may vary substantially from the performance of the portfolio for any period of time. For example, when writing call options on an index, the value of the index may appreciate while the value of the equity portfolio declines in value. This may result in losses on both the option positions and the equity portfolio. With regard to structured investments, the performance of the structured investment held in a client’s account could underperform or differ from the market, or prior to maturity, perform differently than the payment at maturity formula due to changes in factors influencing the structured investments, including equity performance and/or changes in credit spreads, implied volatility, interest rates and/or dividends. (cid:120) Counterparty Risk – A strategy will be exposed to the credit risk of the counterparties with which, or the brokers, dealers, clearing members, custodians, service providers, and exchanges through which, they engage in transactions. (cid:120) Credit Diversification Risk – The credit diversification of the strategy could be limited due to the lack of availability of structured investments from one or more issuers at a given time. (cid:120) Credit Ratings – An Advisory Account could use credit ratings to evaluate securities even though such credit ratings might not fully reflect the true risks of an investment. A change in the credit rating of a security can have a rapid, adverse effect on the security’s liquidity and make it more difficult for an Advisory Account to sell at an advantageous price or time. (cid:120) Credit/Default Risk – A borrower could fail to repay a loan or otherwise meet a contractual obligation. A strategy will be exposed to the credit risk of the counterparties with which, or the brokers, dealers, and exchanges through which, it deals, whether it engages in exchange-traded or off-exchange transactions. (cid:120) Currency Risks – An Advisory Account that holds investments denominated in currencies other than the currency in which the Advisory Account is denominated may be adversely affected by the volatility of currency exchange rates and changes to exchange control regulations. Currency 48  exchange rates can be volatile, particularly during times of political or economic uncertainty. For example, to the extent that non-U.S. dollar investments are unhedged, the value of an Advisory Account’s net assets will fluctuate with U.S. dollar exchange rates and with price changes of its investments in the various local markets and currencies. (cid:120) Cybersecurity – Personal, confidential or proprietary information being sent to or received from a client, law firm, vendor, service provider, counterparty or other third-party has in the past been, and may in the future, be intercepted, misused, copied, misappropriated or mishandled, including through a cyber-attack on such persons or other information security event (including unauthorized access by a party with malicious intent). Such cyber-attacks or other events can adversely impact Goldman Sachs, Advisory Accounts and clients by, among other things, causing significant disruptions in the business operations of Goldman Sachs and the operation of Advisory Accounts, leading to theft (including identity theft) and data corruption, and leading to potential violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs and/or additional compliance costs. (cid:120) Data Sources Risks – Information from third-party data sources to which the Adviser subscribes could be incorrect. While Goldman Sachs obtains data and information from third-party sources that it considers to be reliable, Goldman Sachs does not warrant or guarantee the accuracy and/or completeness of any data or information provided by these sources. Failure of a data source, such as an index provider, to provide the data on which the Adviser relies may have a negative impact on the performance of an Advisory Account. Further, recent technological innovations have disrupted numerous established industries. As technological innovation continues to advance rapidly, it could adversely impact one or more investment strategies employed for Advisory Accounts. Furthermore, investment decisions made based on views about the direction or degree of innovation can prove inaccurate and lead to losses for Advisory Accounts. (cid:120) Delegation of Receipt of Communications Risk – To the extent that clients confer the Adviser with authority to exercise investment discretion over their accounts and receive prospectuses and other shareholder communications on their behalf, there is risk of client complaints or dissatisfaction with certain investments where clients no longer receive such prospectuses or issuer-related materials directly, even where such materials can be accessed via the issuer’s website or by request from the Adviser. Prospectuses and issuer-related materials contain important information and detailed descriptions of additional fees and expenses, investment minimums, risk factors and conflicts of interest disclosures, as well as clients’ rights, responsibilities and liabilities with respect to such investments. (cid:120) Dependence on Government Funding, Tax Credits and Other Subsidies – The success of certain ESG investments depends on government funding, tax credits, or other public or private sector subsidies, which are not guaranteed over the life of the investment. (cid:120) Dependence on Key Personnel Risk – Clients rely on certain key personnel of Goldman Sachs who may leave Goldman Sachs or become unable to fulfill certain duties. (cid:120) Depositary Receipt Risk – Depositary receipts may not reflect the return a GOAS account would realize if the GOAS account actually owned the relevant securities underlying the depositary receipts. Should a GOAS account acquire depositary receipts through banks that do not have a contractual relationship with the issuer of the underlying security to issue and service such depositary receipts, there may be an increased possibility that the GOAS account would not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the issuer in a timely manner. In addition, certain fees and other expenses may apply to transactions in depository receipts, including fees associated with foreign currency conversion, creation fees charged by third parties and foreign tax charges. 49  (cid:120) Electronic Trading – The Adviser trades on electronic trading and order routing systems, which may experience component failure and issues with system access, varying response times and security. (cid:120) Emerging Markets and Growth Markets Risks – Investing in emerging and growth markets entails social, economic, technological, political and regulatory risks not usually associated with investing in developed markets. For example, The People’s Republic of China has adopted regulations in the financial technology sector, and other non-U.S. jurisdictions may adopt similar regulations in the same or different sectors, which could impact the ability of Advisory Accounts or underlying funds to make investments in those jurisdictions. Additionally, certain jurisdictions may allow for clawback arrangements with counterparties as a result of changes in law. Any such arrangements could result in an Advisory Account being required to return distributions it previously received in certain circumstances. Emerging and growth markets in certain countries could also face other significant internal or external risks, including but not limited to a heightened risk of war and other conflicts. (cid:120) Environmental Risks and Natural Disasters – Certain Advisory Account investments, including but not limited to investments in or relating to real estate assets, could become subject to liability under environmental protection statutes, rules and regulations, and may also be subject to risks associated with natural disasters. (cid:120) Environmental, Social Impact, and Governance Considerations – The Adviser may in its discretion take into account ESG considerations and political, media and reputational considerations relating thereto, and for example, as a result, the Adviser might not make or recommend the making of investments when it would otherwise have done so, which could adversely affect the performance of Advisory Accounts. On the other hand, the Adviser may determine not to take such considerations into account, and such considerations may prove to have an adverse effect on the performance of the applicable investments. The Adviser may take ESG and related considerations into account for some Advisory Accounts and not others, and, to the extent taking such considerations into account, may make different investment decisions or recommendations for different Advisory Accounts. The Adviser may rely on third-party service providers in determining, from an ESG perspective, what investments to exclude from its selection or recommendation based on such service providers’ categorization of the types of companies, industries, or sectors, as the case may be, that should potentially be excluded from investment. There can be no assurance that the list of categories as determined by the Adviser and/or third-party service providers is complete or that the securities restricted as a result of such categorization represents all of the securities that might otherwise be restricted in connection therewith, and such categories or the securities restricted thereunder may change from time to time. (cid:120) Equity and Equity-Related Securities and Instruments –The value of common stocks of U.S. and non-U.S. issuers is affected by factors specific to the issuer, the issuer’s industry and the risk that stock prices historically rise and fall in periodic cycles. (cid:120) Exchange-Traded Funds Risks – ETFs could fail to accurately track the market segment or index that underlies their investment objective. Moreover, ETFs are subject to the following risks that do not apply to conventional funds: (i) the market price of the ETF’s shares trade at a premium or a discount to their net asset value (“NAV”); (ii) an active trading market for an ETF’s shares is not developed or maintained; and (iii) there is no assurance that the requirements of the exchange necessary to maintain the listing of an ETF will continue to be met or remain unchanged. These securities carry certain specific risks to investors. Leveraged ETF shares typically represent interest in a portfolio of securities that track an underlying benchmark or index and seek to deliver multiples of the performance of the index or benchmark. An inverse ETF seeks to deliver the opposite of the performance of the index or benchmark it tracks. Like traditional ETFs, some leveraged and inverse ETFs track broad indices, some are sector-specific, and others are linked to commodities, currencies, or some other benchmark. To accomplish their objectives, leveraged and inverse ETFs 50  pursue a range of investment strategies using swaps, futures contracts, and other derivative instruments. Most leveraged and inverse ETFs “reset” daily, meaning that they are designed to achieve their stated objectives daily. Their performance over longer periods of time, over weeks or months or years, can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period. This effect can be magnified in volatile markets and thus poses substantial risk for an investor. (cid:120) Exercise Risk – The early exercise of an option, which could result in the underlying stock position being called away or having to cash settle the option prior to expiration, which may result in tax consequences, including the realization of tax gains or losses. All options, whether those with American style or European style exercise features are exposed to the fluctuation in the market price of the underlier. There is no guarantee that an option will expire or be exercised at the optimal time, considering the price movements in the underlier during the time the option is held in a portfolio. (cid:120) Expedited Transactions – In the event the Adviser undertakes investment analyses and decisions on an expedited basis to take advantage of investment opportunities, there is a risk that not all circumstances and risks of the investment are known. (cid:120) Fixed Income Securities Risk – Fixed income securities are subject to the risk of the issuer’s or a guarantor’s inability to meet principal and interest payments on its obligations and to price volatility. (cid:120) Force Majeure – Advisory Account investments may be vulnerable to a force majeure event, including acts of nature, war and strike, which could result in the destruction, impairment or loss of profitability for the investments. (cid:120) Foreign-Currency-Denominated Security Risk – Foreign-currency-denominated securities that settle in a different currency are subject to fluctuations in exchange rates that could have an adverse effect on the value or price of, or income derived from, the investment. Securities such as ADRs/GDRs, the values of which are influenced by foreign currencies, effectively assume currency risk. (cid:120) Frequent Trading and Portfolio Turnover Rate Risks – High turnover and frequent trading in an Advisory Account could result in, among other things, higher transaction costs and adverse tax consequences. (cid:120) Geopolitical Risk – Geopolitical and other events (e.g., terrorist attacks, armed conflicts, political and military events, the varying involvement of the United States and other countries in such conflicts, political and civil unrest related to the foregoing and other events) have had, and could continue to have, adverse effects on regional and global economic markets, including short-term market volatility and adverse long term effects that cannot be predicted. These and any other adverse effects, and adverse effects occurring as a result of similar events in the future, could negatively impact the value of Advisory Account investments. (cid:120) Government Investment Restrictions – U.S. and non-U.S. government regulations and restrictions may limit the amount and type of securities that may be purchased or sold by the Adviser on behalf of Advisory Accounts, and economic sanction laws in the United States and other jurisdictions or other governmental action could significantly reduce the value of Advisory Account investments in, or restrict or completely prohibit the Adviser and Advisory Accounts from investing, continuing to hold or disposing an investment in, or transacting with or in, certain countries, individuals, and companies. Some jurisdictions also require governmental approval for repatriation of investment income, capital or proceeds of sales by foreign investors. Advisory Accounts could be adversely affected by delays in, or a refusal to grant, governmental approval for foreign investments or repatriation of investment income, and taxes. Additionally, certain investors may be precluded from 51  directly holding assets in these jurisdictions, which could materially impact flexibility in structuring transactions or increase costs associated with certain investment opportunities. (cid:120) Hybrid Securities Risks – Credit risk is magnified with respect to preferred and deeply subordinated long-term debt (“Hybrid Securities”) due to their payoff structure. If an issuer goes into bankruptcy all other debt holders are paid first and then preferred holders are paid. In addition, most Hybrid Securities are issued by financial firms and banks. Investing in Hybrid Securities can create an inadvertent portfolio concentration in financial firms or the financial sector as a whole. Furthermore, Hybrid Securities usually have maturities of 30 years or longer (in certain cases can remain outstanding in perpetuity), but can be retired prior to maturity at the option of the issuer. (cid:120) Hypothetical Performance and Projected Returns Risk – The risk arising from reliance in making an investment decision on performance of a portfolio not necessarily achieved by any particular investor. Projected returns are hypothetical, do not reflect actual investment results, and are not guarantees of future results. Such projected performance is subject to a number of limitations and assumptions designed to determine the probability or likelihood of a particular investment outcome based on a range of possible outcomes. It is possible that any of those assumptions will prove not to be accurate. In addition, performance of a model portfolio, other portfolios, or a client’s Advisory Account may differ materially from investment gains and avoidance of investment losses projected, described, or otherwise referenced in forward-looking statements and the projected returns associated with any of the foregoing may not materialize. (cid:120) Improper Market Actors – There can be no assurance that any form of regulation or any market constraints would prevent certain other market actors from engaging in fraud, market manipulation, market abuse, or improper influence in the future, which may have a material adverse effect on Advisory Accounts and their Investments. There can be no assurance that any redress would be available to, or would be practical for, Advisory Accounts to pursue with respect to any such fraud, market manipulation, market abuse, or improper influence. (cid:120) Index/Tracking Error Risks – The performance of an Advisory Account or Variable Subaccount that tracks an index may not match, and may vary substantially from, the index for any period of time and may be negatively impacted by any errors in the index, including in situations where an Advisory Account or Variable Subaccount is unable to invest in certain securities included in the index as a result of legal and compliance restrictions, regulatory limits or other restrictions applicable to the Advisory Account, the Variable Subaccount and/or Goldman Sachs, reputational considerations or other reasons. Where an index consists of relatively few securities or issuers, it should be expected that tracking error will be heightened when an Advisory Account or Variable Subaccount is subject to such limitations or restrictions. (cid:120) Indirect Investment in Non-U.S. Securities – Investments in participation notes and depository receipts used to establish an indirect position in a foreign market are subject to the same risks as the securities underlying such instruments and may be subject to certain fees or expenses. (cid:120) Inflation Risks – The U.S. and other economies have experienced higher-than-normal inflation rates and it remains uncertain whether substantial inflation in the U.S. and other economies will be sustained over an extended period of time or have a significant adverse effect on the U.S. and other economies. Inflation rates can fluctuate rapidly as a result of various factors, including unexpected shifts in the domestic or global economy and economic policy changes. An Advisory Account’s investments might not keep pace with inflation, which can result in losses to investors and negative effects on economies and financial markets. Inflation has increased the cost of fuel, energy, labor, and raw materials, caused supply chain shortages, and may adversely affect consumer spending, economic growth and the operations of Advisory Account portfolio companies. Past governmental efforts to curb inflation have also involved drastic economic measures that have had a material adverse effect on the level of economic activity in the countries where such 52  measures were employed, and similar governmental efforts could be taken in the future to curb inflation and could have similar effects. (cid:120) Interest Rate Risks – Interest rates can fluctuate significantly, causing price volatility with respect to securities or instruments held by an Advisory Account. Generally, rising interest rates negatively impact the price of fixed-rate debt, and falling interest rates positively impact price, and adjustable- rate debt experiences similar changes to a lesser degree. Central bank monetary policy, inflation rates, and general economic conditions influence interest rates, which is likely to impact the value of certain securities held by Advisory Accounts either negatively or positively. When interest rates are rising, debt can be more difficult to repay and the risk of default rises. In periods of falling interest rates, debt is more likely to be repaid as borrowers refinance to lower rates. Falling interest rates can also lead to lower returns at the same level of risk in Advisory Accounts. Long-term fixed income securities will normally have more price volatility because of interest rate risk than short- term fixed income securities. Risks associated with changing interest rates can have unpredictable effects on the markets and Advisory Accounts. (cid:120) Investment Grade Debt Securities Risk – Investment grade debt securities, like other types of debt securities, involve credit risk. Investment grade debt securities are also subject to the risk that their ratings can be downgraded by the ratings agencies. A rating downgrade could decrease the value of such securities, which could have an adverse impact on Advisory Accounts that own such securities. (cid:120) Investment Style Risks – An Advisory Account could outperform or underperform other Accounts that invest in similar asset classes but employ different investment styles, and the particular investment style(s) applied to managing an Advisory Account can impact performance. (cid:120) Investments in Certain Multi-Adviser Structures – Where an underlying fund allocates funds to investment funds selected by its Manager that are affiliated with such Manager and investment funds selected by such Manager that are not affiliated with such Manager (“Multi-Adviser Structures”), Goldman Sachs generally will have limited ability to examine the organizational infrastructure of the underlying managers and the investment funds in which the Advisory Account indirectly invests. Managers have an incentive to select affiliated investment funds based on compensation received in connection with managing such affiliated investment funds. (cid:120) Investments in Undervalued Assets – The identification of investment opportunities in undervalued assets is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued assets offer the opportunity for above- average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. (cid:120) IPOs/New Issues Risks – The purchase of IPO/New Issue shares may involve high transaction costs and such shares may be subject to greater risks than investments in shares or debt instruments of publicly traded companies. IPOs and new issues are subject to market risk and fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares or bonds available for trading and limited information about the company’s business model, growth potential and other criteria used to evaluate its investment prospects. (cid:120) Lack of Control Over Investments – Advisory Personnel will not have complete or even partial control over decisions affecting certain investments. For example, Advisory Personnel, when acting in an advisory capacity, acquire investments that represent minority positions in a debt tranche where third-party investors control amendments or waivers or enforcement. In addition, administrative agents may be appointed under certain facilities in which an Advisory Account invests that have discretion over certain decisions on behalf of the investors, including the Advisory Account. 53  (cid:120) Legal, Tax and Regulatory Risks – New and existing legal, tax and regulatory regimes may adversely impact the ability of the Adviser to conduct activities and transactions in respect of Advisory Accounts, may require material adjustments to the business and operations of Advisory Accounts, or may result in increased costs and operational burdens associated with the trading and investment activity of Advisory Accounts and increased compliance costs (including the cost of additional resources dedicated to compliance), which could be harmful to Advisory Accounts and their investors. (cid:120) Leverage Risk – The use of leverage by an Advisory Account creates exposure to potential gains and losses in excess of the initial amount invested, and relatively small market movements may result in large changes in portfolio value. Uncovered put writing creates leverage risk and is not an equity replacement. (cid:120) Limited Assets – An Advisory Account with limited assets may be unable to trade in certain instruments and/or diversify its portfolio across investment strategies or instruments. (cid:120) Liquidity Risks – It is possible that an Advisory Account might not be able to monetize investments and could have to hold to maturity or obtain a lower price for investments either because those investments have become less liquid or illiquid in response to market developments, including adverse investor perceptions. This includes Alternative Investments such as hedge funds, funds of hedge funds, private equity funds, funds of private equity funds and real estate funds. It should be expected that these risks will be more pronounced in connection with an Advisory Account’s investments in securities of issuers located in emerging market countries. (cid:120) Litigation Risk – Advisory Accounts may be subject to third-party litigation, which could give rise to legal liability and could have an adverse effect on the Advisory Accounts. If an Advisory Account were to be found liable in any suit or proceeding, any associated damages and/or penalties could have an adverse effect on the value of the Advisory Account. (cid:120) Losses in Affiliated Underlying Funds Borne Solely by Investors – All losses of an Advisory Account, including losses relating to investments in underlying funds managed by GSAM, shall be borne solely by such Advisory Account and not by Goldman Sachs. (cid:120) Low Trading Volume Risk –It is possible a client is not able to monetize his/her investment or will have to do so at a loss as a result of generally lower trading volumes of the securities compared to other types of securities or financial instruments. (cid:120) Management of Discretionary and Non-Discretionary Accounts – Non-discretionary advisory clients may not be able to implement the Adviser’s recommendations with respect to the allocation or reallocation of assets as quickly as the Adviser implements such recommendations on behalf of discretionary advisory clients, which could cause significant differences in the performance between non-discretionary and discretionary advisory clients with the same or similar investment objectives. (cid:120) Management Risks – A strategy used by the Adviser could fail to produce the intended results for an Advisory Account, and there is a risk that the entire amount invested may be lost. (cid:120) Market Abuse Risk – Certain markets have a history of alleged or actual price manipulation, market abuse and improper influence. Any fraud, price manipulation, market abuse, or improper influence in markets in which Advisory Accounts invest, directly or indirectly, may have an adverse effect on such Advisory Accounts. (cid:120) Market and Macro Risks – The value of an Advisory Account’s investments could decrease in response to events affecting individual companies, particular industry sectors or governments, changes in interest rates, regional or global pandemics, national and international political events, 54  and/or general economic conditions. Economic slowdowns or recessions may cause interest rates to rise or may disproportionately impact the industries in which an Advisory Account invests, causing the Advisory Account to be more vulnerable to losses in its portfolio, which may have an adverse effect on such Advisory Account. In addition, governments from time to time intervene, directly and by regulation, in certain markets. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction. Any market disruptions described above may also result in further changes to regulatory requirements or other government intervention. Such regulations may be implemented on an “emergency” basis, which may suddenly prevent the Adviser from implementing certain investment strategies or from managing the risk of their outstanding positions. (cid:120) Market Disruption Risks and Terrorism Risks – A number of events could have adverse effects on the global economy and may exacerbate some of the general risk factors related to investing in certain strategies. (cid:120) Master Limited Partnership Risk – Investments by an Advisory Account in securities of MLPs involve risks that differ from investments in common stock, including: limited control and limited voting rights; dilution; compulsory redemptions at an undesirable time or price because of regulatory changes; and greater price volatility. A change in current tax law, or a change in the underlying business mix of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which could cause a reduction of the value of the Advisory Account’s investment in the MLP and lower income to the Advisory Account. (cid:120) Mid Cap and Small Cap Risks – Investments in mid- and small- capitalization companies are generally subject to more price volatility than larger, more established companies and may lack sufficient market liquidity. (cid:120) Model Risks – The design or operation of proprietary quantitative or investment models used in the management of Advisory Accounts may be deficient. Investments selected using these models may perform differently than expected as a result of the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, the speed that market conditions change and technical issues in the construction and implementation of the models (including, for example, data problems and/or software issues). Models can also use artificial intelligence techniques, such as natural language processing and machine learning, which could be less transparent or interpretable and could produce unexpected results, which can result in losses. Moreover, the effectiveness of a model may diminish over time, including as a result of changes in the market and/or changes in the behavior of other market participants. Operation of a model may result in negative performance, including returns that deviate materially from historical performance, both actual and pro-forma. Additionally, commonality of holdings across quantitative investment managers may amplify losses. There is no guarantee that the use of these models will result in effective investment decisions for an Advisory Account. (cid:120) Multiple Levels of Fees and Expenses – Subject to applicable law, Advisory Accounts investing in advisers or underlying funds generally bear any asset-based and performance-based fees or allocations and expenses at the Advisory Account level and at the adviser or underlying fund level (although there will be circumstances in which Advisory Accounts bear such fees at only the Advisory Account level, or only the adviser level). (cid:120) No Assurance of Achievement of Investment or Performance Objectives – There is no assurance that Advisory Accounts will achieve their investment or performance objectives. (cid:120) Non-Hedging Currency Risks – Volatility in currency exchange rates may produce significant losses to an Advisory Account which has purchased or sold currencies through the use of forward contracts or other instruments. 55  (cid:120) Non-U.S. Custody Risk – Advisory Accounts that invest in foreign securities could hold non-U.S. securities and cash with non-U.S. custodians. Such non-U.S. custodians may be newly formed, or subject to little or no regulatory oversight over or independent evaluation of their operations, and the laws of certain countries could place limitations on an Advisory Account’s ability to recover its assets if a non-U.S. custodian enters bankruptcy. These risks are generally more pronounced in connection with an Advisory Account’s investments in securities of issuers located in emerging market countries. (cid:120) Non-U.S. Securities Risk – Non-U.S. Securities, particularly securities of issuers located in emerging market countries, may be subject to heightened risk of loss as a result of more or less government regulation, less public information, less liquidity, risk of nationalization or expropriation of assets, greater volatility and less economic, political and social stability in the countries of domicile of the issuers of the securities and/or the jurisdictions in which these securities are traded. (cid:120) Odd Lot Risk – Pricing services generally price fixed income securities assuming transactions of an institutional “round lot” size. While the Adviser generally does not seek to purchase odd lots for Advisory Accounts, the Adviser could from time-to-time trade in smaller “odd lot” sizes because, for example, it is impractical to acquire an institutional “round lot” due to an Advisory Account's limited size, an Advisory Account receives an odd lot as a result of a corporate action or other event outside of the Adviser’s control, or an Advisory Account directs the Adviser to transact in a legacy odd lot position. Odd lots typically trade at lower prices than institutional round lot trades. Over certain time periods, such differences could materially impact the performance of an Advisory Account that holds odd lots. (cid:120) Registered Funds Risk – Advisory Accounts may invest in open-end mutual funds, and to a lesser extent, registered closed-end funds, as well as ETFs. Open-end mutual funds and registered closed-end funds have different risk characteristics. Shares of an open-end fund are purchased directly from the fund whereas closed-end fund shares are purchased and sold in the market, typically on a recognized stock exchange. Therefore, shares of a closed-end fund, when available, can be traded during the day at any time and shares in an open-end fund can be purchased from or sold back to the fund only at the end of the trading day. In addition, the price per share of a closed-end mutual fund is determined by the market whereas the price per share of an open-end fund will vary in direct proportion to the fund NAV. Both open-end mutual funds and closed-end funds may own unlisted securities and use leverage to enhance returns. Furthermore, both open- end and closed-end fund underlying fund holdings are reported with a lag. It should be expected that when underlying mutual fund holdings change rapidly fund performance will differ from expectations. Different mutual funds with similar investment policies, and different share classes within those funds will have different expense levels. (cid:120) Operational Risk – An Advisory Account may suffer losses arising from shortcomings or failures in internal processes, people or systems or external events. Certain Advisory Accounts trade instruments where operational risk is heightened due to such instruments’ complexity. (cid:120) Options Close-out Risk – The inability to close out of existing positions if those options were to become unavailable, including because regulatory agencies impose exercise restrictions that prevent the holder of an option from realizing value. Options trading is a speculative investment activity that involves a high degree of risk of loss beyond the value of the underlying securities investment. Transaction costs may be significant in option strategies that require multiple purchases and sales of options. (cid:120) Options Risk – To the extent Advisory Accounts invest in options, they may be subject to the risks described below in connection with GOAS strategies. (cid:120) OTC Risk – When a GOAS account invests in securities through instruments traded on OTC markets, there may be less governmental regulation and supervision of the OTC markets than of 56  organized exchanges or other similar trading platforms. Additionally, a GOAS account may take a credit risk with regard to parties with which it trades through OTC transactions and as a result bear the risk of payment, margin, settlement and other performance defaults. Lack of liquidity in OTC markets may make one or more of the investments in a GOAS account more difficult to dispose of and to value, and, therefore, may result in the strategy being less liquid than other strategies that do not invest in securities through OTC markets. These risks may differ materially from those involved in exchange-traded transactions, which generally are characterized by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. (cid:120) Partial or Total Loss of Capital – Certain investments made for Advisory Accounts are intended for investors who can accept the risks associated with investing in illiquid securities and the possibility of partial or total loss of capital. (cid:120) Private Equity Managed Accounts – Private equity investments generally will be long-term and highly illiquid because such investments generally have no active secondary market and to the extent any such investment can be resold, such resales are expected to be at a discount and to a limited universe of eligible investors. (cid:120) Private Investment Risks – Private investments are highly competitive, less transparent, and illiquid. (cid:120) Public Health Risk – Advisory Accounts could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises. Public health crises together with any containment or other remedial measures undertaken or imposed, could have a material and adverse effect on Advisory Accounts and their investments. (cid:120) Put Options Risk – The seller (writer) of a put option which is covered (i.e., the writer has cash to cover the full strike notional of the option) assumes the risk of a decrease in the market price of the underlying security below the strike price of the option less the premium received, and gives up the opportunity for gain above the premium received. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option and gives up the opportunity for gain above the premium received. A put writing strategy may significantly underperform a stand-alone equity position if the stock appreciates/depreciates very rapidly or is more volatile than anticipated by the market. With an ongoing put writing strategy, losses may also exceed the notional amount of the strategy over time. A seller (writer) of a put writing strategy assumes the risk that the underlying security drops in value and, as a result of exercise by the purchaser of the option, the seller (writer) of the put option may be required to purchase the underlier of the option at a price above the current market price or deliver cash to cash settle an option where the value of the underlier is lower than the strike price. It may not be possible to trade out of the options in the portfolio prior to their maturity, and even if it is possible, there are transaction costs, which may be significant. If the seller (writer) of an uncovered put option is assigned on an open option position that has been exercised, the seller (writer) may be required to liquidate assets to satisfy the settlement obligations. If the market moves against uncovered put options positions, additional securities and other assets will be required as margin, on short notice, in order to maintain the put option positions, or options positions for which there is a margin deficiency will be liquidated, most likely at a loss and the seller (writer) will be liable for any resulting deficit. The risk of uncovered options is potentially unlimited and a seller (writer) of put options may sustain a loss of all assets posted as margin. (cid:120) Real Estate Industry Risks – Real estate investments involve additional risks not typically associated with other asset classes. The real estate industry is sensitive to economic downturns, which may cause occasional or permanent reductions in property values and the values of securities of real estate companies may fluctuate between under-performance or out-performance of equity securities markets. Real estate investments (both through public and private markets) are also subject to changes in broader macroeconomic conditions, such as interest rates. 57  (cid:120) Recession Risk – An Advisory Account’s investments may be susceptible to economic slowdowns or recessions and may be unable to repay their debt obligations during these periods. Therefore, during these periods, an Advisory Account’s non-performing assets may increase, and the value of its portfolio may decrease. Adverse economic conditions also may decrease the value of collateral securing some of an Advisory Account’s debt investments and the value of its equity investments. These events could prevent an Advisory Account from making new investments and harm its operating results. An economic downturn could disproportionately impact the industries in which an Advisory Account invests, causing it to be more vulnerable to losses in its portfolio, which could negatively impact financial results. (cid:120) Redemption Risk – Certain asset classes, such as private assets, are only available as part of the PPLI separately managed account if the per account value is greater than $10 million. Depending on the applicable premium deposit schedule or redemption schedule of certain existing investments it may take time for the policy value to reach $10 million. Should the client select a target asset allocation which includes a range for private assets the separately managed account will not be able to invest in private assets until the account minimum is met. (cid:120) Regulatory Restrictions Applicable to Goldman Sachs – From time to time, the activities of Affiliated Products are 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 be subject to the same or similar restrictions or requirements and, as a result, may outperform Affiliated Products. For additional information, please refer to Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions – Firm Policies, Regulatory Restrictions and Certain Other Factors Affecting Advisory Accounts. (cid:120) Reliance on Technology – The Adviser may employ investment strategies that are dependent upon various computer and telecommunications technologies, which could fail. (cid:120) Reliance on Third Parties – The Adviser and Advisory Accounts require, and rely upon, the services of a variety of third parties, including but not limited to attorneys, accountants, administrators, brokers, custodians, consultants and other agents and vendors. Failure by any of these third parties to timely and accurately perform their obligations to the Adviser or an Advisory Account could have an adverse effect upon the Adviser or the Advisory Account. (cid:120) Reputational Risks – The dissemination of negative or inaccurate information about issuers in which Advisory Accounts invest via media, including social media, could harm their business, reputation, financial condition, and results of operations, which could adversely affect Advisory Accounts and, due to reputational considerations, influence the Adviser’s decision as to whether to remain invested in such issuers. (cid:120) Requirement to Perform – When entering into forward, spot or option contracts, or swaps, an Advisory Account may be required, and must be able, to perform its obligations under the contract. (cid:120) Restrictions on Investments – Advisory Accounts may be unable or limited in their ability to invest in certain types of investments due to undertakings of Goldman Sachs with respect to the same investments. (cid:120) Risk Management Risks – There can be no assurance that the Adviser’s use of various strategies to manage the volatility and other risks of an Advisory Account’s portfolio will achieve its objective. (cid:120) Risks Associated with Investments in Affiliated Products – Advisory Personnel will review as potential investments for an Advisory Account such universe of products as they determine in their sole discretion, and it should be expected that the universe of products Advisory Personnel determine to review will be limited for certain reasons, including: (i) because one or more External 58  Products have not been reviewed or approved by XIG; (ii) because of administrative or practical considerations, such as time constraints; or (iii) for other reasons determined by Advisory Personnel. If Advisory Personnel select or recommend an Affiliated Product for an Advisory Account, they will not have canvassed the universe of available External Products and, in such circumstances, there may be one or more External Products that are more appropriate than the Affiliated Product(s) selected or recommended by the Advisory Personnel, including from the standpoint of the factors Advisory Personnel have taken into consideration. Affiliated Products generally will not be subject to the same types of operational and other reviews performed with respect to External Products. On the whole, the due diligence process for Affiliated Products is significantly less rigorous and substantively different than that for External Products. As a result, Advisory Personnel may select or recommend an Affiliated Product for an Advisory Account that underperforms External Products (or other Affiliated Products) that might have been selected or recommended, or Advisory Personnel could determine not to select or recommend an External Product that would otherwise have been selected or recommended, had the due diligence process applicable to External Products been utilized for Affiliated Products. In addition, in certain instances, Advisory Personnel will not consider any External Products for certain asset classes if an Affiliated Product is available; as a result, in some situations there are no External Products available for certain asset classes on the GS platform; 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. Such External Products may outperform the Affiliated Product selected for the Advisory Account. The fact that Affiliated Products are not subject to the same diligence review applicable to External Products also could cause Affiliated Products to not be removed from Advisory Accounts prior to periods in which they underperform potential replacement investment products, whereas an External Product might have been removed. Goldman Sachs’ decision to offer funds or separate accounts, including internal or external options, is driven by a variety of factors, including the availability of high quality managers, investment minimums, the relative cost of funds as compared to separate accounts as well as internal as compared to external costs, the access to internal portfolio managers for discussion with clients as well as Advisory Personnel, the potential for performance differential between Affiliated Products and External Products, the specialized nature of certain products, and the ability to customize for clients based on their particular needs and circumstances. Where authorized and if a product is available, Advisory Personnel are able to select or recommend for the Advisory Account both Affiliated Products and External Products for particular asset classes or strategies within the Advisory Account. As described below, conflicts of interest arise in situations in which Advisory Personnel are permitted to allocate investments to both Affiliated Products and External Products. The differing fee arrangements that apply to investments by Advisory Accounts in Affiliated Products as compared to External Products create a preference for the selection or recommendation of Affiliated Products over External Products. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions – Affiliated Products / External Products. (cid:120) Risks of Derivative Investments – Investments in swaps, options, futures, and other derivative instruments, including those relating to non-U.S. currency transactions, involve risks including, among others, illiquidity in the markets for derivative instruments, failure of the counterparty to perform its contractual obligations, or the risks arising from margin requirements and related leverage factors associated with such transactions. (cid:120) Risks of Technological Developments – The widespread adoption of new internet, networking or telecommunications technologies or other technological changes could require issuers in which Advisory Accounts invest to incur substantial expenditures to modify or adapt their services or infrastructure to such new technologies, which could adversely affect their results of operations or financial condition. In addition, new services or technologies offered by competitors or new entrants may make such issuers less differentiated or less competitive when compared to other alternatives. (cid:120) Risks Related to Selection by Advisory Personnel of Affiliated Products versus External Products – Advisory Personnel determine which products to select or recommend to clients. When considering potential investment products for a particular Advisory Account, Advisory Personnel 59  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. There is a risk 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 will play a greater role in the review of certain strategies or products while others play no role at all, and that the factors will change from time to time. It should be expected that Advisory Personnel do not review the entire universe of External Products appropriate for an Advisory Account. As a result, Advisory clients should expect that 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 such Wealth Advisers. Such External Products may outperform the Affiliated Product selected for the Advisory Account. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions – Affiliated Products / External Products. (cid:120) Risks Related to SOFR – SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median rate derived from such data. SOFR is calculated and published by the Federal Reserve Bank of New York (“FRBNY”). If data from a given source required by the FRBNY to calculate SOFR is unavailable for any day, then the most recently available data for that segment will be used, with certain adjustments. If errors are discovered in the transaction data or the calculations underlying SOFR after its initial publication on a given day, SOFR may be republished at a later time that day. Rate revisions will be effected only on the day of initial publication and will be republished only if the change in the rate exceeds one basis point. Because SOFR is a financing rate based on overnight secured funding transactions, it differs fundamentally from LIBOR. LIBOR was intended to be an unsecured rate that represents interbank funding costs for different short-term maturities or tenors. It was a forward-looking rate reflecting expectations regarding interest rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is largely insensitive to credit-risk considerations and to short-term interest rate risks. SOFR is a transaction-based rate, and it has been more volatile than other benchmark or market rates, such as historical three-month LIBOR, during certain periods. