This Brochure relates to GSAMLP, HFS, GSIS, GSAM SV, GSAMI, GSAMC, GSAMHK, GSAMS, Aptitude, Rocaton and GSAMSP.1 Registrants, together with various affiliates, including affiliates in Bangalore, Beijing, Frankfurt, Hong Kong, Kuala Lumpur, London, Milan, Mumbai, Singapore, Sydney, Tokyo, and other major financial centers around the world, currently comprise Goldman Sachs Asset Management (“GSAM”). GSAM is part of The Goldman Sachs Group, Inc. (“GS Group”), a public company that is a bank holding company, financial holding company and a world-wide, full-service financial services organization.
Principal Owners and Operating History of Registrants
GSAMLP is wholly-owned by GSAM Holdings LLC, a wholly-owned subsidiary of GS Group. GSAM Holdings LLC is also the general partner of GSAMLP. GSAMLP has been providing financial solutions for investors since 1988. HFS is wholly-owned by GSAM Holdings LLC. GS Group acquired HFS, formerly known as Commodities Corporation, in 1997. Commodities Corporation had been operating prior to its acquisition by GS Group since 1969. GSIS is wholly-owned by GSAM Holdings LLC and has been providing advisory services since 2007. GSAM SV is wholly-owned by GSAMLP. GSAMLP acquired Dwight Asset Management Company LLC (renamed as GSAM SV) from Old Mutual (US) Holdings

1 Each of GSAMI, GSAMC, GSAMHK and GSAMS has its principal office and place of business outside the United States. This Brochure is provided to their U.S. clients in connection with their advisory services to U.S. clients and U.S. investors. The Investment Advisers Act of 1940, as amended (“Advisers Act”) and other U.S. federal securities laws generally will not apply to a foreign registered investment adviser’s relationship with its non-U.S. clients outside of the United States. Accordingly, the provisions of such U.S. laws and underlying regulations, which may include various mechanisms designed to protect investors, will not be applicable to a non-U.S. client’s relationship with GSAMI, GSAMC, GSAMHK, or GSAMS, and GSAM makes no representation that such protective mechanisms will be available. Inc. in May 2012. GSAM SV was founded in 1983, and in 1985 registered with the SEC as an investment adviser. GSAMI is wholly-owned by Goldman Sachs Group UK Limited, an indirect wholly-owned subsidiary of GS Group. GSAMI, which is regulated by the Financial Conduct Authority (“FCA”), as well as the SEC, has been providing financial solutions for investors since 1990. GSAMC is wholly-owned by Goldman Sachs Asset Management International Holdings LLC (“GSAMIH”), an indirect wholly-owned subsidiary of GS Group. GSAMC, which is regulated by the Financial Services Agency, the Kanto Financial Bureau, the Ministry of Land, Infrastructure, Transport and Tourism, the Securities and Exchange Surveillance Commission, the Tokyo Metropolitan Government and the SEC, has been providing financial solutions for investors since 1990. GSAMHK is a Hong Kong company and is an indirect wholly owned subsidiary of GS Group. The sole shareholder of GSAMHK is GSAMIH. GSAMHK is regulated by the Securities and Futures Commission of Hong Kong and the SEC. GSAMS is a Singapore company and is an indirect wholly owned subsidiary of GS Group. The sole shareholder of GSAMS is GSAMIH. GSAMS is regulated by the Monetary Authority of Singapore and the SEC. Aptitude is wholly-owned by HFS, a wholly-owned subsidiary of GSAM Holdings LLC. Aptitude commenced operations in 2012 and was acquired by HFS in December 2018. Rocaton is wholly-owned by GSAM Holdings LLC. Rocaton was established in 2002 and was acquired by GSAM Holdings LLC in April 2019. GSAMSP (formerly known as Standard & Poor’s Investment Advisory Services LLC) is wholly-owned by GSAM Holdings LLC. GSAMSP has been providing advisory services for over 20 years and was acquired by GSAM Holdings LLC in July 2019. In this Brochure, the Registrants, GSAM Holdings LLC, GS Group, GS&Co. and their respective affiliates, directors, partners, trustees, managers, members, officers and employees are referred to collectively as “Goldman Sachs.” The separately managed accounts (or separate accounts) and pooled investment vehicles such as mutual funds, collective trusts and private investment funds that are sponsored, managed or advised by GSAM are referred to in this Brochure as “Advisory Accounts.” References to GSAM are to the asset management business of Goldman Sachs, which is carried out by various business units (also referred to as teams) within GSAM. Certain of these business units are the Registrants themselves (e.g., each of HFS, GSIS, and GSAM SV is a business unit), while others are groups within the Registrants (e.g., GSAMLP consists of a number of business units as described further below).
GSAM’s Advisory Services
GSAM’s advisory services are offered through a variety of investment products and arrangements, depending on the strategy. These include separately managed accounts (either directly or through wrap fee programs) and pooled investment vehicles such as mutual funds and private investment funds. Depending on the strategy, investment advice to clients is provided on a discretionary or non- discretionary basis. GSAM also advises individual and institutional investors with regard to alternative investments, including hedge funds, private equity funds, funds of funds, co-investments and other opportunities. For certain investment strategies, GSAM also provides model portfolios to investment advisers that are affiliated with Goldman Sachs (“Affiliated Advisers”), investment advisers that are unaffiliated with Goldman Sachs, including (i) investment advisers that are not controlled by Goldman Sachs but in which certain Advisory Accounts hold equity, profits or other interests, (ii) investment advisers with which Goldman Sachs has business relationships (collectively, “Unaffiliated Advisers” and, together with Affiliated Advisers, “Advisers”), and (iii) broker-dealers and other financial intermediaries that are unaffiliated with Goldman Sachs, in each case that use such model portfolios to assist in developing their own investment recommendations and managing their client accounts. In addition, as further described in Item 12, Brokerage Practices, GSAM also executes portfolio transactions at the direction of certain Advisory Accounts. Below is a description of the strategies and solutions utilized by GSAM in managing and advising Advisory Accounts. For additional information about GSAM’s strategies and solutions, please see Item 8, Methods of Analysis, Investment Strategies and Risk of Loss. Fundamental Equity The Fundamental Equity team conducts original, bottom-up fundamental research across a broad range of country- specific and multi-regional portfolios. The team manages strategies across a broad range of capitalizations and styles, spanning U.S., global developed, growth and emerging markets. Specifically, the team manages growth equity, value equity, core equity, global developed markets equity and growth and emerging markets equity strategies. Energy and Infrastructure (including MLPs) The Energy and Infrastructure team conducts fundamental analysis and a combination of top-down sub-sector selection and bottom-up company selection. The team invests their assets in securities, including Master Limited Partnerships (“MLPs”) engaged in, among other sectors, the energy, oil and gas sectors and in securities of other companies in these sectors. Global Fixed Income and Liquidity Management The Global Fixed Income team seeks to capitalize on investment opportunities across countries, currencies, sectors and issuers. The team offers single-sector, multi- sector, short duration and government and municipal/tax- free strategies and uses independent specialist teams for bottom-up and top-down analysis, and for generating strategies within their areas of expertise. The Global Liquidity Management team within Global Fixed Income helps clients to construct liquidity management solutions that encompass commercial and government securities as well as multicurrency options. Insurance Asset Management The Insurance Asset Management team offers a broad range of investment solutions to life, health, property and casualty insurers, and reinsurance clients. The team develops investment solutions within customized capital and risk management frameworks, including assisting clients in assessing financial risk. The team also incorporates specialized insurance strategy, risk management, reporting and accounting services, unique to the needs of insurers. These services include advisory solutions such as strategic asset allocation and asset liability management. Credit Alternatives The Credit Alternatives team offers clients a broad range of investment strategies and customized portfolios primarily focused on private opportunities, including, without limitation, direct loan origination, middle market lending strategies, private investment strategies, and real assets strategies (including investments in renewable power assets). These strategies seek to provide differentiated sources of yield. Quantitative Investment Strategies (“QIS”) The QIS team manages portfolios across a wide variety of equity alpha, alternative risk premia and smart beta strategies in equity, fixed-income, currency and commodities markets through factor-based investments. The team uses a quantitative style of management which features factor-based security selection, thoughtful portfolio construction and efficient execution. The team’s three areas of investment focus are:  Equity Alpha: Seeks to utilize traditional and non- traditional data sources to identify companies that are mispriced, companies that are positioned to grow their business beyond market expectation, and companies that are benefiting from positive themes, trends, and sentiment in pursuit of consistent outperformance in equity portfolios.  Alternative Risk Premia: Focuses on liquid hedge fund beta and alternative risk premia strategies, including volatility and trend.  Smart Beta: Focuses on customized, rules-based, and indexed strategies. Strategies include equity portfolios that capture common equity factors and tax-aware equity portfolios. QIS also offers customized multi-asset class allocations, risk management strategies, tactical investments and investment advisory solutions. GSIS GSIS, in conjunction with the AIMS team (as defined below), primarily offers investment management advice through private investment funds (including, without limitation, hedge funds, private equity funds and private equity co-investment funds), and primarily manages direct private investment strategies. Private investment strategies focus primarily on direct investing through privately negotiated transactions in privately-held companies or assets with growth potential. Certain of these strategies also involve investing in public equities and engaging in hedging transactions. GSIS, in conjunction with the AIMS team, manages Advisory Accounts that invest in private investments, all of which are either in wind-down mode or past their respective investment periods, and GSIS also manages an Advisory Account established in order to pursue certain co-investment opportunities. In connection with GSIS’s management of Advisory Accounts, certain members of the GSIS team focus on particular investment strategies and sub-strategies and/or on implementing such strategies and sub-strategies in specific geographic regions. Alternative Investments and Manager Selection (“AIMS”) AIMS provides investment management and advisory services designed to assist clients in diversifying risk generally through investments with Unaffiliated Advisers, including hedge fund, private equity, real estate, credit and fixed-income, and public equity managers. In addition, AIMS evaluates co-investment opportunities with Unaffiliated Advisers. AIMS manages client assets through selection of one or more Unaffiliated Advisers, selection of Unaffiliated Advisers to sub-advise pooled investment vehicles or separately managed accounts managed by AIMS and/or its affiliates (such pooled investment vehicles and separately managed accounts, “Manager of Manager Accounts”), direct investment in Underlying Funds (as defined below) that are private and/or public funds managed by Unaffiliated Advisers, and establishment of investment vehicles managed by AIMS that invest their assets in such third-party managed Underlying Funds (“AIMS Program Funds”). AIMS also provides services incidental to managing Advisory Account assets in certain cases, including hedging interest rate or currency risk for Advisory Accounts and related cash management, and disposing of assets distributed in kind by Advisers. AIMS advises Advisory Accounts on various matters, including the conduct of due diligence, portfolio construction and other functions, and also provides certain Advisory Accounts with access to due diligence reports and other information with respect to one or more Underlying Funds and Unaffiliated Advisers (“Diligence Reports”). In certain situations, AIMS agrees with certain clients that AIMS will provide a different or lower level of services (including relating to due diligence, oversight and/or monitoring of Unaffiliated Advisers and/or Underlying Funds) than would typically be the case absent such agreement. For purposes of this Brochure, “Underlying Funds” means investment funds (including pooled investment vehicles and private funds) in which one or more Advisory Accounts invest. The businesses that comprise AIMS include:  Hedge Funds: The AIMS hedge fund business is conducted through HFS. See “AIMS Hedge Funds” below.  Private Equity: AIMS-advised Advisory Accounts invest in the private equity market by making commitments to third-party managed private equity Underlying Funds (primary investments), co-investing directly or indirectly in companies alongside Unaffiliated Advisers (co-investments), by acquiring existing private equity investments in the secondary market or providing liquidity solutions to managers of, or investors in, private equity or related asset classes (secondary investments), and by acquiring minority stakes in alternative investment advisers and their affiliates (“Third-Party Management Companies”). AIMS creates portfolios utilizing these strategies, and these portfolios may receive exposure to leveraged buyouts, growth and venture capital, distressed turnaround, industry-focused and structured investments, natural resources, distressed, mezzanine and real assets, and other related sectors. AIMS also manages certain Advisory Accounts that (i) invest substantially all of their assets in a single Underlying Fund managed by an Unaffiliated Adviser or (ii) allocate substantially all of their assets to an Unaffiliated Adviser pursuant to an investment management agreement with such Unaffiliated Adviser. AIMS Private Equity allocates the assets of certain AIMS Program Funds (“Seeding Funds”) primarily to new, “start-up” or similar Unaffiliated Advisers that have limited or no independent track records, as well as certain other Unaffiliated Advisers that are seeking seed or similar investments, generally in exchange for rights to share in such Unaffiliated Advisers’ management fees and/or performance-based compensation (“Profits Interests”) and/or other special rights. Certain other AIMS Program Funds and AIMS-managed Advisory Accounts engage in these transactions as well.  Private Credit: AIMS-advised Advisory Accounts invest in the private credit market by making commitments to third-party managed private credit Underlying Funds (primary investments) and co- investing directly or indirectly in private loans or other illiquid credit instruments alongside Unaffiliated Advisers (co-investments). AIMS creates portfolios utilizing these strategies, and these portfolios may receive exposure to strategies such as direct lending, loan portfolios, specialty credit, distressed strategies, and other related strategies. AIMS also manages certain Advisory Accounts that invest substantially all of their assets in a single Underlying Fund managed by an Unaffiliated Adviser.  Real Estate: AIMS-advised Advisory Accounts invest in the private real estate market by making commitments to third-party managed private equity Underlying Funds (primary investments), co-investing directly or indirectly in companies alongside Unaffiliated Advisers (co-investments), and acquiring existing real estate investments in the secondary market or providing liquidity solutions to managers of, or investors in, real estate asset classes (secondary investments). AIMS creates portfolios utilizing these strategies, and these portfolios may receive exposure to office, multifamily, retail, industrial, hospitality, undeveloped and other types of properties.  Environmental, Social and Governance (“ESG”) and Impact: AIMS creates portfolios on behalf of Advisory Accounts utilizing ESG and impact strategies. For such portfolios, AIMS oversees ESG and impact- oriented investing across public equity, credit and fixed-income, hedge fund, real estate and private equity sectors. For these portfolios, AIMS primarily invests in each of these areas in the manner described in the corresponding descriptions in this section, but with an ESG or impact focus and objective.  Public Credit, Fixed Income, and Equity: AIMS acts as a “manager of managers” in the public credit, fixed- income and equity asset classes. AIMS selects Unaffiliated Advisers to sub-advise Manager of Manager Accounts in public credit, fixed-income and equity asset classes, invests directly in third-party managed public credit, fixed-income and equity Underlying Funds, and establishes AIMS Program Funds that invest substantially all of their assets in such third-party managed public credit, fixed-income and equity Underlying Funds. In addition, AIMS evaluates co-investment opportunities with public credit, fixed- income and equity Unaffiliated Advisers. AIMS Hedge Funds HFS acts as an adviser to AIMS Program Funds and other Advisory Accounts that invest primarily in Underlying Funds or other accounts utilizing hedge fund or related strategies on either a discretionary or non-discretionary basis. HFS typically allocates client assets to Unaffiliated Advisers. However, in certain circumstances, HFS allocates client assets to Underlying Funds advised by Affiliated Advisers. HFS typically allocates Advisory Account assets to an Adviser by directly investing in an Underlying Fund managed by that Adviser. However, HFS also allocates Advisory Account assets to Advisers by various other means, including by allocating assets to (i) an investment fund formed by HFS or its affiliate that gives an Adviser authority to manage the investment fund’s assets, (ii) an investment fund formed by an Adviser principally for Advisory Accounts, (iii) a feeder fund formed principally for Advisory Accounts that invests substantially all of its assets in a single Underlying Fund, (iv) an AIMS Program Fund that is focused on a specific sector or strategy, or (v) Advisers through one or more managed account platforms. In addition, HFS evaluates co-investment opportunities with Unaffiliated Advisers, and also allocates Advisory Account assets to an Underlying Fund indirectly through the use of derivative instruments. HFS allocates the assets of Seeding Funds primarily to new, “start-up” or similar Advisers that have limited or no independent track records, as well as certain other Advisers that are seeking seed or similar investments, generally in exchange for Profits Interests and/or other special rights. Other HFS-managed AIMS Program Funds and Advisory Accounts engage in these transactions as well. HFS also manages certain other AIMS Program Funds, each of which invests substantially all of its assets in a single Underlying Fund managed by an Unaffiliated Adviser. HFS also allocates a portion of certain Advisory Accounts’ assets to co-investment opportunities sourced and managed by Advisers to which HFS has allocated Advisory Account assets or by other Advisers or other persons with whom HFS or its affiliates have a relationship (“Co-investment Advisers”). HFS may also dynamically manage an Advisory Account’s risk profile (including without limitation with respect to the Advisory Account’s beta) and adjust an Advisory Account’s overall exposure to a particular hedge fund sector, strategy, sub-strategy or investment theme, without adjusting the Advisory Account’s actual allocations to Advisers. HFS acquired Aptitude in December 2018. Aptitude offers advisory services similar to those described above with respect to HFS. In addition to such services, Aptitude also assists clients in the design and implementation of the architecture of overall investment programs, based on, among other things, clients’ financial circumstances, risk parameters, investment goals and cash flow needs. Global Portfolio Solutions (“GPS”) The GPS team provides customized, multi-asset class solutions to clients, which includes markets expertise, asset allocation, and risk management services. The team leverages the broader GSAM platform as well as AIMS’ external manager selection platform to offer clients a broad range of competitive investment solutions across asset classes, regions, and the risk spectrum. As agreed upon with a client, GPS provides these services by selecting or recommending investment products, monitoring compliance with investment guidelines and/or policies and periodically rebalancing the portfolio. GPS clients include pooled investment vehicles formed and managed by the GPS team, including vehicles formed primarily for investment by other Advisory Accounts of GPS, and pooled investment vehicles formed and managed by others, including affiliates (“GPS Program Funds”). The GPS team also provides model portfolios to Advisers, broker-dealers or other financial intermediaries who may use such model portfolios to assist in developing their own investment recommendations and managing their own accounts or the accounts of their clients, or who may make such model portfolios available to their clients through investment platforms. Stable Value (GSAM SV) The Stable Value team offers strategies focused on fixed- income investment management services for institutional clients. The team’s services include portfolio evaluation, portfolio structuring, credit analysis, review of investment opportunities, structuring of investments, purchasing and selling investments, negotiation and administration of Stable Value Contracts (as defined below), review and oversight of Unaffiliated Advisers and monitoring of client portfolios. For certain Advisory Account mandates, GSAM SV retains Unaffiliated Advisers (or invests in their Underlying Funds) for all or part of the mandate or assists the Advisory Account with such retention or oversight of or reporting with respect to the Unaffiliated Adviser and/or provides reporting to the Advisory Account with respect to the Unaffiliated Adviser. For other mandates, the client is responsible for retaining, monitoring and terminating the Unaffiliated Adviser or Underlying Fund. In certain cases, GSAM SV’s retention of Unaffiliated Advisers is subject to client review in advance or to client approval. Rocaton Rocaton provides investment advisory services on either a discretionary or non-discretionary basis to its clients, which include corporate, nonprofit, public, healthcare, insurance and wealth management organizations and high net worth individuals. As agreed upon with a client, Rocaton provides asset allocation analysis and advice, selects or recommends the strategies used to implement the client’s allocation policies, assists with the review and selection of third party managers for a wide range of asset classes, both public and private, monitors such managers’ compliance with investment guidelines and/or policies, and periodically rebalances its portfolio. For certain of its defined contribution plan clients, Rocaton selects the investment menu (number and types of options) and specify the Qualified Default Investment Alternative (“QDIA”). Rocaton also provides services incidental to providing investment advice, including entering into and negotiating the terms and conditions of agreements related to the management of its clients’ assets, providing publications and reports to its clients on a variety of topics, assisting clients in the review, search and selection of a variety of service providers for their programs, and providing searches for, or evaluations of, retirement income or annuity-based products. Rocaton also provides model asset allocation portfolios and analysis of third party manager fees, comparative analysis of fees and expenses, and analysis of components of fees and expenses. Rocaton has established an Investment Council, which is empowered with the decision-making responsibility for the discretionary aspects of any Rocaton client relationship. In addition to the above, new strategies and products may be developed as markets and businesses change.
INVESTMENT RESTRICTIONS
Clients may impose reasonable restrictions on the management of their separate accounts, including by restricting particular securities or types of investments, provided that GSAM accepts such restrictions. Any such restrictions will be reflected in the investment guidelines or other documentation applicable to the Advisory Account. Absent specific instructions to the contrary, certain types of account limitations requested by clients, for example prohibiting investments in particular industries or limiting investments to those in certain socially responsible categories, may be defined or identified by reference to information provided by a third-party service provider selected by GSAM. GSAM will apply such restrictions based on GSAM’s internal policies and the policies and methodologies of the service provider. The methodology used by GSAM or these service providers to analyze companies may change without notice to clients. Unaffiliated Advisers appointed by GSAM on behalf of clients or Manager of Manager Accounts are responsible for making investment decisions consistent with the investment guidelines and restrictions developed by GSAM. Where GSAM is the investment adviser to a pooled investment vehicle, investment objectives, guidelines and any investment restrictions are not tailored to the needs of individual investors in those vehicles, but rather apply to the vehicle and are described in the prospectus or other relevant offering document for the vehicle. When an AIMS Program Fund invests in a third-party managed Underlying Fund, investment objectives, guidelines and any investment restrictions of the third-party managed Underlying Fund are described in the prospectus or other relevant offering document for the third-party managed Underlying Fund. As part of Goldman Sachs, a global financial services organization that is subject to a number of legal and regulatory requirements, GSAM is subject to, and has itself adopted, internal guidelines restrictions and policies that restrict investment decisions and activities on behalf of Advisory Accounts under certain circumstances. 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.
Additional Investment Restrictions Applicable to
GSAM SV Advisory Accounts
For retirement plans and other Advisory Accounts that have a “stable value” or similar investment objective, providers of wrap, separate account or other benefit responsive agreements (“Stable Value Contracts”) typically require that the Advisory Account be managed within specified guidelines as a part of their underwriting and contract process. These guidelines are generally in addition to those imposed by the Advisory Account, and limit the scope or types of investments that GSAM SV might otherwise include within an Advisory Account’s portfolio, which could result in a lower return to investors. These restrictions typically also apply to Unaffiliated Advisers or Underlying Funds that are included within an Advisory Account’s portfolio and, with respect to Underlying Funds, could affect investors who would not otherwise be subject to these limitations (e.g., investors that do not have “stable value” or a similar objective).
WRAP FEE PROGRAMS
GSAM’s investment advisory services are also available through various consulting or bundled “wrap fee” programs (“Wrap Programs”) sponsored by certain broker-dealers, including affiliates of GSAM (“Sponsors”). A client in a Wrap Program typically receives professional investment management of account assets through one or more investment advisers (including GSAM) participating in the program. Except for execution charges for certain transactions as described below, clients pay a single, all- inclusive (or “wrap”) fee charged by the Sponsor based on the value of the client’s account assets for asset management, trade execution, custody, performance monitoring and reporting through the Sponsor. The Sponsor typically assists the client in defining the client’s investment objectives based on information provided by the client, aids in the selection of one or more investment advisers to manage the client’s account, and periodically contacts the client to ascertain whether there have been any changes in the client’s financial circumstances or investment objectives that warrant a change in the management of the client’s assets. In certain Wrap Programs, the Sponsor contracts with other investment advisers to perform these services. In a Wrap Program, the Sponsor typically pays GSAM a fee based on the assets of clients invested in the applicable GSAM strategy in the Wrap Program. In certain cases, GSAM is instead paid fees based on the size of the total Wrap Program assets under management. The fees that GSAM charges one Sponsor may differ from the fees that GSAM charges another Sponsor in connection with managing the same strategy (including as a result of negotiations with particular Sponsors, which may take into account the size and scope of the overall relationship with such Sponsors, among other factors). As a result, Wrap Program clients of one Sponsor may pay more (or less) overall for the same GSAM strategy than the amount paid by Wrap Program clients of another Sponsor. A Wrap Program client may be able to obtain some or all of the services available through a particular Wrap Program on an “unbundled” basis through the Sponsor of that program or through other firms (including, as described below in this Contract Arrangements, through dual contract arrangements pursuant to which GSAM acts as investment adviser). Depending on the circumstances, the aggregate of any separately-paid fees (including in connection with a dual contract arrangement) may be lower (or higher) than the wrap fee charged in the Wrap Program. Payment of a bundled asset-based wrap fee may or may not produce accounting, bookkeeping, or income tax results better than those resulting from the separate payment of (i) securities commissions and other execution costs on a trade-by-trade basis and (ii) advisory fees. In connection with investment advisory services provided pursuant to a Wrap Program, GSAM will not have access to fulsome information regarding the Wrap Program client’s financial circumstance, investment objectives or overall investment portfolio. In addition, GSAM may receive information about the client at a different time than the Sponsor. As a result, any determination by GSAM as to the appropriateness or suitability for a Wrap Program client of a particular investment will be made without regard to the portion of the client’s portfolio that is not managed by GSAM, and such determinations may be different than would have been the case had GSAM had access to fulsome information regarding the client’s financial circumstance, investment objectives and overall investment portfolio. The following describes some of the differences between Wrap Program Advisory Accounts and other Advisory Accounts.
Management of Wrap Accounts
Wrap Program Advisory Accounts may not be managed identically to institutional Advisory Accounts. Purchases that are implemented for institutional Advisory Accounts will not always be reflected or fully reflected in a Wrap Program Advisory Account that follows the same or a substantially similar strategy. For example, certain Wrap Program Advisory Accounts are constructed and managed with position thresholds and parameters around new positions and changes to weightings in existing positions. These guidelines are specific to Wrap Programs and will generally not apply to institutional or pooled investment vehicle Advisory Accounts. These guidelines are at the discretion of the portfolio management teams and may be set and/or changed without notice to clients. Wrap Program Advisory Accounts may also be managed with the goal of maintaining different cash balances than other types of Advisory Accounts, including institutional Advisory Accounts, in order to manage the impact of relatively frequent inflows and outflows. For these and other reasons, clients should expect the holdings of Wrap Program Advisory Accounts to differ from one another, from Advisory Accounts that do not participate in the Wrap Program, and from those of the model portfolio for the relevant strategy. Deviations between holdings in a Wrap Program Advisory Account and a model portfolio generally are not considered errors. Deviations in holdings from the model portfolio for the strategy will contribute to performance differences between Wrap Program Accounts and institutional Advisory Accounts.
Trading Considerations and Best Execution for Wrap
Accounts
Where GSAM is retained as investment adviser under a Wrap Program, GSAM generally does not negotiate on the client’s behalf brokerage commissions and charges for transactions in the Wrap Program client’s Advisory Account executed through the Sponsor. These commissions and charges are generally included in the “wrap” fee charged by the Sponsor, although certain execution costs are typically not included in this fee and are, in certain cases, charged to the client (including, but not limited to, broker-dealer spreads, certain broker-dealer mark-ups or mark-downs on principal transactions, fees and other expenses related to transactions in depository receipts, including fees associated with foreign ordinary conversion, creation fees charged by third parties and foreign tax charges, auction fees, fees charged by exchanges on a per transaction basis, fees on NASDAQ transactions, other charges mandated by law, and certain other transaction costs). GSAM has discretion to select broker-dealers to execute trades for certain Wrap Program Advisory Accounts it manages. Subject to its obligation to seek best execution, GSAM generally places such trades through the Sponsor or its designated broker-dealer because (i) typically the all- inclusive fee paid by each Wrap Program client only covers certain execution costs on agency trades executed through the Sponsor or its affiliates (but does not cover execution costs for trades executed away from the Sponsor or its affiliates, or certain other costs as described below) and (ii) Wrap Program Advisory Accounts are typically custodied with the Wrap Program Sponsor. In addition, operational limitations with these types of accounts may make trading away from the Sponsor more difficult. Wrap Program Advisory Accounts also do not participate in new issues (including initial public offerings), as they are settled on a principal basis through the underwriters. The result of these limitations on trading away from the Sponsor may be that the overall execution of trades and performance in a Wrap Program Advisory Account is less favorable than it is for GSAM’s other Advisory Accounts. Clients who enroll in Wrap Programs should satisfy themselves that the Sponsor is able to provide best price and execution of transactions. Clients should also be aware that transactions in Wrap Program Advisory Accounts will generally produce increased trading flow for the Wrap Program Sponsor. In addition, legal and/or regulatory considerations may result in GSAM not selecting certain broker-dealers to execute trades for Wrap Program Advisory Accounts, even when those broker-dealers offer the lowest available commission rates, or lower commission rates than the Sponsor or its affiliates. See Item 12, Brokerage Practices—Broker- Dealer Selection. If GSAM selects a broker-dealer other than the Sponsor or its affiliates to effect an agency trade for a Wrap Program Advisory Account, clients should expect that any execution costs charged by that other broker-dealer will be charged to the Advisory Account. For fixed-income trades, and in certain circumstances for trades in equity accounts, transactions may be effected on a principal basis and therefore the spread, mark-ups and mark-downs will be paid by the account on those trades to the third-party broker- dealer. Such execution costs are in addition to the wrap fee paid by clients. In other Wrap Program arrangements, GSAM does not have discretion to select broker-dealers to execute trades for the Wrap Program Advisory Accounts it manages. In such cases, GSAM is not responsible for “best execution” of trades GSAM enters into on behalf of the client, but rather GSAM takes direction as to the use of brokers from either the client or the Unaffiliated Adviser. Wrap Program clients should also be aware that GSAM offers a variety of strategies through wrap platforms that may, at various times, result in a higher or lower “turnover” of investment securities. Wrap Program clients investing in a strategy or time period with lower investment turnover may pay a disproportionately high fee for execution services, relative to payment on a per transaction basis. In addition, GSAM generally will not aggregate transactions for Wrap Program Advisory Accounts with those of other accounts, and therefore Wrap Program Advisory Accounts will not benefit from a better price and lower commission rate or lower transaction cost that might have been available had the transactions been aggregated. Any securities or other assets used to establish a Wrap Program Advisory Account may be sold, and the client will be responsible for payment of any taxes due. Clients should consult their tax advisor or accountant regarding the tax treatment of their account under a Wrap Program. Wrap Program clients may request that GSAM engage in trades intended to offset capital gains tax liability. Such tax loss harvesting trades are subject to GSAM’s policies regarding minimum size of the trade, timing and format of the request. As part of this policy GSAM may limit, depending on strategy, the maximum amount of losses that would be permitted to be taken in an account. 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, there may be a significant delay between a Wrap Program client’s tax loss harvesting request and its execution, and requests received relatively later in the tax year may not be executed before year end. As described above and in Item 12, Brokerage Practices, Wrap Programs present unique considerations and as a result it is likely that performance of Wrap Program Advisory Accounts will differ from, and potentially underperform that of, GSAM’s other Advisory Accounts with the same or substantially similar investment strategies. Wrap Program clients should consider whether their overall needs are best met through investments in a Wrap Program Advisory Account or in another product or service with different portfolio management and trading features.
Single Contract and Dual Contract Arrangements
In addition to acting as an investment adviser in connection with Wrap Programs, as described above, GSAM acts as an investment adviser, on a sub-advisory basis, pursuant to “single contract” and “dual contract” managed account arrangements. In such arrangements, an Unaffiliated Adviser and its client enter into an agreement with regard to the Unaffiliated Adviser’s overall management of the client’s assets pursuant to which the Unaffiliated Adviser identifies managers that it believes are suitable for each client. Either the Unaffiliated Advisor or the client then selects the applicable managers to manage portions of the client’s portfolio. In a “single contract” arrangement, if GSAM is selected, GSAM enters into an agreement with the Unaffiliated Adviser pursuant to which GSAM will provide investment advice with respect to a portion of the portfolios of certain clients of the Unaffiliated Adviser. However, GSAM does not enter into a separate agreement with each applicable client. In a “dual contract” arrangement, on the other hand, if GSAM is selected, GSAM enters into agreements with both the Unaffiliated Adviser and each applicable client. In connection with both single contract and dual contract arrangements, the considerations relating to limitations on GSAM’s access to information about the client described above in this Item 4, Advisory Business—Wrap Fee Programs will apply. As a result, determinations by GSAM as to the appropriateness or suitability for a client in such an arrangement of a particular investment will be made without regard to the portion of the client’s portfolio that is not managed by GSAM, and such determinations may be different than would have been the case had GSAM had access to more fulsome information regarding the client and its portfolio. In the context of single contract and dual contract arrangements, execution may be handled by one of the methods outlined above under “Trading Considerations and Best Execution for Wrap Accounts” or by the applicable Unaffiliated Adviser. In a single contract arrangement, the Unaffiliated Adviser typically pays GSAM a fee out of the fees that the Unaffiliated Adviser received from the client, which is based on the assets managed by GSAM. In a dual contract arrangement, the client typically pays GSAM a fee based on the assets managed by GSAM, which is in addition to fees owed by the client to the Unaffiliated Adviser. Clients with single contract and dual contract arrangements through a particular Unaffiliated Adviser may pay higher (or lower) fees than clients with such arrangements through other Unaffiliated Advisers (including as a result of negotiations with the particular Unaffiliated Adviser, which may take into account the size and scope of the overall relationship with the Unaffiliated Adviser, among other factors). For example, GSAM may have relationships or other arrangements with certain Unaffiliated Advisers pursuant to which GSAM provides favorable pricing to clients with single or dual contract arrangements through such Unaffiliated Advisers. As described above in this Item 4, Advisory Business— Single Contract and Dual Contract Arrangements, given that fees in a single or dual contract arrangement are generally payable on an “unbundled” basis, clients that enter into such arrangements with GSAM may pay, in the aggregate, lower (or higher) fees than Wrap Program clients, depending on the services provided by GSAM in connection with such arrangements and the fees for such services relative to the wrap fee payable by a client in a Wrap Program. GSAM clients with single or dual contract arrangements should refer to the Form ADV of the applicable Unaffiliated Adviser for additional information regarding the dual contract arrangement.
ASSETS UNDER MANAGEMENT
As of December 31, 2019:  GSAMLP had assets under management of $1,157,088,518,050, of which $1,126,502,210,235 was managed on a discretionary basis and $30,586,307,814 was managed on a non-discretionary basis.  GSAMI had assets under management of $316,632,270,736, of which $316,616,430,717 was managed on a discretionary basis and $15,840,018 was managed on a non-discretionary basis.  HFS had assets under management of $11,811,439,205, of which $11,673,240,146 was managed on a discretionary basis and $138,199,059 was managed on a non-discretionary basis.  GSIS had assets under management of $2,554,837,013, all of which was managed on a discretionary basis. As of December 31, 2019, GSIS did not have any assets under management that were managed on a non- discretionary basis.  GSAM SV had assets under management of $53,605,054,837, of which $20,283,798,358 was managed on a discretionary basis and $33,321,256,479 was managed on a non-discretionary basis.  GSAMC had assets under management of $55,761,968,686, all of which was managed on a discretionary basis. As of December 31, 2019, GSAMC did not have any assets under management that were managed on a non-discretionary basis.  GSAMHK had assets under management of $21,250,962,759, all of which was managed on a discretionary basis. As of December 31, 2019, GSAMHK did not have any assets under management that were managed on a non-discretionary basis.  GSAMS had assets under management of $2,141,068,934, all of which was managed on a discretionary basis. As of December 31, 2019, GSAMS did not have any assets under management that were managed on a non-discretionary basis.  Aptitude had assets under management of $2,581,026,224, all of which was managed on a discretionary basis. As of December 31, 2019, Aptitude did not have any assets under management that were managed on a non-discretionary basis.  Rocaton had assets under management of $13,991,420,395, all of which was managed on a discretionary basis. As of December 31, 2019, Rocaton did not have any assets under management that were managed on a non-discretionary basis.  As of December 31, 2019, GSAMSP solely provided investment allocation models and did not have any assets under management that were managed on a discretionary basis or a non-discretionary basis.2 please register to get more info

COMPENSATION FOR ADVISORY SERVICES
Separately Managed Accounts
Clients generally pay advisory fees for separate account management based on a percentage of assets (generally of the net asset value of the assets, or, with respect to certain Advisory Accounts, the book value or the levered or notional value of the assets) in their Advisory Accounts. Certain clients also pay advisory fees for separate account management based on other criteria, including, for example, based on the amount of assets a client determines to allocate to investments recommended by GSAM in respect of a non- discretionary Advisory Account. In addition, certain clients pay a flat fee for certain types of advisory services, such as asset allocation advice and the provision of model portfolios. The actual fees, minimum fees and minimum account sizes for GSAM may be negotiated, and a client may pay more or less than the fees set forth in this Brochure, or more or less than similar clients or clients invested in similar strategies. Amounts may vary as a result of negotiations, discussions and/or factors such as the particular circumstances of the client, the size and scope of the overall client relationship, client customization of the investment guidelines, additional or differing levels of servicing, or as may be otherwise agreed with specific clients. Servicing arrangements such as reporting also varies among clients. In some cases, clients with multiple Advisory Accounts may be able to aggregate accounts managed by GSAM within each product or across Advisory Accounts, for purposes of applying lower fee rates at higher asset levels (referred to herein as “breakpoints”) or reduced fee schedules. Registrants, in their discretion, with respect to certain clients, agree to lower fees, waive minimums on fees, provide lowest available fee arrangements, or allow credits or offsets relating to certain types or specified amounts of expenses. Clients that negotiate fees with differing breakpoints, including flat fees and performance- 2 As of July 1, 2019, GSAMSP transferred $29,218,000,000 of non-discretionary assets under management to GSAMLP. based fees, may pay a higher fee than the fees set forth in this Brochure as a result of fluctuations in the amount of the client’s assets under management and account performance. Please see Appendix A for the fee schedules attributable to separately managed accounts advised by each of GSAMLP, GSAM SV, GSAMI, GSAMC, GSAMHK, and GSAMS. HFS, GSIS, Aptitude, Rocaton and GSAMSP do not maintain a standard fee schedule for separately managed accounts (or any other Advisory Accounts). Actual fees are individually negotiated with each Advisory Account client and vary depending on a number of factors, including those described above. In certain cases, GSAM is also compensated for performing diligence on, and advising clients whether or not to participate in, potential investment opportunities for such clients’ Advisory Accounts that are not otherwise made available to other Advisory Accounts or in which other Advisory Accounts do not otherwise participate. The compensation that GSAM receives in respect of such diligence and advice will vary, and may be dependent on the clients’ determination to participate in the potential investment opportunities.
Pooled Investment Vehicle Fees
GSAM 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, real estate funds and business development companies). GSAM’s fees for such services are based on each investment vehicle’s particular structure, investment process, and other factors. GSAM generally receives a management fee for management of non-private investment funds and a management fee and an incentive fee or allocation (which, in certain cases, takes the form of a carried interest and which, in certain cases, is received by an affiliate of GSAM) from each private investment fund and business development company (other than certain categories of private investment funds, including AIMS Program Funds and liquid alternative funds). The amount and structure of the management fee, incentive fee and/or allocation varies from fund to fund (and may vary significantly depending on the investment fund) and is set forth in the prospectus or other relevant offering document for each fund. In certain cases, investors receive fee reductions of all or a portion of the management fee (and/or incentive fee or allocation) attributable to an 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 GSAM and/or its affiliates and the applicable investor. Certain of GSAM’s fee structures create an incentive for GSAM to cause the pooled investment vehicles to make investments earlier in the life of such vehicle than otherwise would have been the case, 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 if the value of the investment increases in the future. GSAM receives similar fees from other types of vehicles (e.g., securitization vehicles) in respect of the advisory services GSAM provides to such vehicles. Certain investors that are invested in pooled investment vehicles pay higher or lower fees or are subject to higher or lower incentive allocations than similarly situated investors that are invested in the same pooled investment vehicle. Amounts may vary as a result of negotiations, discussions and/or factors such as 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 GSAM, or as may be otherwise agreed with specific investors. Fees and allocations charged to investors may differ depending on the class of shares or other interests purchased. Master-feeder funds, AIMS Program Funds, GSIS-managed private funds 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 “soft locks” (i.e., early redemption penalties), described in the relevant offering and governing documentation. Notwithstanding the foregoing, in certain cases, GSAM 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.