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates are a suitable substitute for LIBOR. SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s history or otherwise. Levels of SOFR in the future, may bear little or no relation to historical levels of SOFR, LIBOR or other rates. (cid:120) Risks Related to the Discontinuance of Interbank Offered Rates, in Particular LIBOR – Advisory Accounts that undertake transactions in instruments that were valued using London Inter-bank Offered Rates (“LIBOR”) or are valued using other interbank offered rates (“IBORs”) or have contracts which previously determined payment obligations by reference to LIBOR or still determine payment obligations by reference to other IBOR rates may be adversely affected as a result of recent changes related to LIBOR. All LIBOR settings permanently ceased to be published as of June 30, 2023 and a synthetic version of one-month, three-month and six-month USD LIBOR settings permanently ceased to be published as of September 30, 2024. As a result of such changes, instruments that were valued using LIBOR or are valued using other IBORs, or contracts which determine or previously determined payment obligations by reference to such rates, are subject to risks including but not limited to the risk of illiquidity, changes in performance benchmarks, rate increases, operational complexities and valuation measurements that may adversely affect performance. (cid:120) Risks Related to the Operation of Markets – Advisory Accounts may incur losses in the event of the early closure of, complete closure of, suspension of trading in, or similar interruptions affecting 60  one or more domestic or international markets, trading venues, or clearing houses on or through which the Adviser trades for such Advisory Accounts. (cid:120) Risks Related to Third-Party Distribution – The distribution of Affiliated Products by third-party distributors could expose GS&Co. to allegations of improper conduct and/or actions by regulators in and outside of the U.S. with respect to, among other things, product suitability, investor classification, compliance with securities laws, anti-money laundering requirements, conflicts of interest regarding investment allocations, and the adequacy of disclosure (including valuation and liquidity disclosures) to customers to whom Affiliated Products are distributed through those channels. Although GS&Co. seeks to ensure through due diligence and onboarding procedures that the third-party channels through which individual investors access its investment products conduct themselves responsibly, GS&Co. might not be able to effectively monitor or control the manner of distribution. For example, GS&Co. relies on such third-party channels to make suitability determinations and does not conduct its own suitability assessment with respect to investors to whom Affiliated Products are distributed. As a result, GS&Co. faces reputational risks and legal liability to the extent such third parties improperly sell its products to investors. (cid:120) Risks Relating to the Use of Artificial Intelligence – Goldman Sachs (including the Adviser) and certain of its third-party vendors, clients and/or counterparties have developed or otherwise incorporated artificial intelligence (“AI”) technology in certain business processes, services or products. AI models are developing rapidly, are highly complex and may produce output or take action that is incorrect (i.e., hallucinate), that result in the release of private, confidential or proprietary information, that reflect biases included in the data on which they are trained, infringe on the intellectual property rights of others, or that is otherwise harmful. The U.S. and global legal and regulatory environment relating to AI is uncertain and rapidly evolving and could require changes in Goldman Sachs’ implementation of AI technology and increase compliance costs and the risk of non-compliance. Further, Goldman Sachs (including the Adviser) may rely on AI models developed by third parties, and Goldman Sachs (including the Adviser) may have limited visibility over the accuracy and completeness of such models. Any of these risks could adversely affect Goldman Sachs, the Adviser or Advisory Accounts. Goldman Sachs (including the Adviser) is also exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. Such actions and other risks associated with AI could cause, amongst other things, reputational harm to Goldman Sachs, the Adviser or Advisory Accounts. The investment management business is highly competitive and to the extent that some or all of the Adviser’s competitors (or new market entrants) institute low cost, high speed financial applications and services based on AI, Goldman Sachs (including the Adviser) and Advisory Accounts could be at a competitive disadvantage. (cid:120) Sanctions Risk – Economic sanctions or similar measures by the United States or other non-US governments imposed on the issuers of securities in an Advisory Account create a heightened risk of loss due to delayed settlement, liquidity constraints, and an inability to liquidate such securities at a favorable price or to conduct any transactions in such securities at all. Economic sanctions may also prevent Goldman Sachs from taking certain steps to obtain timely possession or control of an Advisory Account’s fully paid securities and excess margin securities to cure a segregation deficiency. (cid:120) Secondary Market/Limited Liquidity Risk – The secondary market for one or more of the underlying structured investments could be limited due to a particular issuer exposure, volatility of a referenced asset or for other reasons. This lack of liquidity in the secondary market may make one or more of the underlying investments more difficult to dispose of and to value, resulting in the strategy being less liquid than other strategies and negatively impacting secondary market valuations. (cid:120) Sector Concentration – Most preferred and Hybrid Securities are issued by financial firms and banks. By investing in preferred securities, one can have an inadvertent concentration in one’s portfolio to financial firms or the financial sector as a whole. 61  (cid:120) Short Duration Fixed-Income Strategies – A strategy focused on short duration fixed-income securities generally will earn less income and could provide lower total returns, than longer duration strategies. (cid:120) Short Selling/Position Risk – Short selling involves the risk of potentially unlimited losses and the inability to reacquire a security or close the transaction timely or at an acceptable price. (cid:120) Sizing Risk – Options strategies may not be appropriately sized for a particular risk profile. Although the risks of investing in an options strategy remain the same regardless of the size of the investment, appropriate sizing can reduce the proportional impact of such risks relative to a client’s larger portfolio. (cid:120) Sovereign Debt Risks – Investment in sovereign debt obligations involves risks not present in debt obligations of corporate issuers, such as the issuer’s inability or unwillingness to repay principal or interest, and limited recourse to compel payment in the event of a default. (cid:120) Substitution Risk – A substitution recommendation might not be able to be implemented due to a number of external factors, thereby impacting the efficiency of the program. (cid:120) Sustainability Risks – Advisory Account investments could be exposed to sustainability risks (i.e., where an environmental, social or governance event or condition exists that could cause an actual or a potential material negative impact on the value of investments), including physical environmental risks, climate change transition risks, supply chain disruptions, improper labor practices and corruption. If they materialize, sustainability risks can reduce the value of investments held by an Advisory Account and could have a material impact on the performance and returns of Advisory Accounts. (cid:120) Tax Aware Investment Risks – This section briefly summarizes some of the important risks, including U.S. federal income tax consequences, that may arise in connection with “tax-aware” strategies. Tax aware strategies are generally designed for U.S. taxable clients to realize capital losses (primarily short-term) and defer capital gains. They may also be referred to as “tax advantaged,” “tax managed,” or “tax aware” strategies or accounts (collectively referred to herein as tax aware strategies or accounts). This section does not address all tax rules, including state laws, non-U.S. person regulations, and other rules applicable to certain types of clients or special circumstances. GS&Co. does not provide legal, tax or accounting advice unless otherwise agreed to by GS&Co. in writing. o Payment of Taxes – Clients will be responsible for payment of any and all taxes due as a result of transactions in an account that pursues a tax aware strategy. o Risks Relating to Tax Aware Strategies Generally – Tax aware strategies are designed for U.S. taxable clients to realize capital losses (primarily short-term) and defer capital gains. If the strategies fail to meet these tax-aware objectives, the after-tax result could be worse than if the client had not enrolled in the strategy at all. Furthermore, implementing tax-aware methodologies may introduce substantial non-tax economic costs, such as retaining securities with unrealized gains that hinder the ability to align the portfolio with desired investment allocations. By intentionally triggering capital losses and replacing sold securities, the average cost basis of the securities in the portfolio is reduced. This creates a growing contingent future tax liability on unrealized gains. If the account is eventually liquidated, the client will generally face immediate taxes on these realized gains. The extent of any tax benefits, even if achieved by a tax aware strategy or account, could vary depending upon a client’s investments outside of the strategy in an account within GS&Co. or held outside of GS&Co., or in accounts held by related parties, within GS&Co. or held outside of GS&Co. 62  Unless otherwise agreed to in writing, Managers of tax aware strategies, including the TACS managed by GSAM, manage tax-aware accounts on a standalone basis and do not consider any other assets that a client owns (including in other accounts managed by the Manager, including those managed by GSAM or its affiliates). Transactions in these outside accounts can trigger adverse tax consequences under U.S. Internal Revenue Service (the “IRS”) wash sale, straddle, or constructive sale rules. In the event of an unfavorable determination on an IRS tax audit, clients may be subject to additional taxation (including interest and penalties) on a current or retroactive basis. Tax reporting of gains and losses on IRS Form 1099, and associated tax basis reporting, will generally not reflect all of the consequences of straddles, wash sales, constructive sales or the disqualification of dividends and it is incumbent on clients and their tax advisors to independently recognize and account for such tax consequences. Managers ability to utilize various tax-management techniques may be curtailed or eliminated in the future by tax legislation, regulation or interpretations, each of which may have retroactive effects and clients should consult their tax advisor. The sale of positions to repay borrowing on your portfolio generally could also have tax ramifications and diminish your overall tax objectives especially where you have chosen to invest in a tax aware strategy. Further, adverse tax consequences, such as those mentioned below, could, in some circumstances, exceed the potential tax benefits of a tax aware strategy. o Constructive Sales – Under the IRC, a client may be treated as recognizing a gain (but not a loss) if they hold a position that economically offsets an appreciated position (e.g., a long position in a TACS account and an offsetting short position in a different account). o Tax Straddles – Certain adverse tax consequences can apply when a taxpayer or a related party holds "offsetting positions" (e.g., a stock and an offsetting option) that substantially diminish the risk of loss from holding one position by reason of holding one or more other positions, including the suspension or elimination of realized losses, the conversion of short- term losses into long-term losses, the resetting of holding periods to zero, and the disqualification of dividends from preferential tax rates. o Wash Sales – Under the wash sale rules, the loss on the sale of a stock or security is disallowed and is instead added to the basis of the replacement security. A client’s ability to use realized losses may be limited if a client invests in multiple mandates that trade the same or substantially identical securities, and/or through accounts that are deemed to be related under the relevant tax rules and regulations ("related accounts"). In certain instances, Managers may intentionally engage in wash sales when they believe that the trades are beneficial to do so. In addition, Managers may be unable to avoid wash sales in certain circumstances. To the extent that one or more TACS accounts are managed as related for tax purposes, GSAM may limit or reduce trading across those accounts in order to avoid wash sales which may result in less loss harvesting for the accounts. The rules apply to both long and short positions. Managers are not responsible for identifying wash sales across a client’s portfolio. o Qualified Dividends – To receive preferential tax rates on dividends, a stock must be held for more than 60 days during a specific 121-day window. Clients who hold a short position in the same or similar stock directly or in a related account during this period can cause the dividend to fail to be qualified, causing it to be taxed at higher ordinary income rates. o Additional Risks Related to the TACS and GOAS Call Writing Strategy Accounts – If you maintain a TACS account and a GOAS call writing strategy account, a straddle may be created if the underlier of the call option(s) held in the GOAS call writing account is substantially similar to equity positions across your investment portfolio, as those equity positions generally may reduce the risk of loss on the call option(s). 63  o Additional Risks Related to the Tax Aware Active Extension Strategies – Tax aware Active Extension strategies (“Active Extension Strategies”), including TACS Active Extension Strategies managed by GSAM, are generally tax aware strategies that utilize both short sales and margin loans in an effort to deliver outperformance relative to the market while seeking to provide additional tax management opportunities relative to other tax aware strategies. In addition to the risks described above, the Active Extension Strategies are subject to certain other risks including short sale risk and certain tax risk. Please also refer to Item 8 – Leverage Risk. (cid:131) Short Sale Risks – The Active Extension Strategies will require that a broker dealer execute a short sale of securities chosen by Managers. If a client fails to deliver any securities sold in a long sale, the broker dealer (which could be an affiliate of GSAM) will be authorized to borrow the necessary securities to enable the broker dealer to make delivery. Clients are responsible for all costs, including borrowing fees and payments, while facing risks related to leverage, counterparty insolvency, and the potential for lenders to terminate loans unexpectedly. Please refer to Item 8 – Short Selling/Position Risk. (cid:131) Tax Risk – It is possible that the IRS could challenge the tax benefits associated with the TACS Active Extension Strategies, in which case adverse tax consequences along with interest and penalties could apply. Clients should consult their tax advisor. (cid:120) Tax Exempt Risk – The tax exempt status of municipal securities could change or be removed completely which would negatively impact the value of municipal bonds. (cid:120) Technology Sector Risks – Stock prices of technology companies may experience significant price movements as a result of intense market volatility, worldwide competition, consumer preferences, product compatibility, product obsolescence, government regulation, or excessive investor optimism or pessimism. (cid:120) Term of Investment – Preferred and Hybrid Securities usually have long maturities (often 30 years or longer) or even no maturity date at all, meaning they can remain outstanding in perpetuity. They generally are “callable,” i.e., they can be retired prior to maturity under specified terms of the bond indenture; however, this is an option of the issuer. (cid:120) Timing of Implementation Risks – There may be delays in the implementation of investment strategies, including as a result of differences in time zones and the markets on which securities trade. Whether an Advisory Account is managed on a discretionary or non-discretionary basis can also disrupt the implementation of an investment strategy, For example, certain investment strategies may be delayed or not pursued in Advisory Accounts managed on a non-discretionary basis because the client must authorize transactions before they can be executed. (cid:120) Tracking Error Risk – The performance of a client’s Thematic Portfolio could be different than the performance of, and could vary substantially from, the model portfolio due to the Thematic Portfolio’s inability to invest in certain securities as a result of legal and compliance restrictions, regulatory limits, Advisory Account restrictions put in place by the client, other restrictions applicable to the Advisory Account, reputational considerations or other reasons. (cid:120) Trade Protectionism – Advisory Accounts may be materially affected by market, economic and political conditions globally and in the jurisdictions and sectors in which they invest or operate, including economic outlook, factors affecting interest rates, the availability of credit, currency exchange rates, and trade barriers. Recent populist and anti-globalization movements, particularly in the United States, may result in material changes in economic trade and immigration policies, all of which could lead to significant disruption of global markets and could have adverse consequences on the Advisory Accounts’ investments. The imposition of tariffs, for example, can 64  lead to supply shortages and higher costs, potentially impacting their profitability and competitiveness. (cid:120) Trading on Non-U.S. Exchanges – Futures and securities traded on exchanges located outside the United States may be subject to greater counterparty risk than those traded on U.S. exchanges, financial irregularities and/or lack of appropriate risk monitoring and controls. (cid:120) Trading Restriction Risk –Temporary or permanent trading restrictions may be imposed on securities (including ADRs, ADSs, ETFs, US common stocks, exchange traded derivatives, or other securities) or options in your GOAS account. In such instances, the security or option may remain in the GOAS account and become worthless or create exposure in the GOAS account that may have a significant cost to a client. (cid:120) U.S. Treasury Securities Risk – Securities backed by the U.S. Treasury or the full faith and credit of the United States are guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate, including as changes in global economic conditions affect the demand for these securities. Additionally, it is expected that the SEC’s recent adoption of rules which will require central clearing of a broad range of cash and repurchase transactions in U.S. Treasury securities beginning on December 31, 2026 will result in significant changes in the current marketplace, which in turn will have significant effects on market participants including the Adviser and its affiliates and on the prices of U.S. Treasury securities. The full impact of these changes is uncertain. (cid:120) Underlying Portfolios Market Risk – Certain equity portfolios underlying options positions could have losses that are greater than gains in the value of the options positions in the strategy, or that losses on the option positions will occur at the same time as losses in the value of the underlying equity positions of a strategy. In addition, certain instruments, including exchange-listed and OTC put and call options, may not be liquid in all circumstances. As a result, in volatile markets, a customer will not be able to close out of some transactions without incurring losses substantially greater than the initial deposit. (cid:120) Underperformance Risk – A client’s Thematic Portfolio could underperform the broad-based equity market. The Thematic Portfolio could negatively impact a client’s total return. In addition, a structured investment strategy could underperform the underlying investments due to reasons such as the payout feature of one or more investments and the fact that such structured investments do not receive dividends. (cid:120) Valuation Risks – In valuing assets that lack a readily ascertainable market value GSAM or its agent may utilize dealer-supplied quotations or pricing models based on methodologies that are subject to error. (cid:120) Variable Annuity Risk – The Variable Subaccount are selected by the sponsor of the variable annuity and may be limited in number when compared to investment options available through GS&Co. or a third party or the Adviser may decide not to exercise discretion on, or make recommendations related to, certain Variable Subaccounts available due to regulatory restrictions or Goldman Sachs policy or practice. In attempting to implement a model investment portfolio consistent with the client’s agreed investment strategy, the performance of the client’s variable annuity may be different than the performance of the client’s other assets invested to achieve the same investment strategy because of the different investment options available through the variable annuity as compared to when GS&Co. and Fidelity acts as custodian. (cid:120) Virtual Currency/Digital Assets/Cryptocurrency Risk – Advisory Accounts may invest in virtual or “crypto” currencies and other similar digital assets, including through the use of virtual currency derivatives, ETFs and options and through private funds that invest in such assets (collectively, “Virtual Currencies”). Virtual Currencies are not legal tender in the United States and the market 65  for Virtual Currencies may be highly volatile. Virtual Currencies and related technologies are subject to various cybersecurity risks, such as hacking vulnerabilities. Virtual Currency exchanges, as well as other intermediaries, custodians and vendors used to facilitate Virtual Currency transactions, are relatively new and largely unregulated in both the United States and many foreign jurisdictions, and may have a higher level of operational risk than regulated futures or securities exchanges, including service interruptions or permanent cessation of operations due to manipulation, fraud, misappropriation of assets, government or regulatory involvement, or other reasons. Any such events could negatively impact the value of customers’ Virtual Currency. Virtual Currency derivatives face particular risks relating to margin requirements and potential restrictions on customer trading activity. Virtual Currencies currently face an uncertain regulatory landscape in the United States and many foreign jurisdictions. One or more jurisdictions may, in the future, adopt laws, regulations or directives that affect Virtual Currency networks and their users. Tax considerations may vary across global jurisdictions and could increase, rendering ownership of Virtual Currencies subject to more punitive taxation in the future. (cid:120) Volatility Risks – The prices and values of investments can be highly volatile, and are influenced by, among other things, interest rates, general economic conditions, investor sentiment, the condition of the financial markets, the financial condition of the issuers of such assets, changing supply and demand relationships, programs and policies of governments, regional or global pandemics, developments or trends in any particular industry, and political and economic events and policies worldwide. In the event that securities trading is significantly reduced or halted due to any of the foregoing or other factors, it might be difficult for an Advisory Account or underlying fund to properly value its holdings in such securities. (cid:120) Wealth Transfer Risk – If the assets in a GRAT do not outperform the IRS-imposed hurdle rate, the GRAT will not result in the desired wealth transfer. ITEM 9 – DISCIPLINARY INFORMATION In the ordinary course of its business, the Adviser and its management persons, as well as Goldman Sachs, Advisory Accounts, 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 the Adviser 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 Advisory Accounts, the Adviser 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. Information about the Adviser’s investment management affiliates is contained in Part 1 of the Adviser 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. ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Other Material Relationships with Affiliated Entities In certain cases, the Adviser 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. The Adviser manages Advisory Accounts on behalf of certain affiliated Goldman Sachs entities, which creates potential conflicts of interest related to 66  the Adviser’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. The Adviser shares resources with or delegates certain of its trading, advisory and other activities for advisory clients to affiliated entities, and portfolio management functions may be shared or moved between Affiliated Managers. Particular relationships may include, but are not limited to, those discussed below. The Adviser’s 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 the Adviser’s affiliates. Broker-Dealer The Adviser’s affiliates, Mercer Allied and GS&Co., are registered with the SEC as broker-dealers. Certain of the Adviser’s management persons and employees are registered representatives of GS&Co. and/or Mercer Allied to the extent necessary or appropriate to perform their responsibilities. When acting as a registered representative, these individuals offer brokerage services. Registered representatives of GS&Co. are eligible to receive commissions for those brokerage transactions. Brokerage services provided by a registered representative are different from advisory services offered through the Adviser. Because of the potential for the Wealth Advisors to generate a commission separate from, or in addition to fees charged by the Adviser, Wealth Advisors are incentivized to refer clients for investment in brokerage products based on the potential compensation rather than considering the client’s interest. This conflict is mitigated by the broker-dealers’ oversight of brokerage products and sales activity of its registered representatives as well as Mercer Allied, GS&Co. and its registered representatives’ obligation to act in a retail client’s best interest. Further, clients are under no obligation to conduct brokerage services through the broker-dealer which the Wealth Advisors are associated with as a registered representative. GS&Co. uses, or suggests or recommends that advisory clients use the securities, futures execution, clearing, custody or other services offered by its affiliates, including, but not limited to, GS&Co. The Adviser and GS&Co. have overlapping officers, and personnel and share office space and certain expenses. The Adviser’s affiliates, including GS&Co., receive compensation when acting as a broker-dealer executing transactions for Advisory Accounts. In addition, the Adviser’s 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. The Adviser receives certain recordkeeping, administrative and support services from other parts of GS&Co. or its affiliates. The Adviser obtains research ideas, analyses, reports and other services (including distribution services) from its affiliates. Subject to client consent to the extent required by applicable law, in certain circumstances GS&Co. enters into principal transactions, including over-the-counter derivatives transactions, for clients with its affiliates, including GSI and other affiliates of GS&Co. GS&Co.’s affiliates will earn mark-ups, mark-downs, spreads, financing fees and other charges that may be embedded in the cost of the derivative. Clients will pay these charges in addition to the advisory fee paid to GS&Co. GS&Co. and its affiliates will likely share all or a portion of their charges and fees with each other and with their affiliates and employees, which could create an incentive to make execution decisions based on their interest in receiving a share of such charges and fees. For additional information about principal trading, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions – Firm Policies, Regulatory Restrictions and Certain Other Factors Affecting Advisory Accounts. Advisory Accounts will generally execute all transactions through GS&Co. or Fidelity as custodian as further described in Item 12 – Brokerage Practices – Broker-Dealer Selection and Directed Brokerage. Subject to client consent as required by applicable law, GS&Co. or its affiliates may engage in principal transactions 67  with Advisory Accounts that are not Retirement Accounts with GS&Co. as custodian. For additional information about principal trading, see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. 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 the Adviser or its affiliates except as described in Item 5 – Fees and Compensation. Goldman Sachs will likely share all or a portion of any Execution Charges with its affiliates and Goldman Sachs employees, including the Adviser and their Wealth Advisors, which could create an incentive to make execution decisions based on their interest in receiving a share of Execution Charges. For accounts offered through the Adviser, but managed by GSAM, transactions are executed according to GSAM’s policies and procedures regarding execution of trades. 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 the Adviser, is updated from time to time and is available at https://www.goldmansachs.com/disclosures/ecns-disclosure.html. Consistent with its duty to seek best execution for the Advisory Accounts, the Adviser, 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 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. The Adviser’s affiliates may receive payments from “preferenced” registered market makers related to these exchange-sponsored marketing fee programs. The amount of such payments varies. The Adviser will effect trades for an Advisory Account through such ECNs/Trading Venues only if the Adviser reasonably believes that such trades are in the best interest of the Advisory Account and that the requirements of applicable law have been satisfied. As discussed in further detail in Item 12 – Brokerage Practices, the Adviser 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, the Adviser 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, the Adviser 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. 68  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 Goldman Sachs’ trading on or membership to various trading platforms or venues or interactions with certain service providers (including depositaries and messaging platforms), Goldman Sachs and its affiliates, in certain cases, receive interests, shares or other economic benefits from such service providers. Mercer Allied primarily distributes Variable Products. In reviewing Variable Products that it makes available to clients, Mercer Allied generally reviews issuing insurance companies’ credit rating, competitiveness of product, client service resources and general processes for manager selection for Variable Subaccounts. The Adviser generally does not presently provide advice on or recommendations of individual Variable Subaccounts. See Item 4 – Advisory Business – Other Offerings – Fixed and Variable Insurance and Annuities. In no case do Mercer Allied or the Adviser determine what Variable Subaccount options are made available by insurance companies. Variable Subaccounts are not custodied at Goldman Sachs. The Adviser does not have discretion to allocate premiums on behalf of policy owners and any assessment as to whether a particular Variable Subaccount fits within the annuity owner’s investment objectives or any decision to allocate additional premiums to a particular Variable Subaccount must be determined solely by the policy owner. Implementation of a model portfolio using any Variable Subaccounts is based on the information provided by the issuing carrier and/or third-party database providers and the Adviser has not verified the accuracy or completeness of any performance or other information provided by or about the Variable Subaccount. Performance of a Variable Product may be adversely impacted if the policy owner does not allocate a Variable Product to one or more Variable Subaccounts. Past performance of Variable Subaccounts may not be indicative of future results. Investment Companies and Other Pooled Investment Vehicles The Adviser and certain of its affiliates, including GSAM, 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 Variable Subaccounts 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 Goldman Sachs personnel are also directors, trustees and/or officers of these investment companies and other pooled investment vehicles. The Adviser 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 Goldman Sachs for investment advisory, brokerage or other services. Except as otherwise agreed, clients of the Adviser and its affiliates may invest in these investment companies and other pooled investment vehicles offered by Goldman Sachs without paying fees to the Adviser. For entities where the Adviser or its affiliates 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 5 – Fees and Compensation. Other Investment Advisers The Adviser 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: GS&Co., GSAM, and Goldman Sachs Asset Management International (“GSAMI”). The Adviser 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. The Adviser and its affiliates will receive compensation in connection with such relationships. For additional information on compensation earned when clients select other investment advisers, see Item 10 – Receipt of Compensation from Investment Advisers below. Where permissible by law, the Adviser and its affiliates 69  share resources in connection with providing investment advisory services, including credit analysis, execution services and trade support. The Adviser’s personnel may recommend the investment advisory services of the Adviser’s affiliates, including, but not limited to, GS&Co. and GSAM to their clients. The Adviser, and Wealth Advisors who make referrals and participate in the Adviser’s compensation plans, receive compensation for referring clients to such affiliates, and vice versa. Where the Adviser refers clients to affiliated advisers, including, but not limited to, GS&Co., GSAM, and GSAMI, in connection with certain services it receives referral fees subject to applicable law and compensates its employees for such referrals. From time to time, the Adviser also refers clients to certain unaffiliated investment advisers. In such instances, the investment adviser (including GS&Co.) pays the Adviser a portion of the investment management fee charged to the client. Manager selection and ongoing due diligence of unaffiliated mutual funds and ETFs used in strategies managed by the Adviser are performed by GSAM. Clients may be offered access to advisory services through GS&Co., GSAM, or 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 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 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 and/or GSAMI may be buying while clients are selling, or vice versa. Therefore, it is possible that accounts managed by GSAM or GSAMI could sustain losses during periods in which accounts managed by the Adviser achieve significant profits on their trading, and vice versa. Subject to applicable law, the Adviser 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. The Adviser may also move or share portfolio management between affiliated advisers. This might include the movement of portfolio managers from the Adviser to an affiliated adviser or the transfer of management of the portfolio to a management team within an affiliated adviser. A copy of the brochures of GS&Co., GSAM, 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 the Adviser. Financial Planner The Adviser provides Financial Planning services, Investment Management, financial education and other services primarily to employees, members or participants of Corporate Partners or Community-Based Partners. 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 and GSAMI. If permitted by law and applicable regulation, the Adviser buys, sells and/or clears futures and swaps on behalf of its Advisory Accounts through itself or its CFTC-registered affiliates and these affiliates will receive commissions in connection with such transactions. The Adviser also utilizes the services of these affiliates in connection with foreign exchange transactions for certain Advisory Accounts. 70  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 Board. GS Bank is a Federal Deposit Insurance Corporation (“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 certain clients of the Adviser. GS Bank benefits from the use of Securities-Based Loans by charging interest on those loans. The Adviser and certain Advisory Personnel will 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 the Adviser and its Advisory Personnel since the Adviser and certain Advisory Personnel have an economic interest in the loans. Such compensation is in addition to compensation the Adviser and certain Advisory Personnel receive from the investment advisory fee charged by the Adviser 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. The Adviser 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. 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 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. 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. 71  Trust Companies. GSTC and GSTD provide personal trust and estate administration and related services to certain 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. The Adviser recommends that clients appoint GSTC or GSTD as a trustee. Insurance Company or Agency The Adviser’s affiliate, ASA (and previously ASIA) engages 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 and disability insurance contracts for separate compensation. ASA and ASIA also provide agent of record servicing of insurance contracts. ASA and ASIA participate or participated in the distribution of insurance securities through an insurance networking agreement with Mercer Allied. Commissions are paid to ASA, ASIA and Mercer Allied by insurance companies for the placement and distribution of insurance and annuity products. These commissions are paid to ASA, ASIA or Mercer Allied for acting as an insurance producer, retail distributor and/or wholesale distributor. In addition, compensation from the insurance companies might also include various incentives in addition to standard commissions or referral fees, including contingent commissions, and other awards and bonuses, such as trips, expense allowances, marketing allowances, training and education. Incentive or contingent compensation is based upon a variety of factors including the level of aggregated premiums, client retention, revenue growth, overall profitability, or other performance measures pre-established by insurance companies. This incentive or contingent compensation is not tied to any individual transaction. In limited circumstances, ASA, ASIA or Mercer Allied receive compensation from insurance companies in the form of servicing or distribution fees for these products. Different compensation arrangements are in place for ASA, ASIA, Mercer Allied and their affiliates and individual Wealth Advisors for the same or similar insurance products depending on the relationship between the insurance company and agency that sold the insurance product, and the affiliate and Wealth Advisors. If Wealth Advisors can refer a client to any of ASA, Mercer Allied or to any third party for the purchase of an insurance product, these different compensation arrangements create a conflict of interest. Advisory clients are not obligated to use the Adviser’s affiliated persons to purchase insurance or annuities. The Adviser compensates certain licensed Wealth Advisors and make payments as directed by GS&Co. to such personnel of GS&Co., for referring clients to ASA. In some instances, Wealth Advisors are not compensated directly for such referrals but the referral may contribute to overall company profitability which could impact any discretionary bonus paid to such Wealth Advisors. The compensation received by the Adviser and such personnel varies and is dependent on the insurance company and product purchased. Such compensation creates a conflict of interest that gives the Adviser and such Wealth Advisors and GS&Co. personnel an incentive to recommend such insurance policies and annuities, based on the compensation received. Recommendations to purchase or exchange insurance products are made by the Adviser’s personnel solely in their capacity as licensed insurance agents or, in the case of variable annuities or variable insurance products, in their capacity as registered representatives of Mercer Allied and such recommendation does not result in an investment advisory relationship with the Adviser or any affiliate, and neither the Adviser nor any affiliate has a corresponding fiduciary duty with respect to such clients with respect to such recommendation. The Adviser’s affiliates do not use any separate investment advisory agreement when distributing insurance. See Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for a description of services related to Variable Subaccounts. Certain life insurance policies and annuity contracts, including Variable Products, offer an allocation option reflecting the performance of an Index (defined below) sponsored by or otherwise supported by the Adviser’s affiliates. The Adviser’s affiliates receive compensation if any portion of the policy or contract’s 72  account value is allocated to that option. Such compensation is not paid to the Adviser, Mercer Allied, ASA, ASIA or any Wealth Advisor. ASA and ASIA continue to provide agent of record services to certain policy owners, including those who have terminated their financial management services or Advisory Accounts. However, such agent of record services are primarily administrative, and do not include any fiduciary advice, including investment advice or education related to separate accounts underlying Variable Products or otherwise. The Adviser, ASA and ASIA have overlapping officers and share office space and expenses. 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. Trustee Activities The Adviser and Wealth Advisors generally will not assume a position of trust for a client or client account, such as being named executor or trustee for a client account, or holding power of attorney on a client’s behalf. This exclusion does not include accounts for clients who are family members of the Wealth Advisors; in which case the Wealth Advisors will serve as trustee for a family member’s account. Management Persons; Policies and Procedures Certain of the Adviser’s management persons also hold positions with one or more Goldman Sachs affiliates. In these positions, those management persons of the Adviser 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 the Adviser and these affiliates, the management persons of the Adviser are subject to the same or similar potential conflicts of interest that exist between the Adviser and these affiliates. The Adviser has established a variety of restrictions, policies, procedures and disclosures designed to address potential conflicts that arise between the Adviser, its management persons and its affiliates. These policies and procedures include: information barriers designed to prevent the flow of information between the Adviser, 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 the Adviser’s current policies and procedures, or any policies and procedures that are established by the Adviser 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 11 – 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 (“GSAM Strategies”). 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 or its affiliates act as investment adviser (the “GSAM ETFs”) seek to track the performance of an Index. The Adviser, from time to time, manages Advisory Accounts that invest in these GSAM ETFs, which may facilitate the GSAM ETFs achieving a specified size or scale. Goldman Sachs may make payments to an investor that contributes seed capital to a GSAM 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 73  Goldman Sachs (and not the applicable GSAM ETF). Seed investors may contribute all or a majority of the assets in a GSAM ETF. There is a risk that such seed investors may redeem their investments in the GSAM ETF, particularly after payments from Goldman Sachs have ceased. Such redemptions could have a significant negative impact on the GSAM ETF, including on its liquidity and the market price of its shares. 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 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 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, the Adviser 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 The Adviser 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, as each is defined in Item 4 – Advisory Business – Investment Management Services. The ability to recommend both Affiliated Managers and Unaffiliated Managers creates potential conflicts for the Adviser and could impact its decisions regarding Manager selection when affiliation is considered by the Adviser, 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. The Adviser 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 the Adviser selects or recommends certain Unaffiliated Managers over other Unaffiliated Managers, as 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. The Adviser 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 Managers 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 74  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 (or their portfolio companies or affiliates) generally also results in the Adviser 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, the Adviser 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 and GSAMI, the Adviser has an incentive to allocate or recommend the assets of Advisory Accounts to Affiliated Managers. For particular asset classes or investment strategies, the Adviser’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 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. The Adviser 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 the Adviser out of compensation the Adviser receives from the client. In such circumstances, any reduction in the compensation payable to the Managers will inure to the benefit of the Adviser, and not to the client. This fee structure incentivizes the Adviser 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 the Adviser, 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 Goldman Sachs 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 Goldman Sachs 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 75  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. The Adviser addresses these conflicts of interest in a manner that is consistent with its fiduciary duties. In particular, the Adviser limits the conflicts of interest associated with selecting between the Third-Party Funds and affiliated mutual funds by seeking to implement a compensation structure where the compensation paid to Wealth Advisors does not vary based on whether the Advisory Account invests in a Third-Party Fund or an affiliated fund in the same asset class. ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics and Personal Trading The Adviser has adopted a Code of Ethics (“Code”) under Rule 204A-1 of the Advisers Act designed to provide that Wealth Advisors, and certain additional personnel who support the Adviser 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. The Adviser provides a copy of the Code to clients or prospective clients upon request. Additionally, all personnel of the Adviser, including Wealth Advisors, are subject to firm-wide policies and procedures regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading. The Adviser requires pre-clearance of certain personal securities transactions, both public and private, by Wealth Advisors and the Adviser can deny any such transaction in its discretion. In addition, the Adviser 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 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 76  Goldman Sachs or other Accounts (including Advisory Accounts). Additionally, as described below, the Adviser 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. See Item 11 – Differing Advice and Competing Interests below. 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 the Adviser or Goldman Sachs may have now or in the future. Prior to making an investment in a pooled investment vehicle, prospective investors are encouraged to read the offering materials relating to such pooled investment vehicle. Goldman Sachs Acting in Multiple Commercial Capacities to such business relationships, and/or 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 the Adviser. 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 influencing Goldman Sachs’ selection or be adverse recommendation of certain investment products and/or strategies over others. See also Item 11 – Allocation of Investment Opportunities below. 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 the Adviser) 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. Goldman Sachs may also be incentivized to provide products or services to the employees, members or participants of certain Corporate Partners at much lower or fee-waived rates because of certain tangible or 77  intangible benefits Goldman Sachs may receive or other relationships Goldman Sachs may have with such Corporate Partner. Such lower or fee-waived rates are not made available to other clients. 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 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 for 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 Item 11 – Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure below. 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 Item 11 – Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure below. In addition, underwriters, placement agents or managers of 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, the Adviser 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 78  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 serves on creditor or equity committees. It should be expected that these actions, for which Goldman Sachs may be compensated, will limit or preclude the flexibility that the Advisory Account otherwise has to buy or sell securities issued by those companies. 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 Item 11 – Considerations Relating to Information Held by Goldman Sachs below. Potential Conflicts Related to Lending and Loan Syndication Goldman Sachs operates in the debt markets, including the leveraged finance markets, and is an active arranger of senior and mezzanine financings in the syndicated loan market and the high yield market for financing acquisitions, recapitalizations and other transactions. From time to time, an Advisory Account will invest in transactions in which Goldman Sachs acts as arranger and receives fees in connection with these financings. In certain instances, an Advisory Account will purchase loans and/or debt securities and receive representations and warranties directly from the borrower, while in other instances, an Advisory Account will need to rely on a private placement memorandum from Goldman Sachs or others, and purchase such loans and/or debt securities at different times and/or terms than other purchasers of such loans. When an Advisory Account purchases such loans from Goldman Sachs and Goldman Sachs receives a fee from a borrower or an issuer for placing such loans and/or debt securities with an Advisory Account, certain conflicts of interest arise. 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, 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, 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 the Adviser does from the particular Advisory Accounts, Goldman Sachs, including through the Adviser, 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 79  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 the Adviser, GS&Co., and GSAM). 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, 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 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. 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, the Adviser may take into account Goldman Sachs’ interests in maintaining its relationships and business dealings with such persons. As a result, the Adviser 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 Advisory Personnel 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 Advisory Personnel to take or refrain from taking certain actions on behalf of Advisory Accounts. 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 80  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. Certain Wealth Advisors have accounts managed by the Adviser and/or invest in the same securities that are recommended to clients or held in client accounts. Wealth Advisors may also hold securities and are able to trade for their own accounts contrary to financial guidance provided to clients. If Wealth Advisors have hired the Adviser 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. Conflicts Relating to Strategies Managed by Ayco PMG Strategies managed by Ayco PMG in some cases are focused on one or more asset classes or strategies or are limited to certain types of investment products (for example, strategies consisting solely of ETFs or mutual funds). Strategies provided by Ayco PMG are informed by the strategic allocation framework of ISG. Such strategies may differ from, and may experience different performance than, strategies or model portfolios offered by affiliates of the Adviser. If a strategy includes ETFs or mutual funds, in selecting such products for inclusion, it should be expected that Ayco PMG will select Affiliated Products without considering External Products or canvassing the universe of External Products, even though there may (or may not) be one or more External Products that may be more appropriate for inclusion, unless Ayco PMG determines, in its sole discretion, that an Affiliated Product is not available in the relevant asset class / sub- asset class. In the event an Affiliated Product is not available in the relevant asset class / sub-asset class, Ayco PMG may consider certain External Products in its discretion, although Ayco PMG will not canvas the universe of External Products. Notwithstanding the foregoing, Ayco PMG may, but should not be expected to, consider any External Products. Ayco PMG will not be obligated to, and will not, take into account the tax status, investment goals or other characteristics of any specific person when compiling the strategies. To the extent Ayco PMG includes an External Product in a strategy, it generally expects to evaluate such External Product only from an investment perspective, which will solely consist of a review of the External Product’s benchmark index, the size of the External Product, tracking error relative to the benchmark index, performance and liquidity profile as applicable (e.g., market capitalization and average daily trading volume) and transaction costs, among other factors. See Item 11 – Affiliated Products/External Products below. The Adviser and/or its affiliates will benefit from the subscription by clients in Affiliated Products because Goldman Sachs (including the Adviser) will generally receive compensation in connection with the management of Affiliated Funds included in a strategy. The Adviser is incentivized to include Affiliated Funds in strategies and disincentivized to remove Affiliated Funds. Furthermore, inclusion of Affiliated Products in strategies raises additional conflicts and risks similar to those described above in this Item 11 – Affiliated Products / External Products below. Additionally, on a limited basis Ayco PMG manages legacy strategies based on models provided by third parties. Allocation of Investment Opportunities The Adviser and its Advisory Personnel manage multiple Advisory Accounts, including Advisory Accounts in which Goldman Sachs and its Personnel have an interest, that pay different fees based on a client’s particular circumstances, including the size of the relationship and required service levels. This creates an 81  incentive to allocate investments with limited availability to the Accounts for which the Adviser and its Advisory Personnel have an interest or receive higher fees. Such investments may include local and emerging markets securities, high yield securities, fixed-income securities, interests in Alternative Investment funds, MLPs and initial public offerings and new issues. To address these potential conflicts, the Adviser has developed allocation policies and procedures that provide that Advisory Personnel making portfolio decisions for Advisory Accounts will make investment decisions for, and allocate investment opportunities among Advisory Accounts consistent with their fiduciary obligations. In some cases, these policies and procedures could result in the pro rata allocation (on a basis determined by the Adviser) of limited opportunities across eligible Advisory Accounts, but in other cases such allocation may not be pro rata. In other cases, the allocations reflect the consideration of numerous other factors including, but not limited to, those described below. The allocation methodology varies based on the type of investment opportunity. In some cases, Advisory Accounts managed by different teams of Advisory Personnel are generally viewed separately for allocation purposes. Furthermore, certain investment opportunities sourced by the Adviser, or Goldman Sachs businesses or divisions outside of the Adviser, may be allocated to Goldman Sachs for its own account or investment vehicles organized to facilitate investment by its current or former directors, partners, trustees, managers, members, officers, employees, and their families and related entities, including employee benefit plans in which they participate, and current consultants and not to client accounts. Advisory Personnel make allocation-related decisions by reference to one or more factors, including, without limitation, the client’s overall relationship with the Adviser; Account investment objectives, investment horizon, financial circumstances and risk tolerance; timing of client’s subscription to or indication of interest in the investment; the capacity of the investment; whether Advisory Accounts give the Adviser discretion or request client approval for investments; current and expected future capacity of applicable Advisory Accounts; prior investment activity; tax sensitivity of Accounts; the client’s domicile; suitability considerations; the nature of the investment opportunity; cash and liquidity considerations, including, without limitation, availability of cash for investment; relative sizes and expected future sizes of applicable Advisory Accounts; availability of other appropriate investment opportunities; legal and regulatory restrictions affecting certain Advisory Accounts, including client eligibility; minimum denomination, minimum increments, de minimis threshold and round lot considerations; client-specific investment guidelines and restrictions; current investments made by clients that are similar to the applicable investment opportunity; and the time of last trade. There will be some instances where certain Advisory Accounts receive an allocation while others do not or where preferential allocations are given to clients with a proven interest or expertise in a certain sector, company or industry, or for other reasons, including those set forth above. Additionally, certain Wealth Advisors, as part of their investment style, choose not to participate in IPOs for any clients, choose to participate in IPOs for clients if they believe such investments are consistent with the client’s investment objectives and financial circumstances, choose to offer participation to only a small group of clients based upon criteria, such as assets under management, or choose to adopt another methodology. From time to time, the Adviser will make allocations to certain Advisory Accounts before other Advisory Accounts based on a rotational system reasonably designed to treat Advisory Accounts fairly and equitably over time. As a result of the various considerations above, there will be cases in which certain Advisory Accounts (including Advisory Accounts in which Goldman Sachs and personnel of Goldman Sachs have an interest) receive an allocation of an investment opportunity (including an investment opportunity sourced by or available from GSAM or affiliates of GSAM) at times that other Advisory Accounts do not, or when other Advisory Accounts receive an allocation of such opportunities but on different terms (which may be less favorable). In addition, due to regulatory or other considerations, the receipt of an investment opportunity by certain Advisory Accounts may restrict or limit the ability of other Advisory Accounts to receive an allocation of the same opportunity. The application of these considerations may cause differences in the performance of different Advisory Accounts that employ the same or similar strategies. Certain Advisory Accounts may be unable to participate directly in particular types of investment opportunities (including those sourced by or available from GSAM or affiliates of GSAM), such as certain 82  types of loans, due to the nature and/or size of the Advisory Accounts, or limitations or prohibitions in applicable loan or transaction documentation. In addition, certain Advisory Accounts may be limited due to the timing or specific nature of the particular investment opportunity. Such Advisory Accounts may only be able to access such investment opportunities indirectly through an investment in an Advisory Account that is a pooled investment vehicle managed by GSAM, which investment would result in additional management fees and/or performance-based compensation payable to GSAM. In certain cases, one or more funds or other advisory accounts (“Primary Vehicles”) are intended to be GSAM’s primary investment vehicles focused on, or receive priority with respect to, a particular strategy or type of investment (as determined in GSAM’s discretion, and including investments sourced by or available from GSAM or affiliates of GSAM) as compared to other funds or Advisory Accounts. In such cases, such other funds or Advisory Accounts may not have access to such strategy or type of investment, or may have more limited access than would otherwise be the case. For example, access to such strategies or types of investments may only be available to certain Advisory Account clients through an investment in a Primary Vehicle, which investment would result in additional management fees and/or performance-based compensation payable to GSAM. In addition, other Accounts (including Accounts in which Goldman Sachs and personnel of Goldman Sachs have an interest) participate (through GSAM or through other areas of Goldman Sachs) in investment opportunities that would be appropriate for such funds or other Advisory Accounts. Participation by such Accounts in such transactions may reduce or eliminate the availability of investment opportunities to, or otherwise adversely affect, Advisory Accounts. Furthermore, in cases in which one or more funds or other advisory accounts are intended to be GSAM’s primary investment vehicles focused on, or receive priority with respect to, a particular trading strategy or type of investment, such funds or other advisory accounts have specific policies or guidelines with respect to Advisory Accounts, other Accounts or other persons receiving the opportunity to invest alongside such funds or other advisory accounts with respect to one or more investments (“Co-Investment Opportunities”). As a result, certain Advisory Accounts, other Accounts or other persons will receive allocations to, or rights to invest in, Co- Investment Opportunities that are not available generally to other Advisory Accounts. Further, the Adviser or its affiliates, under limited circumstances, use model portfolios and research or research lists, including those provided by GSAM or third parties, when managing Advisory Accounts. Certain Advisory Accounts have the opportunity to evaluate or act upon recommendations (including recommendations in model portfolios) before other Advisory Accounts, including those advised by the same adviser providing the recommendations and other personnel may have already begun to trade based upon the recommendations. As a result, trades ultimately placed on behalf of Advisory Accounts based upon such recommendations are subject to price movements, particularly with orders that are large in relation to the security’s trading volume. In these circumstances, it should be expected that Advisory Accounts that act on recommendations later will receive less favorable prices than were obtained for other accounts. This could occur because of time zone differences or other reasons that cause orders to be placed at different times. In addition, model portfolios available through Goldman Sachs affiliates might not be available through the Adviser, and vice versa, and might experience different performance than other model portfolios. See Item 11 – Differing Advice and Competing Interests above. See also Item 12 – Brokerage Practices – Aggregation of Orders for information regarding the allocation of securities or proceeds relating to orders that are executed on an aggregated basis. From time to time, some or all Advisory Accounts are offered investment opportunities that are made available through Goldman Sachs businesses outside of the Adviser, including, for example, interests in real estate and other private investments. In this regard, a conflict of interest will exist to the extent that Goldman Sachs controls or otherwise influences the terms and pricing of such investments and/or receives fees or other benefits in connection therewith. Please see Item 11 – Goldman Sachs Acting in Multiple Commercial Capacities above. Goldman Sachs businesses outside of the Adviser are under no general or other obligation or duty to provide investment opportunities to any Advisory Accounts, and generally are not expected to do so. Further, opportunities sourced by particular portfolio management teams within the Adviser may not be allocated to Advisory Accounts managed by such teams or by other teams. It should be expected that opportunities not allocated (or not fully allocated) to Advisory Accounts will be undertaken by Goldman 83  Sachs, including for Accounts, or made available to other Accounts or third parties. See Item 11 – Differing Advice and Competing Interests above. Even in the case of an opportunity received by an Advisory Account pursuant to contractual requirements, the Adviser may decide in its discretion that the Advisory Account will not participate in such opportunity for portfolio construction reasons, due to the terms of such Advisory Account, or because the Adviser determines that participation would not be appropriate for such Advisory Account for other reasons, in which case the Adviser may allocate such opportunity to another Advisory Account. Principal Trading and Cross/Agency Cross Transactions with Advisory Accounts When permitted by applicable law and the Adviser’s policy, the Adviser, 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 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 the Adviser, on behalf of an Advisory Account, engages in a transaction in 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 the Adviser 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 the Adviser’s internal polices relating to these transactions which could limit the Adviser’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 Item 11 – 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. The Adviser 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 84  any time by written notice to the Adviser, and any such revocation will be effective once the Adviser 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 Managers as well as Wealth Advisors or other personnel of Goldman Sachs 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; (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 Item 11 – 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 clients or GSAM covered institutional 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 and Markets Division would generally not be reviewed by XIG. Advisory Personnel utilize different processes for the selection of Affiliated Products and External Products for inclusion on an investment platform. 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 the Adviser, 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 85  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. 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 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. See also Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss – General Risks Applicable to Advisory Accounts – Risks Associated with Investments in Affiliated Products. After investment products have been approved for offering by the Adviser, 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 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 Item 11 – 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 86  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 Item 11 – 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 investment 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. The Adviser, therefore, is incentivized to allocate Advisory Account assets to Affiliated Products, rather than to External Products. Similarly, the Adviser is disincentivized to consider or recommend the removal of an Advisory Account’s assets from, or the modification of an 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, the Adviser 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 the Adviser to select or recommend certain Affiliated Products over other Affiliated Products. For information regarding fees and compensation, see Item 5 – 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 be 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 clients (including 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 Item 11 – Differing Advice and Competing Interests; Allocation of Investment Opportunities above. Goldman Sachs 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 87  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 Item 11 – Differing Advice and Competing Interests above. See also Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss – General Risks Applicable to Advisory Accounts – Options Risk. Subject to applicable law, Goldman Sachs 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 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 Item 11 – Differing Advice and Competing Interests above, and Item 11 – 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 the Adviser and its affiliates than to investors or beneficiaries unaffiliated with the Adviser. 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 Item 11 – 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 the Adviser) 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 Item 11 – Goldman Sachs Acting in Multiple Commercial Capacities above. 88  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 the Adviser) 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 the Adviser), or an Account participates, Goldman Sachs (including the Adviser) 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 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 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 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, 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 89  transactions in, or Advisory Accounts using small capitalization, emerging market, distressed or less liquid strategies. Valuation The Adviser 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 the Adviser. This is particularly the case in respect of difficult-to-value assets, including but not limited to alternative investments. The Adviser 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 the Adviser, 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. This is particularly the case with difficult-to-value assets. The Adviser faces a conflict with respect to valuations generally because of their effect on the Adviser’s fees and other compensation. In addition, to the extent the Adviser utilizes third-party vendors to perform certain valuation functions, these vendors may 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 the Adviser, 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 the Adviser or an affiliate. Such in-sourcing or outsourcing may give rise to additional conflicts of interest. For example, the Adviser will have an incentive to outsource services for which costs are borne by Advisory Accounts because such outsourcing would reduce the Adviser’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, Goldman Sachs 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 the Adviser) or on other Advisory Accounts, or where 90  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 significant cost to, or administrative burden on, Goldman Sachs (including the Adviser) 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. The Adviser 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 Advisory Accounts). 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 the Adviser, GS&Co., and GSAM 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 in which Goldman Sachs invests on behalf of Advisory Accounts may have duties to the portfolio company 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, the Adviser 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 the Adviser, might cause the Adviser to not make such investment, to seek to dispose of, retain or increase interests in such investments, or take other actions. Any decision by the Adviser 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 may not be permitted to redeem from an investment fund in 91  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, clients may partially or fully fund a new Advisory Account with in-kind securities in which the Adviser is restricted. The list of restricted in-kind securities is subject to change over time and without notice. In such circumstances, the Adviser 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 the Adviser 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 the Adviser to cause an Advisory Account to sell its position in a particular investment at an inopportune time and/or when the Adviser 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. In order to engage in certain transactions on behalf of Advisory Accounts, Goldman Sachs 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 the Adviser 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 the Adviser 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, the Adviser 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, the Adviser, advisers or underlying funds or the Advisory Account. The Adviser will comply with requests to disclose such information as it so determines, including through electronic delivery platforms. In some instances, the Adviser 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. The Adviser 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 92  Sachs, an Account or their activities. See Item 11 – 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 the Adviser. As a result of information barriers, the Adviser 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 the Adviser, and generally will not manage their client accounts with the benefit of information held by the Adviser. 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 the Adviser. 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.” The Adviser faces conflicts of interest in determining whether to engage in such wall crossings. In addition, Goldman Sachs or the Adviser may 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, 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 the Adviser to engage in or otherwise effect transactions on behalf of Advisory Accounts (including purchasing or selling securities that the Adviser 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 the Adviser, the Adviser limits an activity or transaction for Advisory Accounts, including Advisory Accounts managed by portfolio management teams other than the team holding such information. See Item 11 – Differing Advice and Competing Interests; Firm Policies, Regulatory Restrictions and Certain Other Factors Affecting Advisory Accounts above. 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 the Adviser and Goldman Sachs will take views, and make decisions or recommendations, that are different than other areas of the Adviser 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 the Adviser 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 the Adviser (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 Item 11 – Differing Advice and Competing Interests above. 93  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 the Adviser. 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 the Adviser. 