Servicing and Similar Fees
With respect to certain Advisory Accounts that are investment funds (and in certain cases other Advisory Accounts), the applicable governing documents provide for fees to be paid to GSAM or its affiliates in connection with the provision of certain administrative or other services. Such fees are in addition to any investment advisory fees chargeable to the Advisory Accounts. For information about administrative and other fees paid to third-party service providers, please see this Item 5, Fees and Compensation—Other Fees and Expenses—Custody, Administration and Other Fees.
Fees for Services to Portfolio Companies
In certain circumstances, GSAM, GS&Co. and their affiliates receive deal fees, sponsor fees, monitoring fees, transaction fees or other fees for services provided to portfolio companies. Advisers of Underlying Funds and their affiliates may also receive such fees. Sponsor and transaction fees generally are structured as payments of a percentage of either the enterprise value of a company, in the case of an acquisition or disposition, or the aggregate amount of the financing, in the case of financings or recapitalizations. Monitoring fees may be payable as fixed dollar amounts or may be calculated as a percentage of EBITDA (or other similar metric) of the portfolio company. Over the life of an investment, GSAM, GS&Co. and their affiliates may receive multiple sponsor or transaction fees with respect to an investment. Certain of these fees, such as monitoring fees, may be accelerated in connection with certain events such as the sale or initial public offering of the underlying portfolio company. If monitoring fees are accelerated, GSAM, GS&Co. and their affiliates receive a payment equal to all or some portion of future annual monitoring fees. In certain circumstances, GSAM, GS&Co. and their affiliates also receive commitment fees and break- up fees in connection with investments or potential investments, and personnel thereof receive fees, equity or other compensation in their capacity as directors of portfolio companies. Any such fees may not be offset against the fees that the Advisory Accounts and Underlying Funds would otherwise be required to pay to GSAM or the Advisers. The fees and expenses imposed by GSAM as manager of Advisory Accounts, or by Advisers of Underlying Funds, will, in the absence of a fee offset, reduce investment profits. Goldman Sachs also provides various services to Advisory Accounts and to portfolio companies and other companies in which Advisory Accounts have an interest. See Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Goldman Sachs Acting in Multiple Commercial Capacities. Compensation in connection with these services takes various forms such as commissions, mark-ups, markdowns, financial advisory fees, underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, and other fees, compensation or profits. In certain cases, such compensation is not negotiated and is more or less than what a comparable third party might charge. Goldman Sachs has an interest in obtaining fees and other amounts for such services which are favorable to Goldman Sachs. Fees and other compensation paid to Goldman Sachs in respect of these types of services are not shared with Advisory Accounts or their investors, and, subject to applicable law, details of such fees and other compensation are not typically disclosed to investors in Advisory Accounts.
Inducements/Non-Major Monetary Benefits
In connection with services provided by GSAM to Advisory Accounts, from time to time, GSAM receives from or provides to third parties, minor non-monetary benefits permitted under applicable law, including (i) information or documentation relating to financial instruments or investment services; (ii) issuer-commissioned research coverage; (iii) participation in conferences, seminars or training events on the benefits and features of specific financial instruments or investment services; (iv) hospitality of a de minimis value during meetings or those events specified in iii above; (v) connected research on an issuer in the context of an issuer capital raising; (vi) research provided for a trial period; and (vii) such other services and/or benefits that can be considered minor non-monetary benefits under applicable law from time to time. From time to time, Goldman Sachs (including GSAM) and its personnel receive the benefit of “friends and family” and similar discounts from portfolio companies of Advisory Accounts under which such portfolio companies make their goods and/or services available at reduced rates. Because many portfolio companies typically offer such discounts to customers other than Goldman Sachs (including GSAM) and other such persons as part of their standard commercial practices to expand their respective customer bases, Goldman Sachs (including GSAM) and its personnel generally refrain from requesting or negotiating for such discounts in the ordinary course.
Considerations Related to Asset-Based and
Performance-Based Compensation
GSAM receives different types of compensation in respect of Advisory Accounts. Asset-based compensation is based on the market value of the investments in the Advisory Account (or, in the case of certain Advisory Accounts, the book, levered, or notional value, depending on the applicable advisory agreement) and is paid without regard to the performance of the Advisory Account (other than to the extent reflected in market values or, if applicable, book, levered, or notional values). GSAM receives asset-based compensation, which may be significant, in respect of an Advisory Account even if the Advisory Account loses money. Performance-based compensation is contingent on Advisory Account performance, and in some cases is subject to a preferred return or a high water mark. Considerations related to performance-based compensation are set forth in Item 6, Performance-Based Fees and Side- By-Side Management.
Compensation Received by Goldman Sachs
Compensation received by GSAM and its affiliates related to various services provided to Advisory Accounts, including separate accounts and accounts that are pooled investment vehicles, and Underlying Funds will generally be retained by GSAM and its affiliates. Except to the extent required by applicable law or expressly agreed to by GSAM, GSAM is not required to offset such compensation against fees and expenses a client or Advisory Account may otherwise owe GSAM and its affiliates. In certain circumstances, clients may negotiate for certain of the fees charged in respect of Advisory Accounts to be credited against the fees GSAM charges such clients in respect of other Advisory Accounts in which they invest or which are managed on behalf of such clients. For additional information regarding fee arrangements with respect to Advisory Account investments in Affiliated Products, see Item 10, Other Financial Industry Activities and Affiliates, Conflicts Relating to the Allocation of Advisory Account Assets to Affiliated Products and External Products.
CALCULATION AND DEDUCTION OF ADVISORY
FEES
Advisory and management fees for Advisory Accounts generally are calculated and billed either monthly or quarterly in arrears depending on the Advisory Account, and generally (although not in all cases, including in the case of pooled investment vehicles) are payable within thirty (30) days upon the client’s receipt of an invoice. The frequency of calculation of incentive fees or allocations (which in certain cases take the form of a carried interest), and the timing of payments in respect thereof, will depend on the specific Advisory Account. Subject to negotiation, asset- based fees are generally prorated through the date of liquidation or termination, and incentive fees and allocations, if any, are generally calculated for the period during which the Advisory Account was managed. Where the custodian is an affiliate of GSAM, fees and other expenses are automatically deducted from the client’s Advisory Account, unless other arrangements have been made. Where the custodian is a third party, clients may arrange to have such fees debited directly from the client’s account for credit to GSAM, subject to applicable law.
OTHER FEES AND EXPENSES
In addition to the advisory fees described above, clients will be subject to other fees and expenses related to GSAM’s advisory services. See below in this Item 5, Fees and Compensation—Other Fees and Expenses—Allocation of Expenses and Broken-Deal Expenses.
Underlying Fund and Unaffiliated Adviser Fees and
Expenses
Where GSAM has recommended or invested Advisory Account assets in Underlying Funds managed by Unaffiliated Advisers, Advisory Accounts generally bear all fees and expenses applicable to the investment in the Underlying Funds, including fixed fees, asset-based fees, performance-based fees, carried interest, incentive allocation, and other compensation, fees, expenses and transaction charges payable to Unaffiliated Advisers in consideration of their services to the Underlying Funds. Fixed fees and performance-based compensation to Unaffiliated Advisers that manage hedge funds or private equity funds generally fall within the following approximate ranges, although in some instances, such fees and compensation materially exceed the percentages referenced below or are structured in materially different ways: (i) with respect to Underlying Funds that are hedge funds, fixed fees of 0% to 4% of each Unaffiliated Adviser’s allocation and performance-based compensation of 0% to 30% of the net capital appreciation in each individual Unaffiliated Adviser’s investment for the year, and (ii) with respect to Underlying Funds that are private equity funds, fixed fees of 0.50% to 1.50% of committed capital or invested capital (or a variation thereof) and performance-based compensation of 10% to 20% that typically applies once investors have received a return of contributed capital and a specified minimum return on that capital. Unaffiliated Advisers’ compensation with respect to other types of Underlying Funds may fall within or outside these ranges. In addition, Advisory Accounts investing in Underlying Funds managed by Unaffiliated Advisers generally bear fees paid for advisory, administration, distribution, 12b-1, shareholder servicing, sub-accounting, custody, sub-transfer agency and other services, which may be paid to GSAM or its affiliates, or to third party entities. See also Item 10, Other Financial Industry Activities and Affiliations. An investor in an Advisory Account investing in Underlying Funds managed by Unaffiliated Advisers also bear a proportionate share of the fees and expenses of each Underlying Fund managed by an Unaffiliated Adviser in which the Advisory Account invests. Fees and expenses of Underlying Funds managed by Unaffiliated Advisers are generally in addition to the fees each Advisory Account pays to GSAM, although the fee structure of certain Advisory Accounts requires GSAM to pay fees to Unaffiliated Advisers out of the fee it receives from the Advisory Account. See Item 10, Other Financial Industry Activities and Affiliations—Conflicts Relating to Relationships with Unaffiliated Advisers.
Transaction Charges
Except as set forth with respect to Wrap Program clients as described in Item 4, Advisory Business—Wrap Fee Programs, GSAM’s clients pay brokerage commissions, mark-ups, mark-downs and other commission equivalents as well as spreads and/or transaction costs related to transactions effected for their Advisory Accounts to executing broker-dealers (which may be affiliates of GSAM). As described in Item 12, Brokerage Practices, GSAM effects these transactions subject to its obligation to seek best execution. The different types of transaction charges include:  Commissions: the amount charged by a broker for purchasing or selling securities, real estate or other investments as an agent for the client, which is disclosed on the client’s trade confirmations or otherwise.  Commission equivalents: an 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.  Mark-ups: the price charged to a client, less the prevailing market price, which is included in the price of the security.  Mark-downs: the prevailing market price, less the amount a dealer pays to purchase the security from the client, which is included in the price of the security.  Spreads: 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. As described further in Item 4, Advisory Business, for Wrap Program clients, commissions and certain other transaction charges are generally included in the “wrap” fee charged by the Sponsor when trades are executed through the Sponsor, although certain execution costs are typically not included in this fee and are in certain cases charged to the client. If transactions are effected through a broker-dealer other than the Sponsor, all transaction charges are charged to the client in addition to the “wrap” fee. Additional information about transaction charges is available in Item 12, Brokerage Practices. See also Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.
Custody, Administration and Other Fees
Custody fees, administration fees and all other fees charged by service providers providing services relating to Advisory Accounts are levied by the custodian, the administrator or other service providers for the Advisory Account and are not included in the advisory fees payable to GSAM. An Advisory Account (and fund investors indirectly) will generally bear such expenses unless provided otherwise in the applicable governing documents. Expenses charged to an Advisory Account may include: (i) debt-related expenses, including expenses related to raising leverage, refinancing, short term and other liquidity facilities, 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 research, expenses relating to identifying, evaluating, 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); (iii) expenses related to hedging, including currency, interest rate and/or other hedging strategies; (iv) legal, tax and accounting expenses, including expenses for preparation of annual audited financial statements, tax return preparation, routine tax and legal advice, and legal costs and expenses associated with indemnity, litigation, claims, and settlements and expenses related to reporting and filings done by external tax professionals or for outside consultants engaged to assist GSAM personnel with regard to such functions; (v) professional fees (including, without limitation, fees and expenses of consultants, finders and experts); (vi) in the case of Advisory Accounts that are pooled investment vehicles, fees paid in connection with the placement of interests in such Advisory Accounts; (vii) in the case of certain Advisory Accounts that are pooled investment vehicles, fees and expenses incurred in connection with the activities of advisory committees and their members (in their capacity as such), including, for example, travel and other expenses associated with meetings and investments, to the extent contemplated in the governing documents of the applicable Advisory Accounts; (viii) fees and expenses of directors, trustees, alternative investment fund managers or independent general partners; (ix) technology expenses, including news and quotation services; (x) insurance premiums (which insurance generally covers numerous Advisory Accounts, in which case each participating Advisory Account is responsible for a share of the premiums); (xi) 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 GSAM or its affiliates to the extent such compliance relates to an Advisory Account’s activities; (xii) fees payable to GSAM or its affiliates for loan servicing, tax and accounting services provided by GSAM or its affiliates to Advisory Accounts, which represent an allocable portion of overhead costs of the departments providing such services and which generally are determined by GSAM 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; (xiii) costs, expenses and fees paid by certain Advisory Accounts in connection with any activities or meetings of special committees, councils or advisory groups formed by GSAM with respect to such Advisory Accounts; (xiv) any other reasonable expenses that are authorized by the applicable governing documents, or that are reasonably necessary or appropriate in connection with managing an Advisory Account; and (xv) in the case of Advisory Accounts with stable value objectives, fees charged by providers of Stable Value Contracts, which can include fees for advisory services. Individual consultants or advisors (some of whom are former employees of Goldman Sachs) are engaged by GSAM on behalf of certain Advisory Accounts and/or portfolio companies to provide consulting or advisory services to GSAM, Advisory Accounts and/or portfolio companies, including, without limitation, sourcing, operational consulting, industry consulting, asset level consulting and other services, and in certain cases, otherwise assisting Advisory Accounts with respect to the oversight of portfolio companies in which investments are made. These consultants or advisors do not in all cases work exclusively for GSAM, the Advisory Accounts and/or portfolio companies, and are not employees of GSAM, even if most or all of their work is performed on behalf of GSAM or at the direction of GSAM. The appropriate level of compensation for such advisors, consultants or other persons is in certain cases difficult to determine, especially if the expertise and services the individuals provide are unique and/or tailored to a specific engagement. Compensation paid to these consultants or advisors for consulting or advisory services related to the Advisory Account or the portfolio company is generally borne by the Advisory Account, is not offset against the management fee paid by the Advisory Account (which incentivizes GSAM to retain these advisors, consultants and other persons as independent contractors, rather than hiring them as employees) and in certain cases includes an annual fee and/or a discretionary performance-related bonus. In addition to consultant or advisory fees, the consultant or advisor may also receive the opportunity to invest in Advisory Accounts that are pooled investment vehicles or specific investments on a no-fee basis. The scope of services provided under the consulting and advisory agreements may include serving on the board of portfolio companies. When determining the directors of a portfolio company, GSAM in certain situations designates a third party who is not an employee of GSAM who has specific skills and experience that would benefit the portfolio company. Consultants, advisors and such third parties typically receive compensation and insurance coverage for serving on the board of a portfolio company in addition to the compensation noted above, which is paid by a portfolio company or, in certain cases, by the Advisory Account or GSAM. Such consultants, advisors or other third parties are entitled to retain those sources of compensation, and such compensation does not offset management fees payable by Advisory Accounts unless specifically agreed to under the Advisory Account documentation. When determining directors for portfolio companies, GSAM seeks to choose individuals to maximize the long-term value of the investment, not the amount of the applicable management fee that is offset. From time to time, GSAM is asked to provide, or GSAM offers to provide, to a portfolio company a list of potential candidates for a position on the board of directors of the portfolio company, including candidates that meet certain criteria or qualifications. If GSAM provides such a list, it will not be responsible for determining the suitability of the individuals on the list for the specific director position. GSAM does not guarantee the services of any third party, including any third-party custodian to an Advisory Account, and does not assume any responsibility for the payment of such third parties. To the extent Goldman Sachs provides services to Advisory Accounts not included in the advisory fee, Goldman Sachs will be entitled to retain all such fees and other amounts and no fees or other compensation will be reduced thereby. For additional information about fees for administrative and other services paid to GSAM or its affiliates, please see above in this Item 5, Fees and Compensation—Other Fees and Expenses—Custody, Administration and Other Fees.
Selection of Service Providers
GSAM, on behalf of Advisory Accounts and their portfolio companies (if any), expects to engage service providers (including attorneys and consultants) that in certain cases also provide services to Goldman Sachs and other clients managed by other parts of Goldman Sachs and their portfolio companies (if any). In addition, certain service providers to GSAM, Advisory Accounts or their portfolio companies are also portfolio companies or other affiliates of GSAM or Advisory Accounts (for example, a portfolio company of an Advisory Account may retain a portfolio company of another Advisory Account). To the extent it is involved in such selection, GSAM intends to select these service providers based on a number of factors, including expertise and experience, knowledge of related or similar products, quality of service, reputation in the marketplace, relationships with GSAM, Goldman Sachs or others, and price. These service providers may have business, financial or other relationships with Goldman Sachs (including its personnel), including being a portfolio company of, or otherwise affiliated with, GSAM, Goldman Sachs, or an Advisory Account. These relationships may influence GSAM’s selection of these service providers for Advisory Accounts or their portfolio companies. In such circumstances, there is a conflict of interest between GSAM, Goldman Sachs, and the Advisory Accounts (or their portfolio companies) or between Advisory Accounts (or their portfolio companies) if the Advisory Accounts (or their portfolio companies) determine not to engage or continue to engage these service providers. GSAM may, in its sole discretion, determine to provide, or engage an affiliate of GSAM to provide, certain services to Advisory Accounts and their portfolio companies, instead of engaging one or more third parties to provide such services. Subject to the governing documents of a particular Advisory Account, GSAM or its affiliates will receive compensation in connection with the provision of such services. As a result, GSAM faces a conflict of interest when selecting service providers for Advisory Accounts and their portfolio companies. In addition, GSAM may, in its sole discretion, determine to engage a third-party service provider to provide services to an Advisory Account that were previously provided by GSAM in connection with its investment management services to such Advisory Account. In such circumstances, the Advisory Account will bear the fees charged by such service providers in addition to the advisory fees payable to GSAM. Notwithstanding the foregoing, the selection of service providers will be conducted in accordance with GSAM's fiduciary obligations to Advisory Accounts. The service providers selected by GSAM may charge different rates to different recipients based on the specific services provided, the personnel providing the services, the complexity of the services provided, or other factors. As a result, the rates paid with respect to these service providers by Advisory Accounts or their portfolio companies, on the one hand, may be more or less favorable than the rates paid by Goldman Sachs, including GSAM, on the other hand. In addition, the rates paid by GSAM or the Advisory Accounts or their portfolio companies, on the one hand, may be more or less favorable than the rates paid by other parts of Goldman Sachs or clients managed by other parts of Goldman Sachs or their portfolio companies, on the other hand. Goldman Sachs (including GSAM), its personnel, and/or Advisory Accounts may hold investments in companies that provide services to portfolio companies generally, and, subject to applicable law, GSAM may refer or introduce such companies’ services to portfolio companies that have issued securities that are held in Advisory Accounts.