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 the Adviser, might cause the Adviser 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 the Adviser or Wealth Advisors involved in decision-making for Advisory Accounts. The conflicts described herein with respect to information barriers and otherwise with respect to Goldman Sachs and the Adviser also apply to Asset & Wealth Management, as well as to the businesses within Asset & Wealth Management, including the Adviser. Financial Incentives in Selling Insurance Products The Adviser’s affiliated broker-dealer, Mercer Allied, and the Adviser’s affiliated insurance agencies, ASA and ASIA receive insurance commissions from insurers for the distribution of fixed and variable insurance policies and annuities, which inure to the benefit of the Adviser. The receipt of remuneration by the Adviser’s affiliates creates a conflict of interest between the fiduciary duty the Adviser owes to clients in offering investment advice, including any recommendation to implement insurance strategies, and the interests of the Adviser and its affiliates, namely the benefits that the Adviser’s affiliates will receive on the policy and/or annuity distribution. Additionally, Wealth Advisors licensed as insurance agents receive compensation for referring clients to Mercer Allied or ASA. Such compensation will vary depending on the type of product purchased. Different compensation arrangements are in place for ASA, ASIA and Mercer Allied, and their affiliates and individual Wealth Advisors for the same or similar insurance products depending on the relationship between the insurance company and agency that distributed the insurance product, and the affiliate and the Wealth Advisors. If Wealth Advisors can refer a client to ASA, Mercer Allied or to any third party for the purchase of an insurance product, these different compensation arrangements create a conflict of interest. ITEM 12 – BROKERAGE PRACTICES Broker-Dealer Selection and Directed Brokerage Investment Management services provided by the Adviser custodied with GS&Co. or Fidelity are generally available only to clients who have directed the Adviser to execute transactions for their Advisory Accounts through GS&Co. or Fidelity, respectively. As a result, substantially all transactions for Advisory Accounts are executed by GS&Co. or Fidelity, as applicable. These transactions can be effected by GS&Co., as agent or as principal, or Fidelity. The Execution Charges charged by the different custodians may differ and result in lower prices on one custodian platform versus the other. Execution Charges can also differ depending on the client’s pricing model. See Item 5 – Fees and Compensation. Where an Advisory Account directs brokerage to GS&Co. or Fidelity, it is possible that the Adviser may be unable to achieve most favorable execution for client transactions, and the Advisory Account may be disadvantaged as a result of a less favorable execution price. Clients should understand that not all advisers require their clients to direct brokerage to a particular broker-dealer. In limited circumstances, the Adviser or its affiliates will decide to execute transactions through a broker- dealer that is not Fidelity or GS&Co. Where the Adviser or its affiliates select a broker-dealer other than 94  GS&Co. or Fidelity to execute transactions for an Advisory Account, they do so consistent with their best execution policies and procedures. Subject to any specific instructions that the Adviser accepts from clients, the Adviser may take into account a range of factors in deciding how to execute client orders, including, but not limited to, price; costs; timing and speed of execution; responsiveness; track record; quality of service; confidentiality; creditworthiness and financial stability; likelihood of, and capabilities in, execution, clearance and settlement; size; liquidity in or with an execution venue; nature; in certain circumstances, a broker’s or counterparty’s willingness to commit capital and, where permitted by applicable law, the provision of research and “soft dollar” benefits, if any, as described below; and other appropriate factors. Best price, giving effect to commissions and commission equivalents (if any) and other transaction costs, is normally an important factor in deciding how to execute transactions, but, in consideration of other relevant factors and due to applicable legal and/or regulatory restrictions, transactions will not always be executed at the lowest available price or commission or commission equivalents (if any). In determining the relative importance of factors considered, the Adviser takes into account the size and nature of client orders, the characteristics of the financial instruments to which the order relates, the current market conditions, and the characteristics of the available brokers or counterparties which can be used or to which client orders can be directed. Where the Adviser selects or recommends a broker-dealer other than Fidelity or GS&Co., the Adviser does not consider whether it or any of its affiliates receives client referrals from that broker-dealer. When placing orders with any broker or counterparty, including its affiliates, the Adviser may, in accordance with applicable law, give permission for such broker to trade along with or ahead of Advisory Account orders (i.e., determine not to opt-in to the protections afforded under Financial Industry Regulatory Authority Rule 5320). When acting as agent or counterparty, the Adviser’s affiliate will generally charge the client a commission, mark-up, mark-down, or other commission equivalent. To the extent that transactions are effected through GS&Co., Fidelity or other broker-dealers, those broker- dealers may have commercial interests in transactions that are adverse to Advisory Accounts, such as obtaining favorable commission rates, mark-ups and mark-downs, other commission equivalents and lending rates and arrangements. No accounting to Advisory Accounts will be required, and broker-dealers including GS&Co. will be entitled to retain all such fees and other amounts and no advisory fees or other compensation will be reduced thereby. When Fidelity acts as custodian for Advisory Accounts, Fidelity provides the Adviser with “institutional platform services.” The institutional platform services include, among others, brokerage, custody, and other related services. Fidelity's institutional platform services include software and other technology that: (i) provides access to client account data (such as trade confirmations and account statements); (ii) facilitates trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provides research, pricing and other market data; (iv) facilitates payment of fees from its clients’ accounts; and (v) assists with back-office functions, recordkeeping and client reporting. Fidelity currently provides the Adviser with a discount on the Adviser’s cost to use a digital financial planning program owned by an affiliate of Fidelity, but it is expected that that this discount will terminate in the future. Fidelity also offers other services intended to help the Adviser manage and further develop its advisory practice. Such services include, but are not limited to, performance reporting, contact management systems, third- party research, publications, access to educational conferences, roundtables and webinars, practice management resources, access to consultants and other third-party service providers who provide a wide array of business related services and technology with whom the Adviser may contract directly. Fidelity generally does not charge the Adviser separately for custody services but is compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through Fidelity or that settle into Fidelity accounts. Where, the Adviser manages an Advisory Account that transitioned from GS PFM with Fidelity as custodian, execution and related services are generally handled in accordance with the terms of the legacy arrangements with Fidelity for such Advisory Account. Executions for certain accounts that transitioned 95  from GS PFM are handled through a registered investment adviser that provides a third-party technology platform. Research and Other Soft Dollar Benefits The Adviser is not currently receiving soft dollar benefits in connection with client securities transactions. Aggregation of Orders The Adviser seeks to execute orders for Advisory Accounts fairly and equitably over time. The Adviser follows policies and procedures pursuant to which it is able (but not required) to combine or aggregate purchase or sale orders for the same security or other instrument for multiple clients (sometimes called “bunching” or “aggregating”), so that the orders can be executed at the same time. The Adviser may also determine whether to permit the executing broker (whether GS&Co., affiliates of GS&Co., Fidelity or other unaffiliated broker) to trade along with client orders, subject to applicable law. The particular procedures followed may differ depending on the particular strategy or type of investment. The Adviser and its advisory affiliates as a general matter do not bunch or aggregate orders for different accounts, or net buy and sell orders for the same account, if portfolio management decisions relating to the orders are made by separate Wealth Advisors or portfolio management teams, or if bunching, aggregating or netting are not appropriate or practicable from the Adviser’s operational or other perspective. The Adviser may be able to negotiate a better price and lower commission rate on aggregated orders than on orders for Advisory Accounts that are not aggregated, and incur lower transaction costs on netted orders than orders that are not netted. The Adviser is under no obligation or other duty to aggregate or net for particular orders. Where transactions for a client’s account are not aggregated with orders for other accounts or not netted against orders for the client’s account or other client accounts, the client will not benefit from a better price and lower commission rate or lower transaction cost that might have been available had the orders been aggregated or netted. Aggregation and netting of orders may disproportionately benefit some Advisory Accounts relative to other Advisory Accounts due to the relative amount of market savings obtained by the Advisory Accounts. The Adviser generally allocates the securities or other instruments purchased or proceeds of a sale from a bunched order among the participating accounts in the manner indicated on the order. If the order is filled at several different prices, through multiple trades, generally all participating accounts will receive the average price and pay the average commission, subject to odd lots, rounding, and market practice. There may be instances in which not all Advisory Accounts are charged the same commission or commission equivalent rates in a bunched or aggregated order, including minimum denomination requirements and restrictions under applicable law on the use of client commissions to pay for research services. When a bunched order is partially filled for an Advisory Account, securities must be allocated proportionately based upon the relative size of the particular client’s pre-trade designation subject to odd-lots, minimum denomination requirements or other circumstances where it would be impractical or not in the client’s best interest to provide a partial allocation. Account Errors and Error Resolution The Adviser has policies and procedures to help it assess and determine, consistent with applicable standards of care and client documentation, when reimbursement is due by it to a client because the Adviser has committed an error. Pursuant to the Adviser’s policy, an error is generally compensable from the Adviser to a client when it is a mistake (whether an action or inaction) in which the Adviser has, in the Adviser’s reasonable view, deviated from the applicable standard of care in managing the client’s assets, subject to materiality and other considerations. The Adviser makes its determinations pursuant to its error policies on a case-by-case basis, in its discretion, based on factors it considers reasonable. Relevant facts and circumstances the Adviser may consider include, among others, the nature of the service being provided at the time of the incident, whether intervening causes including the action or inaction of third parties caused or contributed to the incident, specific applicable contractual and legal restrictions and standards of care, whether a client’s investment objective was contravened, the nature of the client’s 96  investment approach, whether a contractual guideline was violated, the nature and materiality of the relevant circumstances and the materiality of any resulting losses or gains. The determination by the Adviser to treat (or not treat) an incident as compensable, and any calculation of compensation in respect thereof for any one client or Advisory Account managed or advised by the Adviser may differ from the determination and calculation made by the Adviser in respect to one or more other clients or Advisory Accounts. When the Adviser determines that compensation by the Adviser is appropriate, the client will be compensated as determined in good faith by the Adviser. The Adviser will determine the amount to be reimbursed, if any, based on what it considers reasonable guidelines regarding these matters in light of all of the facts and circumstances related to the incident. In general, compensation is expected to be limited to direct and actual losses, and the Adviser expects, subject to its discretion, that losses will be netted with any gains arising from a particular incident. Compensation generally will not include any amounts or measures that the Adviser considers to be speculative or uncertain. In calculating any reimbursement amount, the Adviser generally will not consider tax implications for, or the tax status of, any affected client. The Adviser may at any time, in its sole discretion and without notice to clients, amend or supplement its policies with respect to account errors and error resolution. ITEM 13 – REVIEW OF ACCOUNTS Financial Plan Reviews As agreed to between the client and the Adviser, Wealth Advisors periodically review each of their individual client’s allocations of assets among various asset groups held by GS&Co. or third-party custodian, to the extent such assets are known to the Wealth Advisor. Such reviews include, but are not limited to, performance, client objectives, inactivity, high concentrations in individual securities, or changes in the client’s account information or financial situation. Wealth Advisors may also use historical market data provided by clients’ custodians to periodically prepare client asset allocations with respect to risk and return. Such reviews may result in rebalancing a client’s Advisory Accounts managed and/or monitored by the Wealth Advisor in order to meet the clients’ current investment objective, risk tolerance, and financial goals. Client Account Reviews The Adviser provides ongoing monitoring of the Advisory Accounts for, among other things, allocations that are outside a client’s investment guidelines. Additionally, the Adviser 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. The Adviser supervisory personnel, in consultation with the client’s designated Wealth Advisors, conduct periodic reviews of certain Advisory Accounts that are either randomly selected or identified as meeting certain criteria warranting additional review. The Adviser will also perform reviews of Advisory Accounts as appropriate in response to particular events, such as changes in market conditions, a client’s financial circumstances, investment objectives and policies, or in response to a client request. Custodial Statements Each client with an Advisory Account receives an account statement from the custodian on at least a quarterly basis. The statement provides detailed information including transactions, fee debits, and other activity during the period, securities positions and money market fund positions, and their end-of-period fair market values. Year-end summaries of realized gains and losses (IRS Schedule D information), and dividends and interest received (IRS 1099-INT and 1099-DIV) are generated and sent by the custodian to all clients with taxable accounts. Rebalancing 97  For Advisory Accounts that transitioned from GS PFM and certain related accounts, leveraging a third-party technology platform, the Adviser will rebalance discretionary Investment Management Account holdings in accordance with the client’s selected parameters or the allocation model applicable to the account. It should be expected that rebalancing transactions will generate taxable transactions. ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION Continuing Education & Product Training From time-to-time, the Adviser organizes educational and training meetings for its supervised persons. Certain product providers, unaffiliated advisers, and vendors are permitted to make presentations to the Adviser’s supervised persons. The presentations may or may not provide continuing education credits, such as for insurance licensing. These providers may contribute to the cost of putting on these sessions at hotels or other meeting facilities. These products and services, how they benefit us, and the related conflicts of interest are described above in Item 12 – Brokerage Practices. The availability of these products and services is not based on the Adviser providing particular investment advice. Client Referrals Where personnel of the Adviser refer clients to affiliated advisers, including GSAM, GSAMI, GS&Co., and to affiliated insurance agencies, ASA, ASIA, and to affiliated broker dealers, Mercer Allied and GS&Co., in connection with certain services the Adviser receives referral fees subject to applicable law and compensate its eligible employees for such referrals. From time to time, the Adviser also 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 received by the Adviser for the referred client accounts. For the Adviser, the compensation arrangement can also be a percentage of the fees that a Corporate Partner pays to the Adviser. The Adviser has relationships with one or more advertisers, including operators of websites matching consumers with providers of various financial products and services, pursuant to which the Adviser compensates such advertiser for the advertising services provided. The Adviser’s Financial Planning fee may be paid, in whole or in part, by third parties, including the client’s employer. From time to time, the Adviser compensates employees of the Adviser and its affiliates for client referrals consistent with applicable laws. Additionally, the Adviser and its affiliates, including GS&Co., 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. The Adviser makes client referrals to third party investment advisers and receives a fee for that service. Such third parties have other relationships with Goldman Sachs including for investment management and custodial services. Goldman Sachs will receive compensation and other benefits for these services in addition to the referral fee in connection with such client referrals which creates a conflict of interest and incentive for the Adviser to select certain third party investment advisers to participate in the referral program. The Adviser does not undertake any fiduciary obligation when providing such referrals to third party investment advisers. Fidelity Wealth Advisor Solutions® Referrals Certain client accounts that transitioned to the Adviser from GS PFM and certain Advisory Accounts were part of Fidelity’s institutional adviser referral program (the Fidelity Wealth Advisor Solutions® (“WAS”) Program). The program helps investors find an investment adviser. Fidelity is a broker-dealer and is not affiliated with the Adviser. In connection with this program, the Adviser pays Fidelity for referrals made for 98  such client accounts and in connection with certain related accounts that are opened with the Adviser. The Adviser does not take any new referrals from Fidelity under the WAS Program. ITEM 15 – CUSTODY Advisory Clients generally custody their funds and securities in their Advisory Accounts with GS&Co. or Fidelity. The Adviser is an affiliate of GS&Co. and is not affiliated with Fidelity. However, under the Advisers Act, the Adviser or its affiliates are “deemed” to have custody of client assets under certain circumstances, including where the Adviser has a limited power of attorney for Advisory Accounts custodied at third-party custodians and in the case of Private Family Office clients, in connection with the receipt and redirection of client checks and provision of bill pay services, which are ancillary non-investment advisory services. Certain programs and fee models are only available with GS&Co. as the custodian and where Fidelity is the custodian, investment options are more limited. Specifically, GS&Co. is the only custodian available for CPP and generally is the only custodial option for new accounts under the Personal Planning service, except for accounts with assets under management of less than $500,000. In certain limited situations, Wealth Advisors may serve as the trustee for an account under the Adviser’s supervision that is not an account for the Wealth Advisor’s family member. In these limited circumstances, the Adviser can be deemed to have custody even though the Adviser will not allow its Wealth Advisors to hold, directly or indirectly, the Trustee-client’s funds or securities, nor will the Adviser permit the Wealth Advisor to obtain possession of the Trustee-client’s funds or securities in connection with advisory services that the Adviser provides to such Trustee-clients. Investment Management clients who custody funds and securities with GS&Co. and Fidelity, will receive periodic account statements from their applicable custodian. Clients who custody funds and securities away from GS&Co. receive account statements directly from their qualified custodian, and may also receive periodic account statements and performance reports from the Adviser or its affiliates. Clients should understand that the statements received from the custodian of their funds or securities are the official records for their Advisory Accounts. Clients will receive account statements at least quarterly from their broker-dealer, bank, or other qualified custodian that holds and maintains clients’ investment assets. It is important in all cases for clients to carefully review their custodial statements to verify the accuracy of the calculation, as well as their holdings and activity. Clients should contact the Adviser directly if they believe that there may be an error in their statement, or have any questions about any of the transactions, activity, holdings, or fees deducted. ITEM 16 – INVESTMENT DISCRETION The Adviser accepts discretionary investment authority to manage certain Advisory Accounts on a client’s behalf and at the client’s risk. Clients who choose to grant the Adviser discretion are required to sign an Investment Management agreement and complete account opening documentation that authorizes the Adviser to supervise and direct the investment of assets in the Advisory Account. The Adviser’s discretionary authority is limited by the terms of its Investment Management agreement and any written investment guidelines, including reasonable restrictions agreed to in writing between the Adviser and each client. The Adviser does not accept discretion over client’s investment accounts and assets as part of its Financial Planning services and generally does not exercise discretion over Alternative Investments or in the allocation of insurance premiums. ITEM 17 – VOTING CLIENT SECURITIES Financial Planning does not include proxy voting services. Fidelity Custody The Adviser does not accept authority for voting proxies relating to the majority of Advisory Accounts for which Fidelity is custodian. Under the advisory agreement between the Adviser and these clients, clients agree to retain the right to vote such proxies. These clients will receive annual reports and proxy materials 99  relating to securities held in Advisory Accounts directly from Fidelity and are encouraged to contact Fidelity to ensure that they receive proxies and other solicitations for securities held in their Advisory Account. There are a limited number of Advisory Accounts for which Fidelity is custodian for which the Adviser accepts voting authority, however clients authorize the Adviser to delegate such authority to agents, subadvisors or one or more proxy voting services, (the “Proxy Service”) as the case may be. In these circumstances it is the Adviser’s practice to delegate the voting of such proxies. The Adviser uses unaffiliated Proxy Services to assist in the implementation and administration of certain proxy voting-related functions for the Advisory Accounts for which the Adviser has voting authority. The Adviser generally will follow customized proxy voting guidelines developed by an Adviser affiliate and adopted by the Adviser (the “Ayco Guidelines”) when voting proxies for public equity investments on behalf of these Advisory Accounts. The Ayco Guidelines address a wide variety of individual topics including, among other matters, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, issues of corporate social responsibility and various shareholder proposals. The Proxy Service also provides support for operational, recordkeeping and reporting services. The Adviser may use other service providers to replace or supplement the Proxy Service with respect to any of the services the Adviser currently receives from the Proxy Service. With respect to investment company (including mutual funds and ETFs) proxies for these accounts, the Adviser has appointed the Proxy Service to vote proxies in accordance with the Proxy Service voting guidelines. GS&Co. Custody The Adviser does not accept authority for voting proxies relating to the majority of Advisory Accounts for which GS&Co. is custodian. Under the advisory agreement between the Adviser and clients with GS&Co. custody, clients agree to either (i) retain the right to vote such proxies and receive all annual reports and proxy materials relating to such shares; or (ii) appoint the Proxy Service as their proxy voting agent to vote proxies for public equity investments held in Advisory Accounts with GS&Co. custody pursuant to the proxy voting guidelines developed by a GS&Co. affiliate (the “Goldman Sachs Guidelines”) and to vote investment company proxies in accordance with the Proxy Service voting guidelines, or separately arrange for the Proxy Service to vote proxies pursuant to other guidelines. The Goldman Sachs Guidelines and the Adviser Guidelines are in general substantively the same. By making the Goldman Sachs Guidelines available as a reference, the Adviser does not act as investment adviser or fiduciary to these clients for proxy voting matters. There are a limited number of Advisory Accounts for which GS&Co. is custodian for which the Adviser accepts voting authority; however, clients authorize the Adviser to delegate such authority to subadvisors, the Proxy Service, or another authorized agent as the case may be. For the GS&Co. custodied accounts where the Adviser accepts proxy voting authority, the Adviser generally delegates such authority to the Proxy Service or another authorized agent consistent with the practice described above under the heading “Fidelity Custody.” Proxy Voting Policies – General The Ayco Guidelines are designed to prevent conflicts of interest from influencing proxy voting decisions and to help ensure that such decisions are made in accordance with the Adviser’s fiduciary obligations to its clients because they are pre-established guidelines that are not designed to further the Adviser’s economic interests. Notwithstanding such proxy voting processes, it is possible that proxy voting decisions made by the Adviser for securities held by a particular Advisory Account benefit the interests of Goldman Sachs and/or accounts other than the Advisory Account, provided that the Adviser believes such voting decisions to be in accordance with its fiduciary obligations. Examples of material conflicts of interest that could arise in connection with a proxy voting decision include, without limitation, circumstances in which (i) Goldman Sachs has business relationships with or other interests in the issuer or another interested party or (ii) Goldman Sachs personnel have a personal relationship with personnel of the issuer or another interested party. It is also possible that implementation of the Ayco Guidelines proves detrimental to the interests of certain advisory clients, for example, clients who have engaged the Adviser for Financial Planning services and maintain Advisory Accounts or clients that are affiliated with the company whose proxies are voted. Conflicts of interest relating to proxy voting decisions also arise in situations in which Goldman Sachs or Advisory Accounts, on the one hand, and a particular Advisory Account, on the other 100  hand, invest in or extend credit to the same issuer, but in different parts of the issuer’s capital structure. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions – Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure. Clients can obtain information regarding how proxies were voted for a particular Advisory Account or security by calling their Adviser representative. The Adviser’s Proxy Voting Policy and the Ayco Guidelines are available upon request. If GS&Co. is custodian, it forwards proxy materials directly to clients or the Proxy Service, as applicable, and forwards notices for class actions and other legal proceedings directly to clients or their appointed agent. The Adviser recommends that clients promptly review these materials, as they identify important deadlines and may require action on the client’s part. The Adviser and GS&Co. are not required to notify unaffiliated custodians or clients who use unaffiliated custodians of proxy notices, shareholder class action lawsuits, or similar matters related to securities held in their Advisory Accounts. Unless otherwise agreed to in writing, the Adviser does not render any advice or take any action with respect to securities or other property currently or formerly held in Advisory Accounts or the issuers thereof that become the subject of any legal proceedings, including bankruptcies and shareholder class action lawsuits. With respect to shareholder class action litigation and similar matters, Advisory Account clients are encouraged to contact their custodians and ensure that they receive notices and are aware of the participation and filing requirements related to class action and similar proceedings. With the exception of the Adviser’s limited proxy voting activities described above, the Adviser generally does not render any advice or take any action with respect to corporate actions relating to securities held in Advisory Accounts, including the right to participate in or consent to any distribution, plan or reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting or similar plan, although affiliates may do so with client consent in connection with strategies managed by such affiliates. Notwithstanding the foregoing, certain Affiliated Managers may render such advice or take such action if specifically agreed in writing, unless restricted by applicable law or for regulatory reasons, in which case eligible clients will be requested to direct the Adviser. ITEM 18 – FINANCIAL INFORMATION The Adviser has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. A balance sheet for the Adviser’s fiscal year ending on December 31, 2025 is attached. 101  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, Goldman Sachs client accounts, and Affiliated Products that Goldman Sachs sponsors, manages and advises. For the avoidance of doubt, the term “Accounts” includes Advisory Accounts. “ADR” means American Depositary Receipts. “ADS” means American Depositary Shares. “Adviser” means Goldman Sachs Wealth Services, L.P. “Advisers Act” means the Investment Advisers Act of 1940, as amended. “Advisory Accounts” means client accounts that are managed or advised by the Adviser. “Advisory Personnel” means Wealth Advisors and Ayco PMG. “Affiliated Managers” means Managers that are affiliated with Goldman Sachs. “Affiliated Products” means investment products, including Separately Managed Accounts and pooled vehicles, managed, sponsored or advised by the Adviser or Goldman Sachs. “Agency Trading Option” means an alternative trading option under which fixed income trades for certain fixed income strategies managed by Advisory Personnel generally are executed by GS&Co. on an agency basis. “Alternative Investments” means alternative investment products including hedge funds, private equity funds, venture capital funds, private credit funds, private real estate funds and other private investments. “APS” means Alternatives Portfolio Services. “ASA” means The Ayco Services Agency, L.P., a state licensed insurance agency, and an affiliate of the Adviser. “ASIA” means The Ayco Services Insurance Agency, Inc., a state licensed insurance agency and an affiliate of the Adviser. “ATAS” means Ayco Trust Advisory Service. “Ayco Guidelines” means the customized proxy voting guidelines developed by an affiliate that the Adviser has adopted and provided to the Proxy Service for use where the Adviser has voting authority. “Ayco PMG” means the Ayco Portfolio Management Group, a team of portfolio management personnel who manage various investment strategies and accounts. “Asset & Wealth Management” means the wealth management business of Goldman Sachs Asset & Wealth Management. “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. 102  “Brochure” means this Form ADV Part 2A – Financial Planning and Investment Management Services. “CASP” means the Comprehensive Advisory Services Program fee pricing model in which clients pay an account advisory fee for the Adviser’s advisory services and separate fees and charges for portfolio manager fees and Execution Charges. “CCPA” means the California Consumer Privacy Act. “Centrally Managed Strategies” means strategies developed, implemented, and managed by Affiliated or Unaffiliated Managers. “CFTC” means the Commodity Futures Trading Commission. “Code” means the Adviser’s Code of Ethics. “Co-Investment Opportunities” means Accounts or other persons receiving the opportunity to invest alongside funds or other Advisory Accounts with respect to one or more investments. “Community-Based Partner” means a community-based or charitable organization which the Adviser provides advisory services to. “Corporate Partner” means an employer, or affinity or membership association or organization with a corporate/employer or membership organization-sponsored program for which the Adviser provides advisory services to employees, members or participants. “CPI” means the Consumer Price Index. “CPO” means commodity pool operator. “CPP” means Comprehensive Pricing Program, which is a comprehensive fee model offered by the Adviser. “CTA” means commodity trading advisor. “DMS” means the Discretionary Manager Selection Program, whereby with client authorization, 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 Program. “Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended. “ECNs/Trading Venues” means centralized 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. “ESG” means environmental, social, and governance-oriented investing. “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. 103  “External Products” means investment products, including separately managed accounts and mutual funds managed, sponsored or advised by Unaffiliated Managers. “FCM” means futures commission merchant. “FDIC” means the Federal Deposit Insurance Corporation. “Fidelity” means, together, Fidelity Brokerage Services LLC and National Financial Services LLC. “Financial Planning” means the financial planning services provided by the Adviser. “Fixed Products” means fixed life insurance products and annuity contracts. “Funds” means an investment company or pooled vehicle, including ETFs. “Fund Strategies” means the Advisory Mutual Fund Strategies program. “FRBNY” means Federal Reserve Bank of New York. “GOAS” means Goldman Sachs Option Advisory Services. “GOAS Account” means an actively managed option strategy involving listed and/or OTC call and/or put options, including collars and put spread collars managed by GOAS. “Goldman Sachs” means The Goldman Sachs Group, Inc., the Adviser, GS&Co. and their respective affiliates, directors, partners, trustees, managers, members, officers and employees. “Goldman Sachs Ayco PWA” means a Goldman Sachs Ayco private wealth advisor. “Goldman Sachs Guidelines” means customized proxy voting guidelines developed by an affiliate, which Goldman Sachs has provided to the Proxy Service for use when appointed by clients as their voting proxy. “Goldman Sachs Wealth Services” means Goldman Sachs Wealth Services, L.P. (formerly known as The Ayco Company. L.P.). “GSAM” means Goldman Sachs Asset Management, L.P., an investment adviser registered with the SEC, and an affiliate of the Adviser. “GSAM ETFs” means ETFs for which GSAM or its affiliates act as investment adviser. “GSAMI” means Goldman Sachs Asset Management International, a registered investment adviser with the SEC and an affiliate of the Adviser. “GS&Co.” means Goldman Sachs & Co. LLC, a registered broker-dealer and investment adviser with the SEC, and an affiliate of the Adviser. “GS Bank” means Goldman Sachs Bank USA. “GS DAF” means GS Donor Advised Philanthropy Fund for Wealth Management, Inc. (formerly Goldman Sachs Philanthropy Fund). “GS Group” means The Goldman Sachs Group, Inc. “GS PFM” means United Capital Financial Advisers, LLC d/b/a Goldman Sachs Personal Financial Management, and refers to GS PFM business conducted prior to the change in control and acquisition by Creative Planning, LLC, an unaffiliated third party, on November 3, 2023. 104  “GSTC” means The Goldman Sachs Trust Company, N.A. “GSTD” means The Goldman Sachs Trust Company of Delaware. “Hybrid Securities” means deeply subordinated long-term debt. “IBORs” means other interbank offered rates. “iCapital” means iCapital Advisors, LLC, a third party platform provider for Alternative Investments. “Index” means a stock market or other index developed or co-developed by Goldman Sachs and a third party. “Investment Management” means the investment management services provided by the Adviser. “IPOs” means initial public offerings and new issues. “IRA” means individual retirement account. “IRC” means the Internal Revenue Code of 1986, as amended. “ISG” means the Goldman Sachs Private Wealth Management Investment Strategy Group. “LIBOR” means the London Interbank Offered Rate. “Managed Account Strategies Program” means GS&Co.’s wrap fee program. “Managed Strategy” means Separately Managed Accounts and/or Centrally Managed Strategies, excluding any mutual funds or ETFs. “Managed Strategy Fees” means fees that compensate the Managers of each Managed Strategy in the client’s account. “Managers” means Affiliated or Unaffiliated Managers that manage client assets on a discretionary basis under one or more investment strategies. “Marketing Rule” means SEC Marketing Rule (Rules 206(4)-1 and 204-2 of the Advisers Act). “Mercer Allied” means Mercer Allied Company, L.P., a broker-dealer registered with the SEC, and an affiliate of the Adviser. “MLPs” means master limited partnerships. “NAV” means net asset value. “OTC” means over-the-counter. “Personal Wealth” means investment management and limited Financial Planning services available to clients who generally do not have another Financial Planning relationship with the Adviser, but who have the potential to have at least $1,000,000 held in an Advisory Account. “PPM” means private placement memorandum. “Prime Services” means the Goldman Sachs business that provides prime brokerage, administrative and other services. 105  “Primary Vehicles” means one or more funds or other Advisory Accounts intended to be focused on by GSAM, or receive priority with respect to, a particular strategy or type of investment. “Proxy Service” means the proxy voting service the Adviser retains to assist with the implementation and administration of certain proxy voting-related functions for the Advisory Accounts for which the Adviser has voting authority or that clients may appoint as their proxy voting agent where the Adviser does not have voting authority. “PWM” means the Private Wealth Management group of GS&Co. “PWM PWA” means a PWM private wealth advisor. “Related Parties” means individuals with a familial relation to a client, typically the client’s spouse, partner, and/or dependents, who may participate in the client’s Financial Planning, but with whom the Adviser maintains no contractual or investment advisory relationship and, accordingly, undertakes no corresponding fiduciary duty. “Retirement Accounts” means IRAs 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. “Retirement Regulations” means ERISA, together with the IRC. “SD” means swap dealer. “SEC” means the U.S. Securities and Exchange Commission. “Securities-Based Loans” means loans obtained through certain affiliated and unaffiliated lenders for which clients are able to pledge account assets as collateral. “Separately Managed Accounts” means portfolios of individual securities managed on the client’s behalf by an asset management firm such as GSAM. “Tactical Tilts” means tactical investment ideas derived from short-term market views. “Third-Party Funds” means mutual funds and ETFs that are managed, sponsored or advised by investment managers or organizations that are not affiliated with Goldman Sachs. “Third-Party Professionals” means unaffiliated third-party professionals. “Trustee-clients” means accounts for which certain Wealth Advisors separately serve as trustees. “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. “Variable Products” means variable life insurance policies and variable annuity contracts. “Variable Subaccounts” means separate accounts underlying Variable Products. “Volcker Rule” means the Volcker Rule contained within the Dodd-Frank Act. “WAS” means Fidelity Wealth Advisor Solutions® program. 106  “Wealth Advisors” means the Adviser’s advisory personnel who provide advisory services directly to clients. “XIG” means External Investing Group of GSAM. “XIG Program Fund” means investment vehicles managed by XIG that invest substantially all of their assets in primary investments in underlying funds managed by Unaffiliated Managers. 107  Appendix A Table 1. Strategy Based Advisory Fees & Custodian Availability These fees are subject to change and negotiation. See Item 5 – Fees and Compensation. Strategy Asset Level Annual Fee Account Minimum Custodian Availability Fidelity GS&Co. 0.85% $0-10 million $10-25 million 0.75% 0.65% $25-50 million > $50,000 – (cid:57) 0.55% $50-100 million Ayco Portfolio Solution® – Traditional 0.50% $100-250 million 0.45% $250-500 million More than $500 million 0.40% 1.00% $0-10 million 0.90% $10-25 million 0.80% $25-50 million > $50,000 – (cid:57)(cid:3) 0.70% $50-100 million Ayco Portfolio Solution® – Alternative 0.65% $100-250 million 0.60% $250-500 million 0.55% More than $500 million 1.00% $0-10 million 1.00% $10-25 million 1.00% $25-50 million > $50,000 – (cid:57) 1.00% $50-100 million Ayco Portfolio Solution® – Income Opportunity 1.00% $100-250 million 1.00% $250-500 million 1.00% More than $500 million 1.45% $0-10 million 0.90% $10-25 million 0.80% $25-50 million > $50,000 – (cid:57) 0.70% $50-100 million Ayco Portfolio Solution® – Foreign Opportunity 0.65% $100-250 million 0.60% $250-500 million 0.55% More than $500 million 108  Strategy Asset Level Annual Fee Account Minimum Custodian Availability Fidelity GS&Co. 0.85% $0-10 million 0.75% $10-25 million 0.65% $25-50 million > $50,000 – (cid:57) Core Satellite1 0.55% $50-100 million 0.50% $100-250 million 0.45% $250-500 million 0.40% More than $500 million 0.85% $0-10 million $10-25 million 0.75% 0.65% $25-50 million > $500,000 – (cid:57) Core Complement – Moderate2 0.55% $50-100 million 0.50% $100-250 million 0.45% $250-500 million More than $500 million 0.40% 0.85% $0-10 million $10-25 million 0.75% 0.65% $25-50 million > $750,000 – (cid:57) Core Complement – Growth2 $50-100 million 0.55% $100-250 million 0.50% $250-500 million 0.45% More than $500 million 0.40% 0.80% $0-10 million $10-25 million 0.70% 0.60% $25-50 million > $750,000 – (cid:57) 0.50% $50-100 million Core Complement – Conservative2 0.45% $100-250 million 0.40% $250-500 million More than $500 million 0.35% 1.10% $0-10 million $10-25 million 1.00% 0.90% $25-50 million > $250,000 (cid:57) (cid:57) Core Complement – Equity 0.80% $50-100 million 0.75% $100-250 million 0.70% $250-500 million 0.65% More than $500 million 1 Strategy closed to new investors as of January 2023 2 These strategies can include fixed income sub-accounts managed by GSAM; the fixed income sub-accounts are subject to the same fees. 109  Strategy Asset Level Annual Fee Account Minimum Custodian Availability Fidelity GS&Co. 1.40% $0-10 million $10-25 million 0.80% 0.70% $25-50 million > $25,000 – (cid:57) 0.60% $50-100 million GS Managed Investments – Active Managed3 0.55% $100-250 million 0.50% $250-500 million More than $500 million 0.45% 1.40% $0-10 million 0.80% $10-25 million 0.70% $25-50 million > $25,0005 (cid:57) (cid:57) Managed ETF Strategies2,4 0.60% $50-100 million 0.55% $100-250 million 0.50% $250-500 million More than $500 million 0.45% 1.40% $0-10 million 0.80% $10-25 million 0.70% $25-50 million > $25,000 (cid:57)(cid:3) (cid:57)(cid:3) Strategic Core3 $50-100 million 0.60% $100-250 million 0.55% $250-500 million 0.50% More than $500 million 0.45% For Retirement Accounts where the client agrees to separate fee schedule for each strategy, the maximum advisory fee is 1.5%. Clients will be charged the same fee for all strategies regardless of the strategy selected. For certain clients who receive Personal Planning and whose managed accounts are below $500,000, and where the client agrees to a separate fee schedule for each strategy, the advisory fee is not expected to exceed 0.850% for all strategies regardless of the strategy selected. 3 Available to Personal Planning clients with assets under management of less than $500,000; only available through Fidelity as custodian 4 This fee may be lower in instances of Corporate Sponsored or negotiated rates 5 The minimum requirements vary for the Managed ETF Strategies and may be negotiated and altogether waived at the Adviser’s sole discretion 110  Table 2. Advisory Accounts Managed by Wealth Advisors and for Certain Goldman Sachs Ayco Institutional Client Services Accounts Clients with Advisory Accounts managed by Wealth Advisors may agree to a single advisory fee for all asset classes or separate fees for different strategies. Participating funds in the Advisory Mutual Fund Strategies Program will follow the rates outlined in Table 2.B and are not subject to the rates in Table 2.A below. These fees are also applicable to legacy institutional client accounts managed by Ayco PMG, but does not include strategies listed in Table 1 above. A. Single Advisory Fee Structure Separate Advisory Fee Structure (Asset Based) Total Assets Equity Index Oriented Other (including fixed Asset Level $0-$10 million 1.400% $10-$25 million 0.800% $25-$50 million 0.700% $50-$100 million 0.600% $100-$250 million 0.550% 0.500% $250-$500 million More than $500 million 0.450% 1.700% 1.150% 1.050% 0.950% 0.900% 0.850% 0.800% 1.400% 0.800% 0.700% 0.600% 0.550% 0.500% 0.450% income) 0.750% 0.550% 0.500% 0.450% 0.400% 0.350% 0.300% B. Advisory Mutual Fund Strategies Program Clients who participate in the Advisory Mutual Fund Strategies Program pay the following investment advisory fees on their investments in participating funds: Equity Asset Class Active Core Equity Active Satellite Equity, Real Estate Equity All/SMid Equity Dynamic Equity Annual Fee 0.500% 0.550% 0.550% 0.650% Fixed Income Asset Class Core Fixed Income Multi-Sector Fixed Income Non-Investment Grade Fixed Income Other Fixed Income Annual Fee 0.350% 0.400% 0.500% 0.500% 111  Table 3. Comprehensive Advisory Services Program (“CASP”) Fees For CASP Advisory Accounts, the advisory fee charged by Adviser is calculated as a percentage of assets under management in accordance with the tiered pricing schedule set forth below. Asset Level First $10 million Next $15 million Next $25 million Next $50 million Next $150 million Next $250 million More than $500 million Annual Fee 1.500% 0.800% 0.700% 0.600% 0.500% 0.450% 0.400% CASP Portfolio Manager Fee for Adviser, its Affiliates or Unaffiliated Managers listed in the Fees and Execution Charges section on to for access In addition to the CASP advisory fees set forth above, clients who participate in CASP are subject to portfolio manager fees for strategies managed by Adviser, its affiliates or unaffiliated portfolio the Client Web managers, as (https://www.goldman.com). Contact your Wealth Advisor information this electronically via the Client Web or to receive a paper copy of the information provided on the website. 112  Goldman Sachs Wealth Services, L.P. Balance Sheet As of December 31, 2025  Goldman Sachs Wealth Services, L.P. December 31, 2025 INDEX Page No. Report of Independent Auditors 1 Balance Sheet 3 Notes to the Balance Sheet 4    Goldman Sachs Wealth Services, L.P. Balance Sheet As of December 2025 $ in thousands Assets Cash Accounts receivable (net of allowance for credit losses of $2,330) Prepaid expenses Receivables due from affiliates Property, leasehold improvements and equipment, net Operating lease right-of-use assets, net Investments in affiliates Goodwill Customer relationships, net Other assets $ 2,573 57,130 1,915 205,717 36,209 36,727 12,138 273,173 2,365 4,631 Total assets $ 632,578 Liabilities and partners' capital Accrued compensation and benefits Payables due to affiliates Deferred income Other liabilities and accrued expenses Income taxes payable Deferred tax liabilities Lease liabilities Pensions, postretirement and deferred compensation liabilities $ 126,982 120,749 716 7,925 23,079 19,431 38,102 4,075 Total liabilities 341,059 Commitments, contingencies and guarantees Partners' capital 291,519 Total liabilities and partners' capital $ 632,578 The accompanying notes are an integral part of this balance sheet. 3  Goldman Sachs Wealth Services, L.P. Notes to the Balance Sheet $ in thousands Note 1. Description of Business Goldman Sachs Wealth Services, L.P. (the Partnership), a Delaware limited partnership, is an indirectly wholly-owned subsidiary of The Goldman Sachs Group, Inc. (Group Inc.), a Delaware corporation. The Partnership’s sole partners are GS Ayco Holding LLC and Saratoga Springs LLC. In March 2025, the Partnership changed its legal entity name from The Ayco Company, L.P. to Goldman Sachs Wealth Services, L.P. to better reflect the nature of the business and further align with Group Inc. The Partnership is engaged in the business of providing professional services which include financial counseling, tax return preparation, asset management, trust and estate planning and corporate benefit plan services to corporate and individual clients primarily throughout the United States. Business Segment The Partnership’s chief operating decision maker (CODM) is its chief executive officer. The CODM reviews financial information and makes strategic decisions for the Partnership principally based on net earnings. The Partnership’s operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information about the Partnership as a whole. The accounting policies used to prepare the operating results and other metrics for the segment are consistent with those described in Note 3. The vast majority of the Partnership’s net revenues are generated in the Americas. The Partnership enters into transactions with and generates net revenues from Group Inc. and affiliates in the normal course of business. See Note 11 for further information about transactions with related parties. Note 2. Basis of Presentation This financial statement is prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and all references to 2025 refer to the Partnership’s year ended, or the date, as the context requires, December 31, 2025. Note 3. Significant Accounting Policies Use of Estimates Preparation of this balance sheet requires management to make certain estimates and assumptions, the most important of which relate to accounting for goodwill and identifiable intangible assets, provisions for losses that may arise from litigation and regulatory proceedings, accounting for income taxes, actuarial assumptions for postretirement benefits and the allowance for credit losses. These estimates and assumptions are based on the best available information, but actual results could be materially different. Cash Cash balances are maintained at various institutions, some of which are insured by the Federal Deposit Insurance Corporation to the extent provided by law. As of December 2025, the Partnership had $2,056 held in banks in excess of the insured limits. 