Allocation of Expenses and Broken-Deal Expenses
Multiple Advisory Accounts may participate in a particular investment or incur expenses applicable in connection with the operation or management of the Advisory Accounts, or otherwise may be subject to costs or expenses that are allocable to more than one Advisory Account (which may include, without limitation, research expenses, technology expenses, expenses relating to participation in bondholder groups, restructurings, class actions and other litigation, and insurance premiums). GSAM may allocate investment- related and other expenses on a pro rata or different basis. Certain Advisory Accounts are, by their terms or by determination of GSAM, on a case-by-case basis, not responsible for their share of such expenses, and, in addition, GSAM has agreed with certain Advisory Accounts to cap the amount of expenses (or the amount of certain types of expenses) borne by such Advisory Accounts, which results in such Advisory Accounts not bearing the full share of expenses they would otherwise have borne as described above. As a result, certain Advisory Accounts are responsible for bearing a different or greater amount of expenses, while other Advisory Accounts do bear any, or do not bear their full share, of such expenses. GSAM may bear any such expenses on behalf of certain Advisory Accounts and not for others, as it determines in its sole discretion. Advisory Accounts will generally incur expenses with respect to the consideration and pursuit of transactions that are not ultimately consummated (“broken-deal expenses”). Examples of broken-deal expenses include (i) research costs, (ii) fees and expenses of legal, financial, accounting, consulting or other advisers (including GSAM or its affiliates) in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction, (iii) fees and expenses in connection with arranging financing for a particular non-consummated transaction, (iv) travel, entertainment and overtime meal and transportation costs, (v) deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, a particular non-consummated transaction and (vi) other expenses incurred in connection with activities related to a particular non-consummated transaction. GSAM has adopted a policy relating to the allocation of broken-deal expenses among Advisory Accounts and other potential investors. Pursuant to the policy, broken-deal expenses generally will be allocated among Advisory Accounts in the manner that GSAM determines to be fair and equitable, which will be pro rata or on a different basis. Notwithstanding the foregoing, and unless otherwise indicated in the applicable governing agreements, offering memoranda or other documentation, in the case of commingled funds and other Advisory Accounts that, in connection with their pursuit of a transaction, offer the opportunity to participate in the transaction to certain non- discretionary Advisory Accounts or other potential investors, including funds organized for the purpose of investing in the specific transaction (collectively, “Non- Discretionary Co-investors”), if such transaction is not ultimately consummated, the commingled funds and other Advisory Accounts will generally bear all of the broken- deal expenses, including those that might otherwise have been allocated to the Non-Discretionary Co-investors. However, in the event that the Non-Discretionary Co- investors agreed to bear their share of the broken-deal expenses, or co-investors had a contractual right or other understanding to be offered the right to co-invest in the transaction, they will be allocated their share of the broken- deal expenses determined in the same manner as Advisory Accounts generally unless otherwise indicated in the applicable governing agreements, offering memoranda or other documentation, provided that such Non-Discretionary Co-investors that have the right to, and do, decline to participate in the transaction will not be allocated any portion of the broken-deal expenses incurred following any such decline (such amount to be determined by GSAM in its reasonable discretion). In addition, GSAM may bear the allocable share of broken-deal expenses for particular Advisory Accounts or Non-Discretionary Co-investors and not for others, as it determines in its sole discretion.
PREPAID FEES
Other than as described below with respect to Rocaton, Registrants generally do not charge clients fees in advance. However, in certain limited cases, GSAM does charge clients fees in advance as agreed with the client. Where fees are paid in advance and the Advisory Account is terminated before the end of a billing period, a client may contact GSAM to obtain a refund of the applicable portion of the pre-paid fee. Any such refund will be determined based on the terms of the agreement governing such Advisory Account. In addition, in certain cases, transaction charges or other expenses may be payable to GSAM or its affiliates at the inception of an investment in a fund or other investment vehicle or a portfolio company. See this Item 5, Fees and Compensation—Other Fees and Expenses— Transaction Charges. Rocaton charges certain clients in advance of the calendar quarter for which it provides advisory services. Rocaton refunds the full period payment to clients that pay fees in advance and terminate their investment advisory agreements in writing effective as of the last day of a billing period. If a client that pays fees in advance terminates its investment advisory agreement in writing effective prior to the last day of a billing period, the investment advisory fee is prorated according to the number of days in the billing period that the investment advisory agreement was in effect, unless the investment advisory agreement provides otherwise. Investment advisory agreements typically include a minimum notice period for termination (often between 30 to 60 days). The amount of any advisory fee refund is calculated based on the effective date of the termination and not the date the client provides notice of termination. Advisory fee refunds are initiated by Rocaton and are generally made by check.
COMPENSATION FOR THE SALE OF SECURITIES
Generally, except as described below, certain personnel of GSAM (“GSAM Personnel”) do not receive transaction- based compensation for the sale of securities or other investment products based upon a predetermined formula. Compensation of GSAM Personnel consists of a base salary and year-end discretionary variable compensation. While the base salary is established at the beginning of each year, year-end discretionary variable compensation is based on a variety of factors, including, but not limited to: contribution to net revenues for the past year which in part are derived from advisory fees, and for certain Advisory Accounts, performance-based fees; individual performance and his or her contribution to overall team performance, including in consideration of certain qualitative factors such as risk management, judgment, compliance and conduct; the performance of GSAM and Goldman Sachs; anticipated compensation levels among competitor firms; the individual’s role; and investment performance. Year-end discretionary variable compensation may be in the form of equity-based awards and/or cash-settled phantom units in specified mutual fund Advisory Accounts that are tied to the performance of such Advisory Accounts. Certain GSAM Personnel involved in the marketing, promotion and/or sale of investment products may be eligible to receive transaction-based compensation based upon a predetermined formula that is in part related to the sale of such products. Certain personnel of GSAM and its affiliates receive compensation based on the sale of securities or other investment products including interests in Accounts (as defined below), including Advisory Accounts. Such compensation may be received in connection with the sale of investment products (including money market funds) through online trading portals or other technology platforms that are utilized by certain clients. See Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.
CLIENT SELECTION OF UNAFFILIATED BROKERS
Clients have the option to purchase certain investment products recommended by GSAM directly or through broker-dealers that are not affiliated with Goldman Sachs. In some cases, acquiring an investment product through a broker-dealer that is not affiliated with Goldman Sachs may result in fees and execution charges that are lower than those charged by Goldman Sachs. In other cases, fees and execution charges may be higher than those charged by Goldman Sachs. please register to get more info

By-Side Management
Certain Advisory Accounts are subject to performance- based compensation (and in certain cases also include an asset-based compensation component). Performance-based compensation includes carried interest, override, incentive allocation, performance fees and other similar forms of performance-based compensation. Performance-based compensation arrangements for Advisory Accounts varies among clients and investment strategies. Certain Advisory Accounts are subject to performance-based compensation calculated by reference to the relevant high water marks for such Advisory Accounts, while other Advisory Accounts are subject to performance- based compensation that is paid only after a specified return has been achieved (a “preferred return”), the thresholds of which vary across Advisory Accounts. For example, Advisory Accounts (including hedge funds) that invest in readily marketable securities often provide for an asset- based fee based on the market value of the investments in the account at specified month or quarter ends and/or performance-based compensation calculated based on the applicable high water mark. Other Advisory Accounts, such as Advisory Accounts (including private equity funds) that invest in assets which lack a readily available market value, provide for an asset-based fee based on the investor’s capital commitment to the account or based on the amount of such commitment that is invested and performance-based compensation, typically in the form of a carried interest, that is subject to a preferred return. These different types of performance-based compensation result in certain Advisory Accounts paying higher or lower performance-based fees than other Advisory Accounts. Advisory Accounts that bear performance-based compensation reward GSAM for positive performance in those Advisory Accounts. Performance-based compensation arrangements provide a heightened incentive for portfolio managers to make investments that may present a greater potential for return but also a greater risk of loss, or that may be more speculative than would exist if only asset- based fees were applied. The simultaneous management of Advisory Accounts that bear performance-based compensation and Advisory Accounts that only bear an asset-based fee, or that bear performance-based compensation that is calculated in a different manner, creates a conflict of interest as the portfolio manager has an incentive to favor Advisory Accounts with the potential to bear greater fees when allocating resources, services, functions or investment opportunities among Advisory Accounts. For example, a portfolio manager will be faced with a conflict of interest when allocating scarce investment opportunities, given the possibly greater compensation from Advisory Accounts that bear performance-based compensation, as opposed to Advisory Accounts that bear no performance-based compensation. To address these types of conflicts, GSAM has adopted policies and procedures under which allocation decisions may not be influenced by compensation arrangements and investment opportunities will be allocated in a manner that GSAM believes is consistent with its obligations and fiduciary duties as an investment adviser. GSAM’s policies and procedures relating to allocation of investment opportunities are described further below. Investment groups within GSAM are subject to these and/or other similar policies and procedures that are consistent with GSAM’s obligations and fiduciary duties as an investment adviser and that address circumstances that may be unique to their businesses. No assurance can be made that these policies and procedures will have their desired effect. Notwithstanding GSAM’s allocation policies, the availability, amount, timing, structuring or terms of investments available to particular Advisory Accounts, including Advisory Accounts engaging in the same or similar strategies, differ in certain cases.
SIDE-BY-SIDE MANAGEMENT OF ADVISORY
ACCOUNTS; ALLOCATION OF OPPORTUNITIES
GSAM 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 potential conflicts, particularly in circumstances where the availability or liquidity of investment opportunities is limited. Areas in which such limited opportunities may exist include, without limitation, in local and emerging markets, high yield securities, fixed-income securities, regulated industries, real estate assets, primary investments and secondary interests in private investment funds, direct or indirect investments in and co-investments alongside private investment funds, investments in MLPs in the oil and gas industry and IPOs/New Issues (as defined below). Opportunities also exist where Advisers limit the number of investors in (or the size of) their Underlying Funds, or the amount of assets in accounts that they manage. For example, limited availability may exist with certain Advisers or with respect to certain classes of interests issued by an Underlying Fund that have better terms than other classes or where GSAM has negotiated different investment terms (including, without limitation, lower fees or more frequent liquidity than other investors) with an Adviser for itself and its clients but the Adviser limits the size of the investment by Goldman Sachs and its clients that will be subject to such terms. If GSAM wishes to transfer an existing investment that would be subject to the different terms or fee arrangements depending upon the Advisory Accounts to which it is transferred, GSAM faces potential conflicts in connection with the allocation of such investments among Advisory Accounts. To address these potential conflicts, GSAM has developed allocation policies and procedures that provide that GSAM Personnel making portfolio decisions for Advisory Accounts will make investment decisions for, and allocate investment opportunities among, Advisory Accounts consistent with GSAM’s fiduciary obligations. These policies and procedures may result in the pro rata allocation (on a basis determined by GSAM) of limited opportunities across eligible Advisory Accounts managed by a particular portfolio management team, but in other cases such allocation may not be pro rata. Allocation-related decisions for Advisory Accounts are made by reference to one or more factors and suitability considerations. Factors may include:  Advisory Account investment horizons and objectives (including with respect to portfolio construction);  Different levels of exposure to certain strategies, including sector oriented, concentrated new opportunities or other strategies;  Client-specific investment guidelines, restrictions and instructions, including, without limitation, the ability to utilize leverage or hedge through short sales or other techniques;  Whether Advisory Accounts give GSAM discretion or request client approval for investments;  Current and expected future capacity of applicable Advisory Accounts;  Limits on GSAM’s brokerage discretion, including client directed brokerage arrangements;  Tax sensitivity and objectives of Advisory Accounts;  Cash and liquidity needs and other considerations, including, without limitation, availability of cash for investment (e.g., purchase orders for a Wrap Program account are generally only executed to the extent of available cash);  Relative sizes and expected future sizes of applicable Advisory Accounts and eligible capital;  Expected future capacity of the applicable Adviser and/or Underlying Fund and limitations set by the applicable Adviser and/or Underlying Fund or other relevant parties;  Availability (or lack thereof) of other appropriate or substantially similar investment opportunities;  Legal and regulatory restrictions affecting certain Advisory Accounts or affecting holdings across Advisory Accounts, which may result in adjusting existing or future positions across Advisory Accounts and may consequently open up capacity for new Advisory Accounts or Advisory Account cash-flows;  Minimum denomination, minimum increments, de minimis threshold and round lot considerations;  Limitations set by relevant parties (e.g., Unaffiliated Advisers);  Differences in benchmark factors and hedging strategies among Advisory Accounts;  Current investments held by Advisory Accounts similar to the applicable investment opportunity;  Whether an investment opportunity constitutes a follow-on investment with respect to a particular asset held in certain Advisory Accounts;  The relationship of Advisory Accounts with particular issuers, Unaffiliated Advisers or investment opportunities, or sourcing or other investment-related activities of Advisory Accounts or the GSAM teams managing such Advisory Accounts;  Reputational matters and other such considerations; and  Suitability requirements and the nature of the investment opportunity. Suitability considerations may include:  Relative attractiveness of an investment to different Advisory Accounts;  Concentration of industry sector, sub-strategy, or positions in an Advisory Account;  Appropriateness of a security for the applicable benchmark, if any, and benchmark sensitivity of an Advisory Account;  An Advisory Account’s risk tolerance, risk parameters and strategy allocations;  Use of the opportunity as a replacement for an opportunity that GSAM believes to be attractive for an Advisory Account but is otherwise unavailable to the Advisory Account (including for legal or regulatory reasons); and/or  Considerations relating to hedging a position in a pair trade. Non-proportional allocations may occur across Advisory Accounts, including, without limitation, in fixed-income securities due to the availability of multiple appropriate or substantially similar investments in fixed-income strategies, as well as due to differences in benchmark factors, hedging strategies, or other reasons. In addition, the fact that certain personnel of Goldman Sachs are dedicated to one or more Advisory Accounts or clients is in certain cases a factor in determining the allocation of opportunities (including private equity opportunities and IPOs/New Issues) sourced by such personnel. Investment opportunities sourced by one portfolio management team may not be made available to Advisory Accounts managed by other portfolio management teams. In addition, certain portfolio management teams transact with Goldman Sachs on behalf of Advisory Accounts, whereas other portfolio management teams, including teams utilizing the same investment strategy, do not. As a result, certain Advisory Accounts receive allocations of certain investment opportunities, including IPO/New Issues and other profitable investments, that are not available to Advisory Accounts managed by portfolio management teams that do not transact with Goldman Sachs. GSAM, from time to time, develops and implements new trading strategies or seeks to participate in new trading strategies and investment opportunities. These strategies and opportunities are not employed in all Advisory Accounts or employed pro rata among Advisory Accounts where they are used, even if the strategy or opportunity is consistent with the objectives of such accounts. Further, a trading strategy employed for one Advisory Account that is similar to, or the same as, that of another Advisory Account may be implemented differently, sometimes to a material extent. For example, an Advisory Account may invest in different securities or other assets, or invest in the same securities and other assets but in different proportions, than another Advisory Account with the same or similar trading strategy. The implementation of an Advisory Account’s trading strategy depends on a variety of factors, including the portfolio managers involved in managing the trading strategy for the Advisory Account, the time difference associated with the location of different portfolio management teams, and the factors described above. In addition to such factors, GSAM may make decisions based on other factors such as strategic fit and other portfolio management considerations, including an Advisory Account’s capacity for such strategy or opportunity, the liquidity of the strategy and its underlying instruments, the Advisory Account’s liquidity, the business risk of the strategy relative to an Advisory Account’s overall portfolio make-up, and the lack of efficacy of, or return expectations from, the strategy for the Advisory Account. For example, such a determination may, but will not necessarily, include consideration of the expectation that a particular strategy will not have a meaningful impact on an Advisory Account given the overall size of the account, the limited availability of opportunities in the strategy and/or the availability of other strategies for the account. As referenced in the factors above, certain Advisers and/or Underlying Funds may accommodate only a limited amount of capital or may otherwise refuse to manage some or all of the assets that GSAM may wish to allocate to them. In allocating capacity-constrained investment opportunities among Advisory Accounts, GSAM may reserve certain portions of such investment opportunities for prospective Advisory Accounts or existing Advisory Accounts that have not yet made a determination to make the investment, which may lead to certain existing Advisory Accounts that have determined to make the investment not receiving an allocation, or receiving a lower than desired allocation, with respect to an investment opportunity even when GSAM has capacity to allocate such opportunity to such existing Advisory Accounts. Advisory Accounts may also invest in Affiliated Products at or near the establishment of such Affiliated Products, which may facilitate the Affiliated Products achieving a specified size or scale. During periods of unusual market conditions, GSAM may deviate from its normal trade allocation practices. For example, this may occur with respect to the management of unlevered and/or long-only Advisory Accounts that are typically managed on a side-by-side basis with levered and/or long-short Advisory Accounts. During such periods, GSAM will seek to exercise a disciplined process for determining allocations (including to Accounts in which Goldman Sachs and its personnel have an interest). 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 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). The application of these considerations may cause differences in the performance of different Advisory Accounts that employ the same or similar strategies. In certain cases, 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 strategy or type of investment (as determined in GSAM’s discretion) 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. 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. Such Accounts will not be subject to the GSAM allocation policies. 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. See this Item 6, Performance- Based Fees and Side-by-Side Management—Co-Investment Opportunities below. In addition, in some cases GSAM makes investment recommendations to Advisory Accounts that make investment decisions independently of GSAM. In circumstances in which there is limited availability of an investment opportunity, if such Advisory Accounts participate in the investment opportunity at the same time as, or prior to, other Advisory Accounts, the availability of the investment opportunity for other Advisory Accounts will be reduced irrespective of GSAM’s policies regarding allocations of investments. In certain cases, persons or entities who do not have an Advisory Account relationship with GSAM receive allocations of opportunities from GSAM, and are included in GSAM’s allocation procedures as if they were Advisory Accounts, even though there is no investment advisory relationship between GSAM and such persons or entities. Such cases include, but are not limited to, certain entities to which GSAM provides various services, including management and other services in relation to their business strategies and operations (as further described below in Item 7, Types of Clients), certain entities in which Advisory Accounts have a direct or indirect interest, certain entities with which Advisory Accounts have a business or other relationship, and/or certain entities to which GSAM or GSAM Personnel provide investment-related or other services (which may include serving on governing or advisory boards). Such persons or entities may have investment objectives or business strategies that are the same as or similar to the investment objectives or investment programs of Advisory Accounts, and may seek to make or sell investments in the same securities or other instruments, sectors or strategies as Advisory Accounts. Although a particular investment opportunity may be appropriate for both such a person or entity and an Advisory Account (including without limitation an Advisory Account which has an interest in or relationship with such person or entity), such opportunity may be allocated in whole or in part to the person or entity that does not have an Advisory Account relationship in accordance with GSAM’s allocation policies and procedures. In addition, due to regulatory or other considerations, the receipt by the person or entity of an investment opportunity may restrict or limit the ability of a related Advisory Account to receive an allocation of the same opportunity.
IPO/NEW ISSUE ALLOCATION POLICIES
Allocation of initial public offerings or new issues (“IPO/New Issue”) will be effected consistent with fiduciary duties and in accordance with the general allocation policies and procedures outlined above under Item 6, Performance- Based Fees and Side-by-Side Management—Side-By-Side Management of Advisory Accounts; Allocation of Opportunities. The application of the relevant factors may result in non-pro rata allocations, and certain Advisory Accounts (including Advisory Accounts in which Goldman Sachs and personnel of Goldman Sachs have an interest) may receive an allocation when other Advisory Accounts do not. For example, as described above in this Item 6, Performance-Based Fees and Side-By-Side Management, Side-By-Side Management of Advisory Accounts; Allocation of Opportunities, Advisory Accounts managed by a portfolio management team that transacts with Goldman Sachs may receive allocations of IPO/New Issues and other profitable investments that are not available to Advisory Accounts managed by portfolio management teams, including teams that utilize the same investment strategy, that do not transact with Goldman Sachs. Allocations may be adjusted under certain circumstances, for example in situations where pro rata allocations would result in de minimis positions or odd lots. Furthermore, some Advisory Accounts are not eligible to participate in an IPO/New Issue where, for example, the investment guidelines for an Advisory Account prohibit IPOs/New Issues, the account is a directed brokerage account (including accounts in the Wrap Program), or the account is owned by persons restricted from participating in IPOs/New Issues pursuant to Financial Industry Regulatory Authority Rules 5130 and/or 5131, as amended, supplemented and interpreted from time to time, or other applicable laws or rules or prudent policies in any jurisdiction.
DISCRETIONARY AND NON-DISCRETIONARY
ACCOUNTS
GSAM provides non-discretionary investment advisory services where GSAM advises Advisory Accounts on purchasing, selling, holding, valuing, or exercising rights with respect to particular investments, but does not have discretion to execute purchases or sales on behalf of the Advisory Accounts without the specific instruction of the client. In certain cases, GSAM advises with respect to the same or similar securities in discretionary and non- discretionary Advisory Accounts. There may be timing differences related to the transmission of advice to non- discretionary Advisory Account clients for consideration and a determination of whether to act on the advice. As a result, in certain cases GSAM executes trades in investments for discretionary Advisory Accounts in advance of GSAM communicating with non-discretionary account clients about those investments. As a result, particularly with large orders or where the investments are scarce or thinly traded, non-discretionary Advisory Accounts receive allocations or prices that in certain cases are less favorable than those obtained for discretionary Advisory Accounts. In other cases, GSAM advises discretionary accounts independently of non-discretionary accounts. For example, in connection with non-discretionary Advisory Accounts, GSAM may have information with respect to pending purchases or sales, or relating to a non-discretionary client’s business and financial position, each of which may affect GSAM’s advice to such non-discretionary client. In the event that GSAM considers such information to be of a sensitive nature, GSAM may, on a case by case basis, elect to implement internal policies and procedures (including, where appropriate, the use of information barriers) to manage the flow of such information within GSAM, which may prevent the transmission or affect the timing of transmission of certain advice to some accounts.
CO-INVESTMENT OPPORTUNITIES
As described above, in cases in which one or more funds or other Advisory Accounts are intended to be GSAM’s primary investment vehicles focused on, or that receive priority with respect to, a particular 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 Co- Investment Opportunities, which will result in certain Advisory Accounts, other Accounts or other persons receiving allocations to, or rights to invest in, Co- Investment Opportunities that are not available to Advisory Accounts generally. Policies relating to Co-Investment Opportunities depend on the type of funds or other Advisory Accounts and the particulars of their investment programs, among other factors. Typically, policies relating to Co-Investment Opportunities are tailored to the funds or other Advisory Accounts that are the primary investment vehicles focused on, or that receive priority with respect to, the applicable investment opportunity. Generally, Co-Investment Opportunities are made available when GSAM determines that while it is in the best interests of the funds or other Advisory Accounts to acquire the full amount of a particular investment (as opposed to not making the investment), it is further in the best interests of the funds or other Advisory Accounts, due to diversification, portfolio management, leverage management, investment profile, risk tolerance or other exposure guidelines or limitations, cash flow or other considerations, for the funds or other Advisory Accounts to acquire or otherwise hold less economic exposure to the investment than the full amount. In addition, GSAM provides Co-Investment Opportunities (including opportunities to make investments in accordance with a particular investment thesis utilized by an Advisory Account alongside such Advisory Account) to certain persons, including certain of GSAM’s non-discretionary clients, if the capacity available with respect to an investment opportunity exceeds the amount that GSAM determines is appropriate or optimal for the Advisory Account participating in such investment opportunity. Generally, GSAM has broad discretion in determining to whom and in what relative amounts to allocate Co- Investment Opportunities. Factors GSAM may take into account include, but are not limited to, the magnitude and nature of a potential recipient’s relationship with Goldman Sachs, if any, whether such potential recipient is able to assist or provide a benefit to the funds, Advisory Accounts and/or Goldman Sachs in connection with the potential transaction or otherwise, whether GSAM believes the potential recipient is able to execute a transaction quickly or is willing to bear expenses associated with a potential transaction that is not consummated, and whether the potential recipient is expected to provide expertise or other advantages in connection with a particular investment. Co- Investment Opportunities may or may not give preference to investors in the applicable funds or other Advisory Accounts, or investors that have made commitments over a certain threshold as opposed to other investors, and Co- Investment Opportunities may be provided in connection with a commitment to a fund or other Advisory Account. No Advisory Account or other person (including Advisory Accounts that are similarly situated to Advisory Accounts or other persons receiving Co-Investment Opportunities) will have any right to any Co-Investment Opportunity unless such person has entered into an agreement with respect thereto. Co-Investment Opportunities are provided on a case-by-case basis as they arise or in the form of priority rights with respect to future Co-Investment Opportunities. GSAM may or may not receive fees or other compensation in connection with Co-Investment Opportunities. Co-Investment Opportunities may be acquired at the same time and on the same terms as the funds or other Advisory Accounts making the primary investment, or at different times or on different terms, including in a subsequent sale by one or more of such funds or other Advisory Accounts to the participants in a Co-Investment Opportunity. The price at which an Advisory Account acquires an investment in connection with a Co- Investment Opportunity may be based upon cost and may or may not include an interest component or may reflect adjustments to the value of the investment following acquisition by the selling Advisory Account. See Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Principal Trading and Cross/Agency Cross Transactions with Advisory Accounts. In addition, GSAM is incentivized to offer certain potential co-investors (including, by way of example, as a part of a strategic relationship or based on the size of such co- investor’s commitment, individually and in the aggregate, to the Advisory Accounts within their commitment periods) opportunities to co-invest in opportunities of a certain size, in priority and/or on more favorable terms as compared to other co-investors because the extent to which any such co- investor participates in (or is offered) co-investment opportunities may impact the amount of performance-based compensation and/or management fees (as well as any discounts or rebates thereof that may result if certain target co-investment allocations or other conditions under such arrangements are not achieved) to which GSAM and/or its affiliates may be entitled under such arrangements with such co-investors. The allocation of expenses, and in particular broken-deal expenses, with respect to Non-Discretionary Co-investors is discussed in further detail above in Item 5, Fees and Compensation—Other Fees and Expenses— Allocation of Expenses and Broken-Deal Expenses.
PROVISION OF PORTFOLIO INFORMATION TO
MODEL PORTFOLIO ADVISERS
GSAM provides model portfolios to affiliated and unaffiliated investment advisers (“Model Portfolio Advisers”) who use such model portfolios to assist in developing their own investment recommendations and managing their own client accounts. Accounts managed by Model Portfolio Advisers are referred to herein as “Model Portfolio Accounts.” GSAM may (but need not) delay communicating information regarding model portfolios or any updates thereto until after other Advisory Accounts have commenced trading. In addition, there may be circumstances outside of GSAM’s control which result in timing differences in the receipt of information regarding or updates to model portfolios by a particular Model Portfolio Adviser or Model Portfolio Account, on the one hand, and Advisory Accounts or other persons, on the other hand. In such circumstances, Model Portfolio Advisers, including personnel of the Private Wealth Management unit of GS&Co. who make execution decisions for certain Model Portfolio Accounts, will not have had the chance to evaluate or act upon the model portfolio recommendations prior to the time at which other Advisory Accounts received such recommendations and had the opportunity to act upon them. It is also possible that Model Portfolio Advisers, including PWM personnel who make execution decisions for certain Model Portfolio Accounts, will act upon such recommendations before other Advisory Accounts have commenced trading based on such recommendations. Trades on behalf of accounts that commence trading after the others may be subject to price movements, particularly with large orders or where the securities are thinly traded. As a result, Model Portfolio Accounts may not track the model and Model Portfolio Accounts and Advisory Accounts may receive prices that are less favorable than the prices obtained for other accounts. This could occur, for example, because of time zone differences or other reasons that cause orders to be placed at different times. Furthermore, any delay in the communication or receipt of updates to model portfolios may in certain instances reduce or eliminate the usefulness of such model portfolios to Model Portfolio Advisers, Model Portfolio Accounts and Advisory Accounts. See also Item 12, Aggregation of Orders, for information regarding the allocation of securities relating to orders that are executed on an aggregated basis. please register to get more info

TYPES OF CLIENTS
GSAM provides investment solutions to a range of individual and institutional investors worldwide. GSAM’s clients include individuals, families and family entities, banks and thrift institutions, pooled investment vehicles, pension and profit sharing plans, trusts, estates, charitable organizations, insurance companies, corporations, and other business entities. In addition to those types of clients, GSAM provides investment advice to U.S. and non-U.S. government entities, sovereign wealth funds, local authorities and public international bodies, as well as mutual funds, closed end funds (including business development companies), exchange traded funds, collective trusts, long- only pooled investment vehicles (direct and Manager of Manager Accounts that are pooled investment vehicles), hedge funds (direct and funds-of-funds), private equity funds, real estate funds, securitization vehicles and other private investment vehicles (e.g., AIMS Program Funds). GSAM also has client and other relationships with other entities, including special purpose acquisition vehicles and operating companies. GSAM provides various services to these entities, including management and other services in relation to their business strategies and operations. GSAM (or an affiliate of GSAM) receives compensation in exchange for these services, which may include asset and/or performance-based compensation or other forms of compensation (e.g., equity interests in such entities). GSAM does not provide services to these entities pursuant to investment advisory contracts and GSAM’s relationships with these clients are not investment advisory relationships. As a result, investors in such entities generally do not have the protections of the substantive provisions of the Advisers Act and may not have the protections of the substantive provisions of certain other laws and regulations. However, GSAM in its discretion may, and in many cases does, operate such entities in accordance with, and take such entities into account for purposes of, certain of the policies and procedures described herein. In particular, such entities generally receive allocations of opportunities from GSAM, and generally are included in GSAM’s allocation procedures, as described above in Item 6, Performance Based Fees and Side-By-Side Management—Side-By-Side Management of Advisory Accounts; Allocation of Opportunities. In addition, GSAM’s activities on behalf of such entities in certain situations creates conflicts of interest between such entities, on the one hand, and Advisory Accounts, on the other hand, that are the same as or similar to the conflicts that arise between Advisory Accounts, or between an Advisory Account, on the one hand, and an Account, on the other hand, as described in Item 6, Performance Based Fees and Side-By-Side Management and Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.
ACCOUNT REQUIREMENTS
GSAM does not generally impose a minimum dollar value of assets in order to open or maintain an account. However, GSAM does consider the minimum annual fee an account is expected to generate when determining whether to open or maintain an account. GSIS takes into account the dollar value of assets expected to be managed in an account, as well as the type of investment strategy to be employed, in determining whether to open or maintain a separately managed account, and other Registrants may also take these factors into account. In the case of consulting or Wrap Programs sponsored by certain broker-dealers, GSAM generally requires clients to have minimum assets under management of $100,000. The minimum account size applicable to GSAM clients with “dual contract” managed account arrangements may differ from that applicable to GSAM clients participating in consulting or Wrap Programs. To open or maintain an Advisory Account with GSAM, clients are required to sign an investment advisory agreement that, among other things, describes the nature of the investment advisory authority given to GSAM. Under delegated authority from one or more of its affiliates, GSAM also manages certain accounts of its affiliates’ clients and receives a portion of the fee or other compensation paid by the client from the affiliate for such services. In such cases, the client will have entered into an investment advisory agreement with Goldman Sachs or with GSAM’s affiliate and not GSAM. In the case of separately managed accounts and private investment funds, U.S. investors must generally be “accredited investors” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “1933 Act”), “qualified purchasers” as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended, and the rules thereunder (the “Investment Company Act”) and “qualified eligible persons” under Rule 4.7 of the U.S. Commodity Exchange Act, as amended. The minimum amount investors must invest in such GSAM-managed funds and accounts is set forth in each such fund’s prospectus or other relevant offering document and varies from fund to fund depending on the particular investment product. Such minimum amount is typically between $500,000 and $5,000,000, although may be lower or higher, and may be waived in the discretion of a fund’s general partner, managing member, board of directors, or other managing body. please register to get more info

Strategies and Risk of Loss
METHODS OF ANALYSIS AND INVESTMENT
STRATEGIES
GSAM and its investment teams offer a broad range of products across asset classes, regions and the risk spectrum. These investment teams are described below. GSAM’s investment teams use a variety of proprietary and non-proprietary analysis and data to evaluate investment options and formulate investment advice for Advisory Accounts. The methods of analysis and particular account characteristics will vary depending on the particular investment strategy offered, but may include fundamental or quantitative (including asset allocation models) analysis as well as ESG and impact strategies. Additional sources of research information include other general information and analysis as may be appropriate under the circumstances. Advisory Accounts differ from portfolio management group to portfolio management group, and guidelines, strategies and sub-strategies differ among Advisory Accounts. Advisory Account clients and investors in pooled investment vehicles 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 and investors should be prepared to bear. 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 or an investor’s investments will fluctuate due to market conditions and other factors. The investment decisions made and the actions taken for Advisory Accounts will be subject to various market, liquidity, currency, economic, political and other risks, and investments may lose value. Please see this Item 8—Methods of Analysis, Investment Strategies and Risk of Loss—Material Risks for Significant Investment Strategies and Particular Types of Securities and Appendix B—Information on Significant Strategy Risks, for information about the risks associated with security types and investment techniques used by GSAM.
Fundamental Equity
The Fundamental Equity team utilizes fundamental research in choosing securities for an Advisory Account. The team also uses macro analysis of numerous economic and valuation variables to anticipate changes in company earnings and the overall investment climate. The team is able to draw on the research and market expertise of securities dealers, including affiliates of GSAM. Equity investments in an Advisory Account will generally be sold when the team believes that the market price fully reflects or exceeds the investments’ fundamental valuation or when other more attractive investments are identified. The team’s Advisory Accounts generally invest in common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants and stock purchase rights and synthetic and derivative instruments that have economic characteristics related to equity securities.
Energy and Infrastructure (including MLPs)
The Energy and Infrastructure team conducts fundamental analysis and a combination of top-down sub-sector selection and bottom-up company selection. The team selects their investments based on a range of criteria, including valuation, sector exposure, stability of cash flow and expected distribution growth. The team is able to draw on the research and market expertise from the broader GSAM platform. The team’s Advisory Accounts generally invest in equities listed on established U.S. securities exchanges.
Global Fixed Income and Liquidity Management
The Global Fixed Income team uses specialist teams for generating strategies within their areas of expertise. The team’s investment process is generally based on four basic elements:  Developing a long-term risk budget. The team establishes a “risk budget” or range that a particular Advisory Account may deviate from its respective benchmarks with respect to sector allocations, country allocations, securities selection and, to a lesser extent, duration. Following analysis of risk and return objectives, the team allocates the overall risk budget to each component strategy to seek to optimize potential return;  Generating investment views and strategies. The strategy teams generate investment ideas within their areas of specialization. Generally, there are top-down strategy teams responsible for cross-sector, duration, country and currency decisions and bottom-up strategy teams that formulate sub-sector allocation and security selection decisions;  Portfolio construction. The strategy teams collaborate to build a diversified portfolio of individual securities consistent with each client’s overall risk and return objectives; and  Dynamic adjustments based on market conditions. As market conditions change, the volatility and attractiveness of sectors and strategies can change as well. To optimize an Advisory Account’s risk/return potential within its long-term risk budget, the portfolio managers dynamically adjust the mix of top-down and bottom-up strategies. At the same time, the strategy teams adjust their strategies and security selections in an effort to seek to optimize performance within their specialty areas. The Global Liquidity Management team uses a combination of active duration management, term structure, and sector and security selection decisions. Duration and term structure decisions reflect the team’s view on the timing and direction of monetary policy, as well as an Advisory Account’s immediate and near-term cash requirements. Sector and individual security selection decisions also depend on Advisory Account guidelines, as well as on fundamental and quantitative sector research that seeks to optimize the risk/return profile of the portfolio. Security selection is restricted to issuers that meet certain credit standards.
Insurance Asset Management
The Insurance Asset Management team focuses on educating and assisting insurers in areas such as strategic asset allocation, asset liability management, capital management, peer analysis, capital and tax-efficient investment strategies. In providing this education and assistance, a team of professionals with experience in the insurance industry and quantitative analysts use risk and capital modeling optimization and stress testing capabilities based on Goldman Sachs’ proprietary optimization systems. As agreed with Advisory Accounts, the team’s fixed-income investment approach takes into account regulatory, capital and accounting and other client-specific requirements. The fixed-income investment strategies employed to manage assets may include: (i) modified total return strategies that are typically managed to total return objectives; and/or (ii) income/buy and hold strategies that are typically managed to specific, client-defined income, yield or spread targets. The team includes dedicated fixed-income portfolio managers and insurance-focused sector specialists that are integrated into the Global Fixed Income team. Where appropriate, the team also leverages the resources of other GSAM investment teams across asset classes with the goal of providing clients with diverse sources of risk-adjusted returns.
Credit Alternatives
The Credit Alternatives team utilizes a bottom-up, fundamentally-based investment approach with a focus on capital preservation to provide clients with differentiated sources of return or yield over the long-term. The team offers clients a broad range of investment strategies and customized portfolios primarily focused on public and private opportunities, including, without limitation, corporate credit strategies, private investment strategies and real asset strategies. The businesses that comprise Credit Alternatives include: Private Investments Private investment strategies managed by the team focus primarily on private corporate credit investment opportunities in North America and utilize a bottom-up, fundamental research approach to lending. The team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring investments and monitoring and servicing investments. The team’s private investment strategies include direct originations of secured debt and unsecured debt, as well as investments in select equity investments. Secured debt may include first lien loans, second lien loans and unitranche debt (including “last-out” portions of such debt). Unsecured debt may include, among other things, mezzanine debt. The team makes investments through both primary originations and open-market secondary purchases. The team currently does not limit its focus to any specific industry. Real Assets Real assets investment strategies managed by the team focus primarily on renewable energy projects. The team is responsible for identifying opportunities for new portfolio acquisitions, conducting research and due diligence on prospective acquisitions of renewable energy projects and negotiating and structuring any such acquisitions. The team is also responsible for overseeing the operations of projects. The team’s renewable energy strategy is focused primarily on acquiring, owning and operating medium-sized solar energy projects that are expected to generate cash flow in connection with contractual arrangements with “off-take” counterparties that have agreed to purchase energy. The objective of the team’s business strategy is to generate predictable long-term, distributable cash flows as well as, to a lesser extent, capital appreciation through the acquisition and operation of such assets.
Quantitative Investment Strategies
The QIS team members focused on Equity Alpha strategies attempt to forecast expected returns on a global universe of stocks on a daily basis using proprietary models developed by the QIS team. These models are based on certain investment themes including, among others, Fundamental Mispricings, High-Quality Business Models, Sentiment Analysis and Market Themes & Trends.  Fundamental Mispricings. The team seeks to identify high-quality businesses trading at attractive prices relative to their intrinsic values and peer groups, which the team believes leads to strong performance over the long-run.  High-Quality Business Models. The team seeks to identify companies that are generating high-quality revenues with sustainable business models and aligned management incentives.  Sentiment Analysis. The team seeks to identify stocks experiencing improvements in their overall market sentiment.  Market Themes and Trends. The team seeks to identify companies positively positioned to benefit from themes and trends in the market and macroeconomic environment. The QIS team members focused on Alternative Risk Premia strategies create portfolios comprising liquid hedge fund beta and alternative risk premia strategies. The methods and techniques that are utilized in the team’s investment processes include:  A comprehensive, customizable solution for implementing a hedge fund beta program as well as practical tools for analyzing and attributing an existing hedge fund portfolio;  Construction, risk-management, and implementation of long/short alternative risk premia portfolios across asset classes;  Customized options-based overlay solutions for equity portfolios. The QIS team members focused on Smart Beta strategies design and manage customized, rules-based, and indexed equity strategies, as well as the implementation of smart beta strategies in equity portfolios through the capture of common factors, and tax-aware equity portfolios. The team offers a comprehensive and customizable platform for implementing a smart beta investment strategy within a global equity portfolio. The methods and techniques that are utilized in the team’s investment processes include:  Custom indexing across domestic, international and global markets, including ESG (environments, social, governance) solutions;  ActiveBeta™ equity portfolios that employ a transparent, rules-based and patented methodology for constructing benchmark-aware factor portfolios that aim to achieve efficient exposure to a diverse set of investment factors;  Customized, tax-managed equity exposure, which seeks to improve after-tax returns for taxable individual and corporate clients; and  Tax-loss harvesting and enhanced dividends. In implementing such programs, the QIS team relies on resources including sophisticated risk modeling capabilities, algorithmic trading, transaction cost modeling and optimization-based portfolio construction. From time to time, in implementing these strategies, the team will monitor and may make changes to the selection or weight of individual or groups of securities, currencies, or markets in which Advisory Accounts invest. Such changes may result from changes in the quantitative methodology, changes in the manner of applying the quantitative methodology, changes in trading procedure, or adjustments to the outputs of the model in the qualitative or quantitative judgment of the team. The team also offers customized multi-asset class allocations, risk management strategies, tactical investments and investment advisory solutions.