4  Goldman Sachs Wealth Services, L.P. Notes to the Balance Sheet $ in thousands Accounts Receivable Accounts receivable consists primarily of amounts owed by clients for financial-related services, counseling fees, management fees, and advisory fees. These receivables are accounted for at amortized cost net of any allowance for credit losses, which generally approximates fair value. The Partnership estimates credit losses generally based on delinquency status of the receivables and charges off amounts deemed uncollectible. The Partnership recorded an allowance for credit losses of $2,330 as of December 2025. The carrying amount of accounts receivable approximates fair value due to the short-term nature of the instruments. Had these receivables been included in the Partnership’s fair value hierarchy, all receivables would have been classified in level 2 as of December 2025 since the inputs in the valuation are observable. Property, Leasehold Improvements and Equipment Property, leasehold improvements and equipment are stated net of accumulated depreciation and amortization. Property and equipment is depreciated on a straight-line basis over the useful life of the asset. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the term of the lease. Significant additions or improvements extending the assets’ useful lives are capitalized. Capitalized costs of software developed or obtained for internal use are amortized on a straight-line basis over three years. The Partnership tests property, leasehold improvements and equipment for impairment when events or changes in circumstances suggest that an asset’s or asset group’s carrying value may not be fully recoverable. To the extent the carrying value of an asset or asset group exceeds the projected undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group, the Partnership determines the asset or asset group is impaired and records an impairment equal to the difference between the estimated fair value and the carrying value of the asset or asset group. Operating Lease Right-of-Use Assets The Partnership enters into operating leases for real estate used in connection with its operations. For leases longer than one year, the Partnership recognizes a right-of-use asset representing the right to use the underlying asset for the lease term, and a lease liability representing the liability to make payments. The lease term is generally determined based on the contractual maturity of the lease. For leases where the Partnership has the option to terminate or extend the lease, an assessment of the likelihood of exercising the option is incorporated into the determination of the lease term. Such assessment is initially performed at the inception of the lease and is updated if events occur that impact the original assessment. An operating lease right-of-use asset is initially determined based on the operating lease liability, adjusted for initial direct costs, lease incentives and amounts paid at or prior to lease commencement. This amount is then amortized over the lease term. See Note 8 for information about operating lease liabilities. For leases where the Partnership will derive no economic benefit from leased space that it has vacated or where the Partnership has shortened the term of a lease when space is no longer needed, the Partnership will record an impairment or accelerated amortization of right-of-use assets. There were no material impairments or accelerated amortizations during 2025. 5  Goldman Sachs Wealth Services, L.P. Notes to the Balance Sheet $ in thousands Investments in Affiliates The Partnership owns 99% of Ayco Services Agency, L.P. and Mercer Allied Company, L.P. but does not have a controlling interest in these entities. The controlling interest is maintained by the General Partner, GS Ayco Holding LLC, which holds all voting rights. Investments in affiliates are reported using the equity method of accounting. Goodwill The goodwill balance relates to the acquisition of the Partnership, and its affiliates, by GS Ayco Holding LLC on July 1, 2003. Goodwill is the cost of acquired companies in excess of the fair value of net assets, including identifiable intangible assets, at the acquisition date. Goodwill is assessed for impairment annually in the fourth quarter or more frequently if events occur or circumstances change that indicate an impairment may exist. The Partnership consists of a single reporting unit, and as such, the assessment of goodwill for impairment is performed at the overall Partnership level. When assessing goodwill for impairment, first, a qualitative assessment can be made to determine whether it is more likely than not that the estimated fair value of the Partnership is less than its carrying value. If the results of the qualitative assessment are not conclusive, a quantitative goodwill test is performed. Alternatively, a quantitative goodwill test can be performed without performing a qualitative assessment. The quantitative goodwill test compares the estimated fair value of the Partnership with its carrying value (including goodwill and identifiable intangible assets). If the Partnership’s estimated fair value exceeds its carrying value, goodwill is not impaired. An impairment is recognized if the estimated fair value of the Partnership is less than its carrying value. During the fourth quarter of 2025, goodwill was tested for impairment using a quantitative test. The estimated fair value of the Partnership exceeded its carrying value, and therefore, goodwill was not impaired. The Partnership uses a price-to-earnings multiple of comparable competitors to the Partnership’s net earnings to estimate fair value because the Partnership believes market participants would use this technique to value the Partnership. Customer Relationships Customer relationships are amortized over their estimated useful lives using the straight-line method. The Partnership tests customer relationships for impairment when events or changes in circumstances suggest that an asset’s or asset group’s carrying value may not be fully recoverable. To the extent the carrying value of an asset or asset group exceeds the projected undiscounted cash flows expected to result from the use and eventual disposal of the asset or asset group, the Partnership determines the asset or asset group is impaired and records an impairment equal to the difference between the estimated fair value and the carrying value of the asset or asset group. There were no impairments during 2025. Deferred Income The Partnership recognizes revenue in the period in which the service is provided; any revenue received in advance of the service period is deferred. Deferred income of $716 consists of the unearned portion of amounts invoiced for financial counseling services. 6  Goldman Sachs Wealth Services, L.P. Notes to the Balance Sheet $ in thousands Improvements to Income Tax Disclosures (ASC 740) In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures” that requires certain incremental disclosures. This ASU became effective for the Partnership for annual periods beginning in 2025. Since this ASU only requires additional disclosures, adoption of this ASU did not have an impact on the Partnership’s balance sheet. Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASC 326) In July 2025, the FASB issued ASU No. 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets.” This ASU simplifies the estimation of credit losses on accounts receivable and contract assets arising from transactions accounted for under ASC 606, “Revenue from Contracts with Customers,” by providing companies an option to assume that the conditions as of the balance sheet date will remain unchanged for the remaining life of these assets while estimating expected credit losses. This ASU is effective for the Partnership beginning in January 2026 under a prospective approach. Adoption of this ASU will not have a material impact on the Partnership’s balance sheet. Targeted Improvements to the Accounting for Internal-Use Software (ASC 350) In September 2025, the FASB issued ASU No. 2025-06, “Targeted Improvements to the Accounting for Internal-Use Software.” This ASU eliminates the requirement to consider the project stage of an internal- use software under development while capitalizing its development costs. Instead, under the ASU, companies are required to capitalize internal-use software development costs when management authorizes and commits to fund the software development project, and it is probable that the project will be completed and the software will be used as intended. This ASU is effective for the Partnership beginning in January 2028 under a prospective, retrospective or a modified approach. Early adoption is permitted. Adoption of this ASU is not expected to have a material impact on the Partnership’s balance sheet. Note 4. Property, Leasehold Improvements and Equipment As of December 2025, property, leasehold improvements and equipment that the Partnership uses in connection with its operations consist of the following: Leasehold improvements Internal-use software Furniture, fixtures and equipment Assets in progress Total gross carrying value Less accumulated depreciation Total net carrying value $ 33,757 38,385 15,238 6,330 93,710 (57,501) $ 36,209 7  Goldman Sachs Wealth Services, L.P. Notes to the Balance Sheet $ in thousands Note 5. Customer Relationships The following table sets forth the gross carrying amount, accumulated amortization and net carrying amounts of the customer relationships as of December 2025: Gross carrying amount Accumulated amortization Net carrying amount $ 166,121 (163,756) $ 2,365 The customer relationships are being amortized over their estimated useful lives of 12 to 22 years. The remaining lives as of December 2025 of customer relationships is approximately 5.5 years. Note 6. Income Taxes In July 2025, H.R.1, referred to as the One Big Beautiful Bill Act (OBBBA), was signed into law. OBBBA permanently extends and modifies certain domestic and international provisions from 2017’s Tax Cuts and Jobs Act and phases out certain Inflation Reduction Act of 2022 incentives for investments in clean energy. Certain domestic provisions have retroactive effects beginning in 2025. The OBBBA legislation did not have a material impact on the firm for 2025. Provision for Income Taxes Income taxes are provided for using the asset and liability method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities. The Partnership is treated as a single member limited liability company, and considered a disregarded branch of Group Inc., a Delaware corporation, for U.S. federal tax purposes. As a disregarded branch of a corporation, the Partnership has elected to accrue its share of U.S. federal, state and local income tax. The Partnership is included with Group Inc. and subsidiaries in the consolidated corporate federal tax returns, as well as consolidated/combined state and local tax returns. The Partnership computes its tax liability on a modified separate company basis and settles such liabilities with Group Inc. pursuant to a tax sharing arrangement. To the extent the Partnership generates tax benefits from losses it will be reimbursed by Group Inc. pursuant to the tax sharing arrangement. The Partnership’s state and local tax liabilities are allocated to reflect its share of the consolidated/combined state and local income tax liability. As of December 2025, the Partnership’s income tax payable in the balance sheet was $23,079. Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities. These temporary differences result in taxable or deductible amounts in future years and are measured using the tax rates and laws that will be in effect when such differences are expected to reverse. Valuation allowances are established to reduce deferred tax assets to the amount that more likely than not will be realized. Deferred taxes are recorded in the balance sheet until the underlying temporary differences reverse and the taxes become currently payable or receivable. As of December 2025, the Partnership had net deferred tax liabilities of $19,431 related to deferred tax liabilities on tax amortization of customer relationships and goodwill of $70,467 and operating lease right- of-use assets of $9,627, offset by deferred tax assets related to deferred compensation of $49,868, operating lease liabilities of $9,853 and other book tax differences of $942. No valuation allowance is required as it is considered more likely than not that the deferred tax assets will be utilized. 8  Goldman Sachs Wealth Services, L.P. Notes to the Balance Sheet $ in thousands Unrecognized Tax Benefits The Partnership recognizes tax positions in the balance sheet only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the balance sheet. As of December 2025, the Partnership did not record a liability related to accounting for uncertainty in income taxes. Regulatory Tax Examinations The Partnership is subject to examination by the U.S. Internal Revenue Service (IRS) and other taxing authorities in jurisdictions where the Partnership has significant business operations, such as New York State and City. The tax years under examination vary by jurisdiction. Group Inc. has been accepted into the Compliance Assurance Process (CAP) program by the IRS for each of the tax years from 2013 through 2026. This program allows Group Inc. to work with the IRS to identify and resolve potential U.S. federal tax issues before the filing of tax returns. All issues addressed through the CAP program for the 2011 through 2018 tax years have been resolved and completion is pending final review by the Joint Committee on Taxation. All issues for the 2019 through 2022 tax years have been resolved and will be effectively settled pending administrative completion by the IRS. Final completion of tax years 2011 through 2022 will not have a material impact on the effective tax rate. The 2023 and 2024 tax years remain subject to post-filing review. New York State and City examinations of tax years 2015 through 2018 commenced during 2021. All years, including and subsequent to 2015 for New York State and City, and all other significant states, remain open to examination by the taxing authorities. The Partnership believes that no liability for unrecognized tax benefits is required to be established in relation to the potential for additional assessments. Note 7. Employee Benefit Plans Postretirement Benefits The Partnership provides postretirement health benefits to individuals who were fully eligible to retire as of December 31, 2020, the date the plan closed to new participants. The Partnership has limited the annual benefit under the plan to $1,000 per year per participant. Any premiums in excess of $1,000 must be paid for by the retiree. As of December 2025, accumulated other comprehensive income, included in partners’ capital in the balance sheet, is comprised of an unrecognized loss of $532 and unrecognized prior service income of $714. 9  Goldman Sachs Wealth Services, L.P. Notes to the Balance Sheet $ in thousands The following table sets forth the funded status of the postretirement health benefit plan and amount recognized in the balance sheet: Accumulated postretirement benefit obligation Plan assets at fair value Unfunded liability Liability recognized in the balance sheet $ 3,957 - 3,957 $ 3,957 For the year ended December 2025, the projected benefit obligation increased in the aggregate by $1,073 due primarily to a change in demographic assumptions and the impact of a decrease in the discount rate from 5.76% as of December 2024 to 5.67% as of December 2025. Weighted-average assumptions and other benefit information as of December 2025: Discount rate Benefit cost Employer contributions Benefits paid 5.67% $ 108 103 103 The following table sets forth benefit payments projected to be paid from the Partnership’s postretirement health benefit plan and reflects expected future service, where appropriate: 2026 2027 2028 2029 2030 2031 – thereafter $ 195 209 222 235 245 1,345 Other Employee Benefits The Partnership maintains a nonqualified deferred compensation plan for eligible employees. The cost of such plan is accrued over the period of active employment from the employee’s participation date in the plan. As of December 2025, the deferred compensation payable amount was $118. Group Inc. maintains a deferred compensation (401(k)) plan which covers substantially all employees of the Partnership and a defined benefit pension plan for eligible employees of the Partnership. The Partnership is allocated a prorata share of the expenses from Group Inc. for these plans. Generally, the Partnership determines the discount rate for postretirement benefits by referencing indices for long-term, high quality bonds and ensuring that the discount rate does not exceed the yield reported for those indices after adjustment for the duration of the plan’s liability. 10  Goldman Sachs Wealth Services, L.P. Notes to the Balance Sheet $ in thousands Note 8. Operating Lease Liabilities For leases longer than one year, the Partnership recognizes a right-of-use asset representing the right to use the underlying asset for the lease term, and a lease liability representing the liability to make payments. See Note 3 for information about operating lease right-of-use assets. The table below presents information about operating lease liabilities as of December 2025: 2026 2027 2028 2029 2030 2031 – thereafter Total undiscounted lease payments Imputed interest Total operating lease liabilities $ 3,836 3,622 3,619 3,363 3,096 28,701 46,237 (8,135) $ 38,102 Weighted average remaining lease term Weighted average discount rate 13.39 years 2.99% In the table above, the weighted average discount rate represents the Partnership’s incremental borrowing rate as of the date of adoption of ASU No. 2016-02, “Leases (Topic 842)”, for operating leases existing on the date of adoption and as of the lease inception date for leases entered into subsequent to the adoption of this ASU. Note 9. Employee Incentive Plans The cost of employee services received in exchange for a share-based award is generally measured based on the grant-date fair value of the award. Share-based awards that do not require future service (i.e., vested awards, including awards granted to retirement-eligible employees) are expensed immediately. Share-based awards that require future service are amortized over the relevant service period. Forfeitures are recorded when they occur. Cash dividend equivalents are paid on outstanding restricted stock units (RSUs). Stock Incentive Plan Group Inc. sponsors a stock incentive plan, The Goldman Sachs Amended and Restated Stock Incentive Plan (2025) (2025 SIP), which provides for grants of RSUs, restricted stock, dividend equivalent rights, incentive stock options, nonqualified stock options, stock appreciation rights, and other share-based awards, each of which may be subject to terms and conditions, including performance or market conditions. On April 23, 2025, Group Inc.’s shareholders approved the 2025 SIP. The 2025 SIP is a successor to several predecessor stock incentive plans, the first of which was adopted on April 30, 1999, and each of which was approved by Group Inc.’s shareholders. The 2025 SIP is scheduled to terminate on the date of Group Inc.’s 2029 Annual Meeting of Shareholders. 11  Goldman Sachs Wealth Services, L.P. Notes to the Balance Sheet $ in thousands Restricted Stock Units Group Inc. grants RSUs to employees, which are generally valued based on the closing price of the underlying shares on the date of grant, after taking into account a liquidity discount for any applicable post-vesting and delivery transfer restrictions. The value of equity awards also considers the impact of material non-public information, if any, that Group Inc. expects to make available shortly following grant. RSUs generally vest and underlying shares of common stock deliver (net of required withholding tax) over a three-year period as outlined in the applicable award agreements. Award agreements generally provide that vesting is accelerated in certain circumstances, such as on retirement, death, disability and, in certain cases, conflicted employment. Delivery of the underlying shares of common stock is conditioned on the grantees satisfying certain vesting and other requirements outlined in the award agreements. The subsequent amortization of the cost of these RSUs is allocated to the Partnership by Group Inc. The table below presents the 2025 activity related to stock settled RSUs: Restricted Stock Units Outstanding Weighted Average Grant-Date Fair Value of Restricted Stock Units Outstanding Future Service Required 33,803 33,170 (821) - (38,584) Beginning balance Granted Forfeited Delivered Vested Transfers Ending balance No Future Service Required 250,334 78,353 (2,777) (142,535) 38,584 (164) 4,064 226,023 27,404 Future Service Required $ 368.27 $ 611.85 $ 471.77 $ - $ 457.30 $ 534.85 $ 533.63 No Future Service Required $ 356.72 $ 603.73 $ 432.36 $ 352.72 $ 457.30 $ 399.40 $ 460.85 In the table above: (cid:120) The weighted average grant-date fair value of RSUs granted was $606.14 during 2025. The grant- date fair value of these RSUs included an average liquidity discount of 1.12% during 2025 to reflect post-vesting and delivery transfer restrictions, generally of 1 year. (cid:120) The aggregate fair value of awards that vested was $78,499 during 2025. In relation to 2025 year-end, during the first quarter of 2026, Group Inc. granted to the Partnership’s employees 87,178 RSUs (of which 24,267 RSUs require future service as a condition of delivery for the related shares of common stock). These RSUs are subject to additional conditions as outlined in the award agreements. Shares underlying these RSUs, net of required withholding tax, generally are delivered over a three-year period and are generally subject to a one-year post-vesting and delivery transfer restriction. These awards are not included in the table above. 12  Goldman Sachs Wealth Services, L.P. Notes to the Balance Sheet $ in thousands Note 10. Legal Proceedings The Partnership is involved in a number of judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of the Partnership’s businesses. Many of these proceedings are in early stages, and many of these cases seek an indeterminate amount of damages. Management is generally unable to estimate a range of reasonably possible loss for matters, including where (i) actual or potential plaintiffs have not claimed an amount of money damages, except in those instances where management can otherwise determine an appropriate amount, (ii) matters are in early stages, (iii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iv) there is uncertainty as to the outcome of pending appeals or motions, (v) there are significant factual issues to be resolved, and/or (vi) there are novel legal issues presented. Management does not believe, based on currently available information, that the outcomes of such matters will have a material adverse effect on the Partnership’s balance sheet. Note 11. Related Party Transactions The Partnership has significant transactions with affiliated companies. These transactions have a significant impact on the Partnership’s balance sheet. As of December 2025, receivables due from affiliates included a loan receivable from an affiliate in the amount of $149,458. The interest on the loan receivable is based on prevailing market rates, computed at an internal cost of funds (5.27% as of December 2025) and is payable on demand. The carrying value of the loan approximates fair value. Receivables due from affiliates also include outstanding balances related to Partnership revenue collected by subsidiaries of Group Inc., certain counseling services the Partnership provided to partners of Group Inc., as well as operational and administrative support provided to the Partnership’s subsidiaries. As of December 2025, amounts due from affiliates for such services amounted to $56,259. The Partnership reimburses subsidiaries of Group Inc. for cash payments made on its behalf for employee compensation and benefits. In addition, the Partnership reimburses Group Inc. for share issuances to Partnership employees under the restricted stock units program, discussed in Note 9. As of December 2025, amounts due to Group Inc. and affiliates were recorded within payables due to affiliates amounting to $120,749. During 2025, $148,000 was paid to the Partnership’s sole partners in equity distributions. Note 12. Subsequent Events The Partnership evaluated subsequent events through March 24, 2026, the date the balance sheet was issued, and determined that there were no material events or transactions that would require recognition or additional disclosure in the balance sheet. 13