GSIS
The GSIS investment team, in conjunction with the AIMS team, currently manages Advisory Accounts that utilize private investment strategies. Private investment strategies focus primarily on investing through privately negotiated transactions in privately held companies or assets with growth potential. The team currently manages Advisory Accounts that invest in private investments, all of which are either in wind-down mode or past their respective investment periods, and the team also manages an Advisory Account established in order to pursue certain co-investment opportunities. The team generally conducts a bottom-up analysis of each of the portfolio’s investments. Prior to making an investment, it is the investment team’s practice to conduct due diligence on all aspects of the investment that it deems relevant, which may include without limitation, business, financial, tax, accounting, environmental, legal or other factors, in order to determine whether the investment is appropriate for the portfolio. In connection with GSIS’s management of Advisory Accounts, certain members of the GSIS team focus on particular investment strategies and sub-strategies and/or on implementing such strategies and sub-strategies in specific geographic regions. The team attempts to identify opportunities backed by favorable macroeconomic forces, secular trends and superior management teams. The team seeks to provide senior equity capital (or securities with equity-like characteristics) to companies that have limited leverage, and the team generally tries to negotiate a series of structural protection provisions including preferential returns, anti-dilution protection, consent rights over capital raising and exit and other mechanisms for ongoing investment oversight. The team may have board representation in the form of a director or observer seat. Investments may be made through, among other instruments, common and preferred equity investments, convertible securities and loans, mezzanine debt securities, secured and unsecured loans and other debt securities, warrants, options, derivatives, physical assets and contractual rights to future payments. In addition, the team may hold public market positions in companies as a result of a private portfolio investment listing on a stock exchange. Investments may also be made directly into public market securities, and equities, indices, futures, currencies and derivative products may be used for hedging purposes. Further, although not core to the strategy, the team may co-invest with third parties or otherwise participate with others in pooled investment vehicles (including private equity funds managed by Affiliated Advisers or Unaffiliated Advisers), or may allocate discrete portions of their assets to accounts managed by Affiliated Advisers or Unaffiliated Advisers with respect to which the team is a passive investor.
AIMS
AIMS provides investment management and advisory services through investments with Unaffiliated Advisers, including Unaffiliated Advisers engaged in hedge fund, private equity, real estate, credit and fixed-income, and public equity strategies, although AIMS also makes direct investments as described below. AIMS manages client assets through selection of one or more Unaffiliated Advisers, selection of Unaffiliated Advisers to sub-advise Manager of Manager Accounts, direct investment in Underlying Funds that are private funds advised by Unaffiliated Advisers, and establishment of AIMS Program Funds. In connection with its Unaffiliated Adviser activities, AIMS uses a multi-step diligence process to evaluate investments, and ultimate investment decisions are generally made by an investment committee. After AIMS makes a primary or secondary investment, Unaffiliated Advisers are typically responsible for the day-to-day investment decisions, although AIMS may develop benchmarks and written investment guidelines for the management of Advisory Account assets by Unaffiliated Advisers. AIMS’s responsibilities with respect to Unaffiliated Advisers generally are limited to the selection, appointment, evaluation, monitoring and removal of such Unaffiliated Advisers, and AIMS generally does not have any rights with respect to determining or approving specific investments made by the Unaffiliated Advisers other than setting general investment objectives and guidelines. Similarly, with respect to direct co-investments, although AIMS will be involved with the selection, evaluation and monitoring of such investments, after the initial investment decision is made, AIMS’s role generally is passive and the Unaffiliated Advisers are typically responsible for day-to-day investment decisions. The Unaffiliated Advisers generally are responsible for compliance with all applicable laws, rules and regulations pertaining to their investment activities. In certain situations, AIMS has agreed, and may in the future agree, with certain clients to provide a different or lower level of services (including relating to due diligence, oversight and/or monitoring of Unaffiliated Advisers and/or Underlying Funds) than would typically be the case absent such agreement. The one or more Unaffiliated Advisers to which an Advisory Account allocates assets from time to time will generally be determined by AIMS, in its sole discretion, based on factors deemed relevant by AIMS. AIMS may, from time to time, vary or change materially the actual allocation of assets made by an Advisory Account, as it deems appropriate in its sole discretion, including, without limitation, by way of allocation of assets to new Unaffiliated Advisers, complete or partial withdrawal of an allocation to any existing Unaffiliated Adviser, a reallocation of assets among existing Unaffiliated Advisers, or any combination of the foregoing without prior notice to, or the consent of, the Advisory Accounts. The identity and number of the Unaffiliated Advisers to which an Advisory Account allocates assets may change materially over time. AIMS may allocate assets to one or more Unaffiliated Advisers, directly or indirectly, through, among other means, one or more discretionary managed accounts or investment funds (including AIMS Program Funds) established by AIMS, any Unaffiliated Adviser or their respective affiliates. Notwithstanding the foregoing, AIMS does not typically negotiate the investment objectives, guidelines or investment restrictions of the third-party managed Underlying Funds in which AIMS Program Funds invest, although it may determine to do so from time to time. AIMS – Hedge Funds The AIMS hedge fund business is conducted through HFS. See “AIMS Hedge Funds” below. AIMS – Private Equity AIMS-advised Advisory Accounts invest in the private equity market by making commitments to third-party managed private equity Underlying Funds (primary investments), co-investing directly or indirectly in companies alongside Unaffiliated Advisers (co- investments), acquiring existing private equity investments in the secondary market or providing liquidity solutions to managers of, or investors in, private equity or related asset classes (secondary investments), and acquiring minority stakes in Third-Party Management Companies. AIMS creates portfolios utilizing these strategies, and these portfolios may receive exposure to strategies such as leveraged buyouts, growth and venture capital, distressed turnaround, industry-focused and structured investments, natural resources, distressed, mezzanine, real assets and other related sectors. AIMS also manages certain Advisory Accounts that (i) invest substantially all of their assets in a single Underlying Fund managed by an Unaffiliated Adviser or (ii) allocate substantially all of their assets to an Unaffiliated Adviser pursuant to an investment management agreement with such Unaffiliated Adviser. AIMS – Private Credit AIMS-advised Advisory Accounts invest in the private credit market by making commitments to third-party managed private credit Underlying Funds (primary investments) and co-investing directly or indirectly in private loans or other illiquid credit instruments alongside Unaffiliated Advisers (co-investments). AIMS creates portfolios utilizing these strategies, and these portfolios may receive exposure to strategies such as direct lending, loan portfolios, specialty credit, distressed strategies, and other related strategies. AIMS also manages certain Advisory Accounts that invest substantially all of their assets in a single Underlying Fund managed by an Unaffiliated Adviser. AIMS – Real Estate AIMS creates portfolios on behalf of Advisory Accounts to provide exposure to the real estate private equity market by making commitments to third-party managed Underlying Funds (primary investments), investing in commercial real estate assets alongside Unaffiliated Advisers (direct co- investments), and by acquiring existing real estate private equity investments on the secondary market (secondary investments). AIMS uses a broad network of relationships, including institutional investors, professional contacts, industry experts, financial advisors and others, to source investment opportunities. In formulating its investment views, AIMS may rely on macroeconomic and global insights, capital market views, corporate and industry expertise, and policy insights of its own personnel, other GSAM professionals and data from third-party information providers. AIMS uses a multi-step diligence and decision- making process when evaluating and selecting real estate private equity investments as part of its Unaffiliated Adviser activities, although AIMS’s role typically is passive after the initial investment decision is made. AIMS – ESG and Impact AIMS creates portfolios utilizing ESG and impact strategies. For such portfolios, AIMS oversees ESG and impact-oriented investing across the public equity, credit and fixed-income, hedge fund, real estate and private equity sectors. For these portfolios, AIMS primarily invests in each of these areas in the manner described in this Item 8, Methods of Analysis, Investment Strategies and Risk of Loss—Methods of Analysis and Investment Strategies, but in connection with ESG investments AIMS applies an ESG or impact focus and objective. AIMS also may incorporate ESG and impact-related factors into its diligence process with respect to Unaffiliated Advisers that do not have an ESG or impact focus, which are assessed alongside the conventional due diligence factors used in connection with such Unaffiliated Advisers. AIMS – Public Credit, Fixed Income and Equity In the public credit, fixed-income and equity asset classes, AIMS acts as a “manager of managers.” AIMS selects Unaffiliated Advisers to sub-advise Manager of Manager Accounts in public credit, fixed-income and equity asset classes, invests directly in third-party managed public credit, fixed-income, and equity Underlying Funds, and establishes AIMS Program Funds that invest substantially all of their assets in such third-party managed public credit, fixed- income, and equity Underlying Funds. Such funds may focus on thematic investments (i.e., specific investment themes or ideas that are derived from short-term or medium- term market views). The Unaffiliated Advisers are selected through a multi-step process which includes a due diligence review designed to assess the quality of the candidates and the likelihood of producing appropriate investment results over the long-term. An investment committee determines which Unaffiliated Advisers are available for investment by Advisory Accounts.
AIMS Hedge Funds
HFS acts as an adviser to AIMS Program Funds and other Advisory Accounts that invest primarily in Underlying Funds or other accounts utilizing hedge fund or related strategies on either a discretionary or non-discretionary basis. HFS typically allocates client assets to Unaffiliated Advisers. However, in certain circumstances, HFS allocates client assets to Underlying Funds advised by Affiliated Advisers. In addition, HFS evaluates co-investment opportunities with Unaffiliated Advisers. HFS generally employs a dynamic investment process in respect of Advisory Accounts that includes Adviser selection, portfolio design and ongoing risk analysis and monitoring. HFS has developed computer systems and operational capabilities to assist in the monitoring of Advisers. Both qualitative and quantitative criteria are factored into the Adviser selection process. These criteria generally include (to the extent applicable) portfolio management experience, strategy, style, historical performance, including risk profile and drawdown (i.e., downward performance) patterns, risk management philosophy and the ability to absorb an increase in assets under management without a diminution in returns. HFS also examines an Adviser’s organizational infrastructure (to the extent the Adviser has an established infrastructure), including the quality of the investment professionals and staff, the types and application of internal controls, and any potential for conflicts of interest. Advisers are typically responsible for the day-to-day investment decisions in connection with Advisory Account assets that they manage, although HFS may develop benchmarks and written investment guidelines for the management of such assets. HFS’ responsibilities with respect to investments with Unaffiliated Advisers generally are limited to the selection, appointment, evaluation, monitoring and removal of such investments or Unaffiliated Advisers, and HFS generally does not have any rights with respect to determining or approving specific investments made by the Unaffiliated Advisers. HFS does not typically negotiate the investment objectives, guidelines or investment restrictions of the Underlying Funds in which Advisory Accounts invest, although it may determine to do so from time to time. The one or more Advisers to which an Advisory Account allocates assets from time to time will generally be determined by HFS, in its sole discretion, based on factors deemed relevant by HFS. HFS may, from time to time, vary or change materially the actual allocation of assets made by an Advisory Account, as it deems appropriate in its sole discretion, including, without limitation, by way of allocation of assets to any new Adviser, complete or partial withdrawal of an allocation to any existing Adviser, a reallocation of assets among existing Advisers, or any combination of the foregoing without prior notice to, or the consent of, investors. The identity and number of the Advisers to which an Advisory Account allocates assets may change materially over time. HFS allocates assets to certain Advisers, directly or indirectly, through, among other means, discretionary managed accounts established by HFS, such Advisers or their respective affiliates. The strategies the Advisers utilize include, without limitation, strategies within one or more of the following four hedge fund sectors. In addition, HFS may allocate assets to Advisers whose principal investment strategies are not within one of these hedge fund sectors but are related or unrelated to any such sectors, or which focus on thematic investments (i.e., specific investment themes or ideas that are derived from short-term or medium-term market views).  Equity Long/Short Sector - Equity long/short strategies involve making long and short equity investments, generally based on analysis of fundamental evaluations, although it is expected that Advisers will employ a wide range of styles. For example, Advisers may (i) focus on companies within specific industries; (ii) focus on companies only in certain countries or regions; (iii) focus on companies with certain ranges of market capitalization; or (iv) employ a more diversified approach, allocating assets to opportunities across investing styles, industry sectors, market capitalizations and geographic regions.  Relative Value Sector - Relative value strategies seek to profit from the mispricing of financial instruments, capturing spreads between related securities that deviate from their fair value or historical norms. Directional and market exposure is generally held to a minimum or completely hedged. Hence, relative value strategies endeavor to have low correlation and beta to most market indices.  Event-Driven and Credit Sector - Event-driven strategies seek to achieve gains from market movements in security prices caused by specific corporate events or changes in perceived relative value. These strategies include, among others, merger arbitrage, distressed credit, opportunistic credit, and “value with a catalyst” investing styles. Merger arbitrage investing involves long and/or short investments in securities affected by a corporate merger or acquisition. Distressed credit investing typically involves the purchase of securities or other financial instruments—usually bonds or bank loans—of companies that are in, or are about to enter, bankruptcy or financial distress. Opportunistic credit investing generally involves investing across the capital structure (which could include investing in both mezzanine debt and convertible securities of an issuer and/or adjusting exposures across fixed income and floating rate market segments based on perceived opportunity and current market conditions). This can be done by taking a long position in a credit security or other financial instrument that is believed to be underpriced or a short position in a credit security or other financial instrument that is believed to be overpriced. “Value with a catalyst” investing involves taking a view on the likelihood and potential stock price outcome of corporate events such as divestitures, spin-offs, material litigation, changes in management, or large share buybacks.  Tactical Trading Sector - Tactical trading strategies are directional trading strategies, which generally fall into one of two categories: global macro strategies and managed futures strategies. Global macro strategies generally utilize analysis of macroeconomic and financial conditions to develop views on country, regional or broader economic themes and then seek to capitalize on such views by trading in securities, commodities, interest rates, currencies, and other instruments. Managed futures strategies involve trading in futures and currencies globally, generally using systematic or discretionary approaches. As part of its investment program or for other reasons (including because such assets cannot be readily liquidated or because the value of such assets cannot be readily ascertained), an Adviser may determine that assets held by an Underlying Fund should be segregated (or “side pocketed”) from the other assets of the Underlying Fund until such time the assets are realized or become marketable or until the occurrence of such other specified event or circumstance as may be determined by the Adviser. See Appendix B—Information on Significant Strategy Risks— Risks That Apply Primarily to Investments in Underlying Funds and with Respect to Advisers—Risks Related to Side Pockets. HFS may also allocate a portion of an Advisory Account’s assets to co-investment opportunities sourced and managed by Co-Investment Advisers. Potential co-investments may include any of the types of assets or investments that Advisers may acquire, and Co-Investment Advisers may utilize any of the strategies or techniques that Advisers may utilize (including, without limitation, merger arbitrage, distressed strategies and special situations). Co-investment opportunities may be structured in various ways (including without limitation, as joint venture arrangements, structuring vehicles managed by third parties, separate accounts managed by an adviser, or an investment in an investment fund managed by the Co-Investment Adviser. Co-investments may also be held directly by an Advisory Account. HFS may also dynamically manage an Advisory Account’s risk profile (including without limitation, with respect to the Fund’s beta) and adjust an Advisory Account’s overall exposure to a particular hedge fund sector, strategy, sub-strategy or investment theme, without adjusting the Advisory Account’s actual allocations to Advisers. HFS expects to implement this strategy by investing primarily in (1) futures, swaps, mutual funds, ETFs and other derivatives and instruments, long or short, to gain exposure to specific asset classes and/or risk premia and (2) those securities, assets and instruments of the type in which Advisers may invest. HFS acquired Aptitude in December 2018. Aptitude engages in investment processes and strategies similar to those described above with respect to HFS. In addition, for certain Advisory Accounts, Aptitude also (i) assists in designing, adopting and adjusting, as necessary or advisable, a program with exposure to a variety of asset classes, strategies, goals and parameters tailored to the client’s needs and circumstances and (ii) applies derivative overlays including options, swaps, forwards and futures contracts to obtain or hedge against market exposures. The Aptitude investment committee makes all investment decisions with respect to Aptitude clients.
GPS
The GPS team focuses on and implements customized multi-asset class allocations, risk management strategies, portfolio construction, tactical investments, and investment advisory solutions and products. As agreed upon with the client, the team provides these services by selecting or recommending investment products, monitoring compliance with investment guidelines and/or policies, and periodically rebalancing the portfolios. The team selects or recommends investment options from a broad range of investment products, including but not limited to, pooled investment vehicles (both public and private), separately managed accounts, public securities and derivative instruments. Investment products may be sponsored, managed, or advised by GSAM or Goldman Sachs (“Affiliated Products”) or sponsored, managed or advised by Unaffiliated Advisers (“External Products”), and may employ a broad range of investment strategies, including but not limited to, passive investment strategies, long-only investment strategies (e.g., exchange-traded funds, mutual funds and private investment funds) and alternative investment strategies (e.g., hedge funds, funds of hedge funds, private equity funds, funds of private equity funds and real estate funds). GPS Program Funds currently include pooled investment vehicles formed and managed by the GPS team that focus on investing in a specific asset class or strategy, as well as pooled investment vehicles formed and managed by other investment managers, including affiliates, to which the GPS team provides asset allocation advice and other services. GPS Advisory Accounts may invest in GPS Program Funds, including GPS Program Funds that are Affiliated Products. When considering potential investment products for a particular Advisory Account, the GPS team gives different weights to different factors depending on the nature of the client and whether the review is for an Affiliated Product or for an External Product. Such factors may 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 may be inherently subjective and may include a wide variety of factors. The team may consider, without limitation, (i) product-related factors, such as track record, index comparisons, and risk and return assumptions, (ii) the team’s experience and familiarity with particular potential investment products and, if applicable, the investment management teams managing such investment products or their organizations, (iii) client-driven factors, such as the client’s investment objective, the effect on the client’s portfolio diversification objectives, consistency with the client’s asset allocation model and investment program, and the projected timing of implementation, and (iv) other factors, such as capacity constraints and minimum investment requirements. Consideration of such factors are not always applied consistently over time or by particular GPS team personnel across all accounts or across different products and certain factors play a greater role in the review of certain products while others play no role at all, and the factors may change from time to time. With respect to an Advisory Account that invests in both Affiliated Products and External Products, the team gives different weights to different factors depending on whether its review is for an Affiliated Product or for an External Product. For example, the team considers qualitative and subjective factors to a greater extent than quantitative factors when it reviews an Affiliated Product than it does when it reviews an External Product. Affiliated Products and External Products, therefore, are not subject to the same review of quantitative and qualitative characteristics. Accordingly, the team may recommend or select an Affiliated Product over an External Product, and the Affiliated Product that was recommended or selected may 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. With respect to an Advisory Account that generally, or for particular asset classes or strategies, invests only in either Affiliated Products or External Products, a particular Affiliated Product or External Product that is recommended or selected may not have been recommended or selected had the more quantitative factor weighted review (in the case of Affiliated Products) or the more qualitative weighted review (in the case of External Products) been employed, which could result in the recommendation or selection of an investment product that does not perform as well as the investment product that would have been recommended or selected under the alternative review. The GPS team also provides model portfolios to Advisers, broker-dealers or other financial intermediaries who may use such model portfolios to assist in developing their own investment recommendations and managing their own accounts or the accounts of their clients, or who may make such model portfolios available to their clients through investment platforms. Such model portfolios may be focused on one or more asset classes or strategies or may be limited to certain types of investment products (for example, model portfolios consisting solely of ETFs or mutual funds) and may be limited to Affiliated Products. See Item 10, Other Financial Industry Activities and Affiliations—Conflicts That Apply Primarily to GPS for a discussion of conflicts that apply primarily to GPS.
Stable Value (GSAM SV)
GSAM SV has established a team approach for managing Advisory Accounts. Stable value strategies consist of a combination of fixed- income portfolio management and Stable Value Contracts with an overall objective of seeking capital preservation and current income. The Stable Value team’s approach to managing stable value portfolios begins with negotiating investment guidelines with the client, which includes establishing parameters for the types of investments permitted for the Advisory Account, credit quality and duration considerations and parameters, and whether internal and/or third party management will be used. The team oversees each Advisory Account’s daily cash flow, makes allocations to various underlying strategies and Stable Value Contracts, monitors and maintains portfolio duration, and coordinates the resources of Stable Value’s investment, legal and compliance teams. These activities are supported by an ongoing review of client portfolio structure, cash flow history, guidelines and objectives. The team may provide a full range of services for particular stable value clients, or services may be focused on a subset of stable value management such as advising on overall Stable Value Contract structure or Unaffiliated Adviser asset allocation. Entering into Stable Value Contracts is an important aspect of stable value management. The team identifies and selects, or assists in the selection of, the financial organizations issuing Stable Value Contracts and negotiates contracts on behalf of Advisory Accounts. In addition, the team monitors and reviews the financial and business condition of each provider of a Stable Value Contract held by Advisory Accounts. The team’s Stable Value Contract services may include fundamental credit research to develop the firm’s approved issuer list, contract provider selection and contract negotiation. In addition, the team performs certain administrative, reporting and compliance services required or necessary under the terms of Stable Value Contracts. Unaffiliated Advisers generally receive allocations of Advisory Account assets for management as determined by the team in consultation with the client. Such Unaffiliated Advisers generally are responsible for compliance with all applicable laws, rules and regulations pertaining to their investment activities, including applicable guidelines that are established under such Unaffiliated Adviser’s investment management agreement and Stable Value Contracts. For certain client Stable Value mandates, the team retains Unaffiliated Advisers for all or part of the mandate or assists the client with such retention or oversight of the Unaffiliated Adviser and/or provides reporting to the client with respect to the Unaffiliated Adviser. The team’s retention of Unaffiliated Advisers may be subject, at a minimum, to client review in advance, or, in other cases, to client approval. In certain cases, clients retain the authority to hire and terminate Unaffiliated Advisers that provide advisory services for Stable Value accounts. When selecting and reviewing Unaffiliated Advisers, the team utilizes the services of the AIMS team, which as it relates to the team’s business focuses primarily on accounts where GSAMLP acts as “manager of managers” in the credit and fixed- income asset classes.
Rocaton
In developing its asset allocation recommendations, Rocaton uses proprietary risk, return and correlation assumptions to assess the expected risk and expected return of different asset mixes over a variety of market environments. Specifically, Rocaton often utilizes a Monte Carlo portfolio optimization process to forecast risk and return inputs over different scenarios. Recommended allocations are generally based on forecasted risk and forecasted return characteristics, including expected volatility and correlation of returns, liquidity and transaction costs, as well as on client objectives. Each of these characteristics is based on underlying assumptions that may be reassessed from time to time. For certain of its clients, Rocaton initially reviews and recommends investment structures by asset class. Rocaton then evaluates and recommends exposure to different types of investment strategies within each asset class, including active, enhanced, and passive strategies. These recommendations are based on client objectives and input (e.g., risk, expected returns, and fees and expenses). In addition, Rocaton utilizes its alternatives research professionals to identify and recommend specific investments in private equity, real estate and hedge funds. For defined contribution clients, Rocaton may consider best practices, behavioral finance, client-specific factors, and the current and/or prior investment structure, among other factors, when making investment structure recommendations or decisions. Rocaton analyzes various investment managers including, as appropriate, their investment strategies, levels of service and past performance. Generally, Rocaton utilizes a mixture of quantitative and qualitative analysis to review managers’ organizational stability, investment processes, and historical performance. For certain of its non-discretionary clients, Rocaton provides recommendations to add, remove or replace investment managers, and may also provide advice in connection with the selection of investment managers generally. Rocaton may also provide lists of recommended managers or funds for particular asset classes. For its discretionary clients, Rocaton may, in its sole discretion, select, add and replace investment managers. In addition, as permitted by client guidelines, Rocaton may make commitments to private partnerships and other illiquid alternative investments such as real estate, private equity and hedge funds. For certain of its discretionary clients, Rocaton reviews service providers using a mixture of quantitative and qualitative analysis. Rocaton typically reviews, among other things, the costs, capabilities, experience level, and the efficiency of such service providers, with the goal of recommending the hiring, retention or replacement of a service provider. Absent specific arrangements, Rocaton does not enter into or negotiate agreements with service providers on behalf of clients. Rocaton provides periodic reviews of client investment programs and their investment managers, with a focus on manager performance, diversification, and overall risk management. Rocaton tailors its reviews based on each client’s specific requirements and analyzes sources of over- and underperformance using its internal analytics. Rocaton obtains information about investment programs and managers through a variety of sources, including from clients, investment managers and third parties. The scope of Rocaton’s ongoing program review, including the frequency of reporting and manager review, is based on the agreement between Rocaton and each client. Rocaton may draft periodic performance and risk reports and/or analyses of the managers and funds used in the program. In addition, Rocaton may provide access to client education and research papers. When specifically agreed to by Rocaton and a client, Rocaton provides advisory services related to retirement plans, investment options and manager fees and expenses. These services may include, but are not limited to, analysis of specific manager fees, comparative analysis of fees and expenses, and analysis of components of fees and expenses. Rocaton bases these services on information and research that Rocaton acquires or performs on various plans, investment options and managers.
Other Investment Teams
In addition to the investment teams described above, GSAM may add additional investment teams and its current investment teams may offer additional strategies at any time.
MATERIAL RISKS FOR SIGNIFICANT INVESTMENT
STRATEGIES AND PARTICULAR TYPES OF
SECURITIES
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. 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 made and the actions taken for Advisory Accounts will be subject to various market, liquidity, currency, economic, political and other risks, and investments may lose value. The types of risks to which an Advisory Account is subject, and the degree to which any particular risks impact an Advisory Account, may change over time depending on various factors, including the investment strategies, investment techniques and asset classes utilized by the Advisory Account, the timing of the Advisory Account’s investments, prevailing market and economic conditions, reputational considerations, and the occurrence of adverse social, political, regulatory or other developments. Following is a summary of the material risks for each of GSAM’s significant investment strategies, security types and the investment techniques employed by the GSAM investment teams in their significant investment strategies and certain other risks applicable to Advisory Accounts. GSAM offers advisory services across a broad range of strategies and investment types and does not primarily recommend any particular type of security to its clients. Appendix B describes in greater detail, and contains certain additional information about, the risks associated with security types and investment techniques used by GSAM. In addition, to the extent clients receive prospectuses, constituent documents, supplemental risk disclosures or other applicable documents pertaining to their Advisory Accounts, clients should carefully read the product-specific risk disclosures contained therein. See also Item 10, Other Financial Industry Activities and Affiliates and Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for additional information about risks associated with certain conflicts faced by Goldman Sachs and GSAM. The information contained in this Brochure (including in Appendix B) cannot disclose 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 instruments that clients may include in their investment guidelines for their Advisory Account. Clients should not include these strategies and financial instruments in their guidelines for their Advisory Account unless they understand the risks of the strategies and financial instruments that they permit GSAM to utilize for their Advisory Account. Clients should also be satisfied that such strategies and financial instruments are suitable for their Advisory Account in light of the clients’ circumstances, investment objectives and financial situation. In addition, clients of GSAM’s pooled investment vehicles should carefully review the prospectuses or other offering documents and constituent documents for additional information about risks associated with those products.


GENERAL RISKS
 Adverse Effects of Global Economic Conditions— Advisory Accounts may be adversely affected by financial markets and economic conditions throughout the world.  Advisory Account Consent Requirements—Advisory Account consent may be required to invest in certain transactions in which Goldman Sachs receives compensation or is a principal, and GSAM may 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.  Allocation of Advisory Account Assets to Underlying Funds and Advisers—The risks associated with certain types of securities and investment strategies described herein apply with respect to investments in Underlying Funds and with Advisers. Additional information about risks associated with the activities of Underlying Funds and Advisers is available herein, as well as in the prospectuses, offering memoranda and constituent documents of the Underlying Funds.  An Advisory Account’s Investment Flexibility May Be Constrained by Confidentiality Concerns—An Advisory Account may decline investment opportunities for which it is required to enter into a confidentiality agreement, which may limit the flexibility to broaden its investment portfolio.  Bankruptcy—A company in which an Advisory Account invests may become involved in a bankruptcy or other reorganization or liquidation proceeding.  Board Participation and/or Creditors Committees— Advisory Accounts may be restricted in their investment activities if GSAM or GSAM Personnel have representation on board of directors and/or creditors committees, and GSAM’s fiduciary duties to the portfolio company as a result of the foregoing may conflict with the interests of Advisory Accounts.  Cash Management Risks—GSAM may invest some of an Advisory Account’s assets temporarily in money market funds or other similar types of investments, during which time an Advisory Account may be prevented from achieving its investment objective.  Changes to Investment Program; Additional Investment Strategies—GSAM may utilize additional investment strategies and sub-strategies and/or remove, substitute or modify its investment strategies and sub-strategies or any of the types of investments it is then utilizing, which may have an adverse effect on the Advisory Account.  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, business, political or other developments than a less concentrated portfolio.  Conflicts of Interest—Goldman Sachs’ activities and dealings may affect a particular Advisory Account in ways that disadvantage or restrict the Advisory Account and/or benefit Goldman Sachs or other Accounts.  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.  Corporate Event Risks—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 may not be profitable due to the risk of transaction failure.  Counterparty Risk—Advisory Accounts may be exposed to the credit risk of counterparties with which, or the brokers, dealers, clearing members, custodians, service providers, and exchanges through which, they engage in transactions.  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.  Cybersecurity—Personal, confidential or proprietary information being sent to or received from a client, vendor, service provider, counterparty or other third- party may be intercepted, misused or mishandled.  Data Sources Risks—Information from third party data sources to which GSAM subscribes may be incorrect.  Dependence on Key Personnel—Advisory Accounts rely on certain key personnel of GSAM who may leave GSAM or become unable to fulfill certain duties.  Dilution from Subsequent Closings—Investors subscribing for interests at subsequent closings of Advisory Accounts that are pooled investment vehicles generally will participate in existing investments, diluting the interest of existing investors therein.  Electronic Trading—GSAM trades on electronic trading and order routing systems, which may experience component failure and issues with system access, varying response times and security.  Emerging Markets and Growth Markets Risks— Investing in emerging and growth markets entails social, economic, technological and political risks not usually associated with investing in developed markets. For example, 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.  Environmental and Social Impact Considerations— GSAM may in its discretion take into account ESG considerations and political, media, and reputational considerations relating thereto, and, for example, as a result, GSAM may not make or not 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, GSAM 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.  Environmental Risks and Natural Disasters— Investments in or relating to real estate assets may be subject to liability under environmental protection statutes, rules and regulations, and may also be subject to risks associated with natural disasters.  Expedited Transactions—In the event GSAM 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.  Failure to Make Capital Contributions—If an investor in an Advisory Account that is a pooled investment vehicle fails to contribute funds to such Advisory Account as required, or is excused from participating in an investment made by such Advisory Account, the other investors in such Advisory Account may be required to contribute additional capital to make up for such shortfall.  Frequent Trading and Portfolio Turnover Rate Risks— High turnover and frequent trading in an Advisory Account could result in, among other things, higher transactions costs and adverse tax consequences.  Government Investment Restrictions—Government regulations and restrictions may limit the amount and type of securities that may be purchased or sold by GSAM on behalf of Advisory Accounts, and economic sanction laws in the United States and other jurisdictions or other governmental action may significantly restrict or completely prohibit GSAM and Advisory Accounts from investing or continuing to hold an investment in, or transacting with or in, certain countries, individuals, and companies.  Index/Tracking Error Risks—The performance of an Advisory Account 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.  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.  Interest Rate Risks—Interests rates may fluctuate significantly, causing price volatility with respect to securities or instruments held by Advisory Accounts.  Investment Style Risks—Advisory Accounts may outperform or underperform other accounts that invest in similar asset classes but employ different investment styles.  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.  Legal, Tax and Regulatory Risks—New and existing legal, tax and regulatory regimes may adversely impact the ability of GSAM 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 activity of Advisory Accounts.  Lending of Portfolio Securities—Advisory Accounts may engage in securities lending and may invest the cash collateral securing the securities loans in short term investments. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and the Advisory Account will be responsible for any resulting losses.  Leverage Risks—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.  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.  Limited Information Risks—As a result of information barriers constructed between different divisions and areas of Goldman Sachs or other policies and procedures of Goldman Sachs, generally GSAM will not have access, or will have limited access, to information and personnel in other areas of Goldman Sachs, and therefore, GSAM will generally not be able to review potential investments for Advisory Accounts with the benefit of information held by other divisions of Goldman Sachs.  Liquidity Risks—Advisory Accounts, or Advisers to which an Advisory Account’s assets are allocated, may make illiquid or non-publicly traded investments, and may have difficulty acquiring or disposing of such investments at a price and time that they deem advantageous.  Litigation Risk—Advisory Accounts may be subject to third-party litigation, which could give rise to legal liability and could have an a please register to get more info

This Item requests information relating to the Registrants. There are no reportable material legal or disciplinary events related to the Registrants. In the ordinary course of their business, the Registrants and their 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 Registrants or their 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, GSAM 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. Please also see Appendix B—Information on Significant Strategy Risks—General Risks—Legal, Tax and Regulatory Risks. Information about the Registrants’ investment management affiliates is contained in Part 1 of each Registrant’s Form ADV. For information relating to other Goldman Sachs affiliates, please visit www.gs.com and refer to the public filings of The Goldman Sachs Group, Inc. please register to get more info

and Affiliations
BROKER-DEALER REGISTRATION
Certain of GSAM’s management persons are registered representatives of GS&Co., a registered broker-dealer, and act in such capacities if necessary or appropriate to perform their responsibilities.
COMMODITY POOL OPERATOR, COMMODITY
TRADING ADVISOR, FUTURES COMMISSION
MERCHANT REGISTRATION
Each of GSAMLP, GSAMI, HFS and GSIS is registered with the CFTC as a commodity pool operator (“CPO”) and a commodity trading advisor (“CTA”), and GSAMS is registered with the CFTC as a CTA. Each of GSAMLP, GSAMI, GSAMS, HFS, and GSIS is a registered swap firm with the National Futures Association. In addition, certain of GSAM’s management persons are registered as associated persons and swap associated persons, and act in such capacities to the extent necessary or appropriate to perform their responsibilities.
OTHER MATERIAL RELATIONSHIPS WITH
AFFILIATED ENTITIES
In certain cases, GSAM uses, suggests and recommends its own services and those of affiliated Goldman Sachs entities. GSAM manages Advisory Accounts on behalf of certain affiliated Goldman Sachs entities, which creates potential conflicts of interest related to GSAM’s determination to use, suggest or recommend the services of such entities. The particular services involved depends on the types of services offered by the affiliate. The arrangements may involve sharing or joint compensation, or separate compensation, subject to the requirements of applicable law. Particular relationships may include, but are not limited to, those discussed below. Goldman Sachs’ affiliates will retain any compensation when providing investment services to, or in connection with investment activities of, Advisory Accounts. Compensation may take the form of commissions, markups, markdowns, service fees or other commission equivalents. Advisory Accounts are not entitled to any such compensation retained by Goldman Sachs’ affiliates.
Broker-Dealer; Derivatives Dealer
Subject to client consent, in some circumstances GSAM uses, or suggests or recommends that advisory clients use, the securities, futures execution, custody or other services offered by GSAM’s broker-dealer and other affiliates. These affiliates may include (but are not limited to) GS&Co., Goldman Sachs International (“GSI”), Goldman Sachs (Asia) Securities Limited, Goldman Sachs Japan Co., Ltd., and Goldman Sachs Saudi Arabia. Clients pay for broker- dealer or other services performed by GSAM’s affiliates in addition to the advisory fee paid to GSAM. For accounts offered through PWM but managed by GSAM, transactions are executed according to GSAM’s policies and procedures regarding execution of trades. In addition, the broker-dealer affiliates that provide custodial services may benefit from the use of free credit balances (i.e., cash) in advisory clients’ accounts, subject to the limitation set forth in SEC Rule 15c3-3 under the U.S. Securities Exchange Act of 1934, as amended. GSAM receives record keeping, administrative and support services from its broker-dealer affiliates. GSAM also obtains research ideas, analyses, reports and other services (including distribution services) from broker-dealer affiliates. As described in Item 12, Brokerage Practices, GSAM pays affiliates for brokerage and research services that assist GSAM in the investment decision-making process with “soft” or commission dollars in certain circumstances. As permitted by applicable law, GSAM may receive these services in lieu of the affiliates reducing the commissions or fees they charge an Advisory Account, and these services may or may not be used to benefit the Advisory Account. Subject to client consent to the extent required by applicable law, in certain circumstances GSAM enters into principal transactions, including over-the-counter derivatives transactions, for clients with its affiliates, including GS&Co., GSI and other affiliates of GSAM. GSAM’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 GSAM. GSAM and its affiliates may share all or a portion of their charges and fees with each other and with their affiliates and employees, including, in the case of PWM clients, with the client’s Private Wealth Advisor. For additional information about principal trading, please see Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. 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) Cboe Exchange, Inc, (ii) Chicago Stock Exchange, Inc, (iii) Nasdaq ISE, LLC, (iv) NASDAQ OMX PHLX, Inc. (formerly the Philadelphia Stock Exchange), (v) NYSE American LLC, (vi) NYSE, (vii) Virtu Financial - VFCM, (viii) BIDS, (ix) Sigma X2, (x) BondDesk, (xi) Dealerweb, (xii) MTS S.P.A, (xiii) TradeWeb and (xiv) TradeWeb Retail. Goldman Sachs may acquire ownership interests in other ECNs/Trading Venues (or increase ownership in the ECNs/Trading Venues listed above) in the future. Information regarding the ECNs/Trading Venues in which Goldman Sachs has an ownership interest, as well as the ECNs/Trading Venues used by GSAM, 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, GSAM, from time to time, directly or indirectly through a broker-dealer, 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 may be compensated through fees or cash credits for order flow or execution of trades in connection with trading on ECNs/Trading Venues. GSAM will effect trades for an Advisory Account through such ECNs/Trading Venues only if GSAM (or the broker- dealer through which GSAM is accessing the ECN/Trading Venue 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, GSAM executes transactions with affiliates and related persons in accordance with its best execution policies and procedures. In the event assets of an Advisory Account are treated as “plan assets” subject to the U.S. Employee Retirement Income Security Act of 1974 (“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, GSAM 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, GSAM is required to obtain authorization from any Advisory Account whose assets are treated as “plan assets” in order to execute transactions on behalf of such Advisory Account using an ECN/Trading Venue in which Goldman Sachs has an ownership interest. Furthermore, there may be limitations or restrictions placed on the use of ECNs/Trading Venues (including, without limitation, for purposes of complying with law and otherwise). Through GSAM’s trading on or membership to various trading platforms or venues, or interactions with certain service providers (including depositaries and messaging platforms), GSAM and its affiliates, in certain cases, receive interests, shares, or other economic benefits from such service providers.
Investment Companies and Other Pooled Investment
Vehicles
GSAM or its affiliates act in an advisory or sub-advisory capacity and other capacities, including as trustee, managing member, adviser, administrator and/or distributor, to a variety of U.S. and non-U.S. investment companies as well as other pooled investment vehicles including collective trusts, exchange-traded funds, closed-end funds, business development companies, and private investment funds. Certain GSAM Personnel are also directors, trustees and/or officers of these investment companies and other pooled investment vehicles. GSAM 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 their investors. These fees will be in addition to any advisory fees or other fees agreed between the investors in their capacities as clients and GSAM and its affiliates for investment advisory, brokerage or other services.
Other Investment Advisers
The Registrants have investment advisory affiliates in Australia, Brazil, China, England, Germany, Hong Kong, India, Ireland, Israel, Italy, Japan, Malaysia, New Zealand, Russia, Saudi Arabia, Singapore and the United States. These affiliates include: Goldman Sachs Asset Management Australia Pty Ltd., Goldman Sachs Asset Management Brasil Ltda., GSAM Services Private Limited, Goldman Sachs Services Private Limited, Goldman Sachs (India) Securities Private Limited, Goldman Sachs (Malaysia) Sdn Bhd, Goldman Sachs (Asia) L.L.C., Goldman Sachs (Russia), Goldman Sachs Do Brasil Banco Multiplo S/A, Goldman Sachs Saudi Arabia, Goldman Sachs (Singapore) Pte., GS&Co., The Ayco Company, L.P. (“Ayco”), GSI, Goldman Sachs Asset Management Global Services Limited, United Capital Financial Advisers, LLC and PFE Advisors, LLC. Among the Registrants’ investment advisory affiliates, GS&Co., Ayco, United Capital Financial Advisers, LLC and PFE Advisors, LLC are registered with the SEC as investment advisers. Goldman Sachs do Brasil Banco Multiplo S.A., GSAM Services Private Limited, Goldman Sachs (India) Securities Private Limited, Goldman Sachs Services Private Limited, and GS Investment Strategies Canada Inc. are not registered with the SEC as investment advisers but are non-U.S. affiliated advisers that in certain cases provide advice or research to the Registrants for use with the Registrants’ U.S. clients (in such capacity, “Participating Affiliates”). The Participating Affiliates act according to a series of SEC no-action relief letters mandating that Participating Affiliates remain subject to the regulatory supervision of both the Registrants and the SEC. The Registrants have or intend to have co-advisory or sub- advisory relationships with affiliates, and/or participating affiliate relationships with certain of these Participating Affiliates. The Registrants, in their discretion, in certain circumstances delegate all or a portion of their advisory or other functions (including placing trades on behalf of Advisory Accounts) to certain affiliates that are registered with the SEC as investment advisers or to certain Participating Affiliates. To the extent the Registrants delegate advisory or other functions to affiliates that are registered with the SEC as investment advisers, a copy of the brochure of each such affiliate is available on the SEC’s website (www.adviserinfo.sec.gov) and will be provided to clients or prospective clients upon request. Certain services are performed for affiliates by employees of the Registrants who are also employees of such affiliates or through delegation or other arrangements. Clients that want more information about any of these affiliates should contact the applicable Registrant. In addition, the Registrants participate in sub-advisory, co- advisory or other joint projects related to pooled investment vehicles with institutions that are not a part of Goldman Sachs.
Financial Planner
GSAM’s affiliate, Ayco, provides financial planning services, investment management and other services to publicly traded companies and privately held firms and their respective executives and employees. Ayco’s personnel recommend GSAM’s investment advisory services to its clients and receive fees from GSAM in certain circumstances.
Futures Commission Merchant, Commodity Pool
Operator, Commodity Trading Adviser
Certain Registrants and affiliates are registered with the CFTC as a futures commission merchant, CPO, CTA, swap firm and/or swap dealer. These firms include: GS&Co., GSAMI, HFS, GSAMS, and GSIS. If permitted by law and applicable regulations, GSAM buys or sells futures on behalf of certain clients through its CFTC-registered affiliates and these affiliates receive commissions in connection with such transactions. GSAM also utilizes the services of these affiliates in connection with foreign exchange transactions for certain Advisory Accounts.
Bank or Thrift Institution
The Goldman Sachs Group, Inc. is a bank holding company registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Goldman Sachs Group, Inc. is subject to supervision and regulation by the Federal Reserve. GSAM also has relationships with The Goldman Sachs Trust Company, N.A., a national bank limited to fiduciary activities (“GSTC”) and The Goldman Sachs Trust Company of Delaware (“GSTD”), a Delaware limited purpose trust company. GSTC and GSTD provide personal trust and estate administration and related services to GS&Co.’s clients. GSAM and its affiliates provide a variety of services to GSTC and GSTD, including investment advisory, distribution, marketing, operational, infrastructure, financial, auditing, and administrative services. GSAM and its affiliates receive fees from GSTC and GSTD according to the fee schedules agreed between the parties. GSTC also maintains collective investment funds for eligible pension and profit sharing clients. GSTC has appointed GSAM as investment adviser for the collective investment funds, subject to the supervision and control of GSTC. Certain personnel of GSAM and GSAM’s affiliates have been cross-designated as officers of GSTC.
Sponsor or Syndicator of Limited Partnerships
GSAM and its affiliates establish unregistered privately- placed vehicles and distribute securities issued by such vehicles. GSAM and its affiliates generally receive fees in connection therewith.
Insurance Company or Agency
Goldman Sachs’ affiliate, Global Atlantic Financial Group Limited (“Global Atlantic”), through its subsidiaries, including Commonwealth Annuity and Life Insurance Company and First Allmerica Financial Life Insurance Company, engages in the insurance business for the purpose of insuring and reinsuring life and annuity contracts including, but not limited to, variable life and variable annuity contracts. GSAM provides investment management services to the Global Atlantic subsidiaries and receives management fees in connection with such services.
Management Persons; Policies and Procedures
Certain of GSAM’s management persons also hold positions with the affiliates listed above. In these positions, those management persons of GSAM 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 GSAM and these other entities, the management persons of GSAM are subject to the same or similar potential conflicts of interest that exist between GSAM and these affiliates. GSAM has established a variety of restrictions, policies, procedures, and disclosures designed to address potential conflicts that may arise between GSAM, its management persons and its affiliates. These policies and procedures include: information barriers designed to prevent the flow of information between GSAM, personnel of GSAM 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 Advisory Accounts and Accounts. No assurance can be made that any of GSAM’s current policies and procedures, or any policies and procedures that are established by GSAM 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
GSAM and its affiliates have 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 GSAM or its affiliates or co-developed by GSAM or its affiliates and a third party (“GSAM Strategies”). GSAM 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 GSAM 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 the Indexes. GSAM, from time to time, manages Advisory Accounts that invest in these GSAM ETFs which may, individually or in the aggregate, own a substantial amount of the GSAM ETFs. Further, GSAM or its affiliates may invest in the GSAM ETFs at or near the establishment of such GSAM ETFs, which may facilitate the GSAM ETFs achieving a specified size or scale. In addition, GSAM manages Advisory Accounts which track the same Indexes used by the GSAM ETFs or which are based on the same, or substantially similar, GSAM Strategies that are used in the operation of the Indexes and the GSAM ETFs. The operation of the Indexes, the GSAM ETFs and Advisory Accounts in this manner gives rise to potential conflicts of interest. For example, Advisory Accounts that track the same Indexes used by the GSAM ETFs may engage in purchases and sales of securities prior to when the Index and the GSAM ETFs engage in similar transactions because such Advisory Accounts may be managed and rebalanced on an ongoing basis, whereas the GSAM ETFs’ portfolios are only rebalanced on a periodic basis corresponding with the rebalancing of the Index. These differences may result in the Advisory Accounts having more favorable performance relative to that of the Index and the GSAM ETFs or other Advisory Accounts that track the Index. Other potential risks and conflicts include the potential for unauthorized access to Index information, allowing Index changes that benefit GSAM or other Advisory Accounts and not the investors in the GSAM ETFs, and the manipulation of Index pricing to present the performance of GSAM ETFs, or tracking ability, in a preferential light. GSAM has adopted policies and procedures that are designed to address potential conflicts that arise in connection with GSAM’s operation of the Indexes, the GSAM ETFs and the Advisory Accounts. GSAM has established certain information barriers and other policies to address the sharing of information between different businesses within GSAM, 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, GSAM has adopted a code of ethics. To the extent it is intended that an Advisory Account track an Index, the Advisory Account may not match, and may vary substantially from, the Index for any period of time. An Advisory Account that tracks an Index may purchase, hold and sell securities at times when a non-Index fund would not do so. GSAM does not guarantee that any tracking error targets will be achieved. Advisory Accounts tracking an Index may be negatively impacted by any errors in the Index, either as a result of calculation errors, inaccurate data sources or otherwise. GSAM does not guarantee the availability, timeliness, accuracy and/or completeness of an Index and GSAM is not responsible for errors, omissions or interruptions in the Index (including when GSAM or an affiliate acts as the Index provider) or the calculation thereof (including when GSAM or an affiliate acts as the calculation agent). GSAM publishes index constituent data reflecting a hypothetical indication of the weighting and holdings of the Indexes on a daily basis. Given that such information, if published, is only a hypothetical indication of what the weightings and constituents would be if each Index were rebalanced on a daily basis, the hypothetical indications may differ substantially from the constituents at the next actual rebalance of the Index.
CONFLICTS RELATING TO RELATIONSHIPS WITH
UNAFFILIATED ADVISERS
GSAM allocates certain Advisory Account assets to, or recommends, one or more Unaffiliated Advisers, directly or indirectly, through, among other means, discretionary managed accounts or Underlying Funds. The interests and business relationships of Goldman Sachs (including GSAM) and its personnel create potential conflicts in the selection or recommendation of Unaffiliated Advisers for, or the determination to increase allocations of assets to or withdraw assets from Unaffiliated Advisers on behalf of, Advisory Accounts. Conflicts with respect to such determinations arise because Goldman Sachs derives benefits from certain decisions made in respect of Unaffiliated Advisers. It is expected that Goldman Sachs will receive various forms of compensation, fees, commissions, payments, rebates, remuneration, services or other benefits (including benefits relating to investment and business relationships of Goldman Sachs) from Unaffiliated Advisers to which Advisory Accounts allocate assets, including for providing a variety of products and services (such as prime brokerage and research services) to such Unaffiliated Advisers. GSAM is incentivized to allocate assets to, and refrain from withdrawing assets from, Unaffiliated Advisers that are themselves (or whose principals or employees are) Advisory Account clients or in respect of which GSAM receives fees or other compensation. GSAM is also incentivized to allocate assets to, and refrain from withdrawing assets from, Unaffiliated Advisers for whom Goldman Sachs acts as prime broker or to whom Goldman Sachs provides brokerage or other services and research because of such relationships, including because payments to Goldman Sachs in respect of such activities and services will generally increase as the size of the assets that the Unaffiliated Adviser manages increases. Goldman Sachs may also benefit as a result of ownership or other interests of Goldman Sachs or Advisory Accounts in Unaffiliated Advisers or their businesses. Subject to applicable law, the amount of compensation, fees, commissions, payments, rebates, remuneration, services or other benefits to Goldman Sachs, or the value of Goldman Sachs’ interests in the Unaffiliated Advisers or their businesses, varies by Unaffiliated Adviser and will generally be greater if GSAM selects such Unaffiliated Advisers than they would be if GSAM selects other Advisers that might also be appropriate for the Advisory Accounts. For example, investment by an Advisory Account in an Underlying Fund where Goldman Sachs, an Account or a related party has a fee and/or profit sharing arrangement or other interest in the equity or profits of such Underlying Fund or the Unaffiliated Adviser generally results in additional revenues, value or other benefits to Goldman Sachs and its personnel or related parties. 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 Advisers. GSAM will face potential conflicts in making determinations as to whether one or more Advisory Accounts should invest or withdraw funds from Unaffiliated Advisers (or Underlying Funds they manage or advise) with which GSAM or Goldman Sachs has such relationships, and whether GSAM should remove a particular Unaffiliated Adviser from GSAM’s approved list of Unaffiliated Advisers. In certain cases, Goldman Sachs, Advisory Accounts or other Accounts have equity, profits or other interests in Unaffiliated Advisers or have entered into arrangements with such Unaffiliated Advisers in which such Unaffiliated Advisers would share with Goldman Sachs, an Advisory Account or other Account a material portion of its fees or allocations (including, without limitation, fees earned by such Unaffiliated Advisers as a result of the allocation of Advisory Account assets to such Unaffiliated Advisers). Payments to Goldman Sachs (either directly from such Unaffiliated Advisers (or Underlying Funds they manage or advise) or in the form of fees or allocations payable by Advisory Accounts or other Accounts) will generally increase as the amount of assets that such Unaffiliated Advisers manage increases. Therefore, investment by Advisory Accounts with such Unaffiliated Advisers (or Underlying Funds they manage or advise) where Goldman Sachs, Advisory Accounts or other Accounts have a fee and/or profit sharing arrangement or other interest in the equity or profits of such Unaffiliated Advisers generally results in additional revenues to Goldman Sachs and its personnel. The relationship that Goldman Sachs, Advisory Accounts and other Accounts have with such Unaffiliated Advisers (or their portfolio companies or affiliates) generally also results in GSAM being incentivized to increase Advisory Accounts’ investments with such Unaffiliated Advisers or to retain their investments with such Unaffiliated Advisers (or Underlying Funds they manage or advise). In addition, in certain cases, an Advisory Account, including Advisory Accounts such as Seeding Funds that engage in seeding transactions relating to the start-up of Unaffiliated Advisers, obtains fees or investment terms with an Unaffiliated Adviser that benefit Goldman Sachs and other Accounts, which may result in the applicable Advisory Account receiving terms that are not as favorable to such Advisory Account as those it could have obtained for itself had benefits for Goldman Sachs and such other Accounts not been obtained. The Advisory Account and Goldman Sachs or such other Accounts may negotiate fees, investment terms or Profits Interests with an Unaffiliated Adviser on a collective basis and such fees, investment terms or Profits Interests may not be as favorable to the Advisory Account as those it could have obtained had it negotiated with the Unaffiliated Adviser by itself. Goldman Sachs or another Account may also negotiate better fees, investment terms, Profits Interests or other favorable arrangements with an Unaffiliated Adviser and an Advisory Account may not receive the benefit of such fees, terms, Profits Interests and arrangements. Goldman Sachs (including, without limitation, GSAM) may receive notice of, or offers to participate in, investment opportunities, including with respect to Profits Interests, from Unaffiliated Advisers, their affiliates or other third parties. Such investment opportunities may be offered to Goldman Sachs for various reasons, which may include business relationships with Unaffiliated Advisers or their affiliates or other reasons, including that one or more Advisory Accounts have made investments with such Unaffiliated Advisers. Such opportunities will generally not be required to be allocated to such Advisory Accounts unless the opportunities are received pursuant to contractual requirements, such as preemptive rights or rights offerings, under the terms of the Advisory Accounts’ investments with such Unaffiliated Advisers. Investment (or continued investment) by particular Advisory Accounts with such Unaffiliated Advisers may result in additional investment opportunities for Goldman Sachs or other Accounts. An Advisory Account will not be entitled to compensation in connection with investments that are not allocated to such Advisory Account (or not fully allocated to such Advisory Account) and are allocated to Goldman Sachs (including GSAM) or other Accounts (including other Advisory Accounts). Due to regulatory considerations (including ERISA) and/or to mitigate certain conflicts of interest, an Advisory Account’s Profits Interest in an Unaffiliated Adviser has in the past excluded, and may in some cases in the future exclude, management fees and performance-based compensation associated with investments by Goldman Sachs and/or other Accounts in the Underlying Funds of the Unaffiliated Advisers. In addition, in order to mitigate certain conflicts, for a certain period of time following the acquisition of a Profits Interest in an Unaffiliated Adviser by an Advisory Account, other Accounts may be restricted from investing in Underlying Funds managed by the Unaffiliated Adviser. Such restriction may adversely affect the Unaffiliated Adviser, including, without limitation, by limiting its assets under management, and, in turn, may have an adverse effect on the returns of the Advisory Account that holds the Profits Interest. Certain GSAM-managed funds that allocate assets to an Unaffiliated Adviser’s Underlying Funds or accounts do not pay compensation to the Unaffiliated Advisers. Instead, the Unaffiliated Advisers are compensated by GSAM out of compensation GSAM receives from the GSAM-managed funds. In such circumstances, any reduction in the compensation payable to the Unaffiliated Advisers will inure to the benefit of GSAM, and not to the GSAM- managed funds or their investors. This fee structure incentivizes GSAM to select Unaffiliated Advisers with lower compensation levels (including Unaffiliated Advisers that discount their fees based on aggregate account size or other relationships) in order to increase the net fee to GSAM, and not select other Advisers that might also be appropriate for the Advisory Accounts. Fee breakpoints in an Advisory Account may also be affected by Goldman Sachs’ business relationships and the size of Accounts other than the Advisory Account, and may directly or indirectly benefit Goldman Sachs and other Accounts. Advisory Accounts will not be entitled to any compensation with respect to such benefits received by Goldman Sachs and other Accounts. To the extent that AIMS provides Advisory Accounts with access to Diligence Reports, AIMS will face actual and perceived potential conflicts in preparing Diligence Reports in respect of Underlying Funds and Unaffiliated Advisers in which AIMS and its affiliates have direct or indirect interests or relationships. For example, AIMS and its affiliates may have multiple advisory, transactional and financial and other interests in securities, instruments, companies and other assets that may be managed by an Unaffiliated Adviser, or may act as counterparty to an Underlying Fund or an Unaffiliated Adviser. Similarly, Goldman Sachs may provide a variety of products and services to Underlying Funds, Unaffiliated Advisers or their affiliates, and in such cases Goldman Sachs receives compensation, which may be in various forms, and may receive other benefits, from one or more Underlying Funds, Unaffiliated Advisers or their affiliates. As described below in —Equity and Economic Interests Relating to Unaffiliated Advisers and Underlying Funds, certain GSAM-managed funds may hold material equity, profits or other interests in Underlying Funds, Unaffiliated Advisers or their affiliates. In addition, personnel of certain Unaffiliated Advisers may be clients or former employees of AIMS or its affiliates or may provide AIMS or its affiliates with notice of, or offers to participate in, investment opportunities. Any negative information contained in Diligence Reports in respect of Underlying Funds or Unaffiliated Advisers in or with which AIMS and its affiliates have interests or relationships could adversely impact such interests and relationships, and any positive information contained in the Diligence Reports in respect of such Underlying Funds and Unaffiliated Advisers could benefit such interests and relationships. As a result, AIMS is incentivized to delay or fail to provide certain adverse information concerning an Underlying Fund or Unaffiliated Adviser, or to promote certain Underlying Funds or Unaffiliated Advisers, in Diligence Reports.
Equity and Economic Interests Relating to Unaffiliated
Advisers and Underlying Funds
Certain GSAM-managed funds have entered into, or are third-party beneficiaries of, agreements with certain Unaffiliated Advisers, their Underlying Funds or their affiliates pursuant to which the GSAM-managed funds hold material equity, profits or other interests in the Unaffiliated Advisers, their Underlying Funds or their affiliates. Certain of such agreements include arrangements pursuant to which a GSAM-managed fund earns a share of the revenue received by an Unaffiliated Adviser or its affiliate (either through a contractual arrangement or through purchasing an equity interest in such Unaffiliated Adviser, its Underlying Funds or its affiliates). Certain of such agreements also include arrangements pursuant to which an Unaffiliated Adviser and its Underlying Funds have agreed to reduce the management fees and incentive compensation payable or allocable by the GSAM-managed funds in connection with their investments in the Unaffiliated Adviser’s Underlying Funds. The amount of such reductions are typically determined based on the size of the investment in the Unaffiliated Adviser’s Underlying Funds by the GSAM- managed funds and the aggregate management fees and incentive compensation earned by the Unaffiliated Adviser with respect to its Underlying Funds from other investors, including any management fees and incentive compensation paid by the Accounts. As such, the GSAM-managed funds benefit from the fees, allocations or other compensation earned by the Unaffiliated Advisers or their affiliates with respect to their Underlying Funds, including, to the extent an Advisory Account invests in any such Underlying Funds, any fees, allocations or other compensation paid by the Advisory Account to the Unaffiliated Advisers or their affiliates and/or their Underlying Funds, which may be significant. Conversely, certain AIMS Program Funds, including Seeding Funds, that are entitled to a share of an Unaffiliated Adviser’s revenue may elect not to receive any portion of any fees, allocations or other compensation paid to such Unaffiliated Adviser by or in respect of other Accounts in order to avoid certain potential conflicts or due to certain regulatory considerations. Certain GSAM- managed funds have entered into arrangements pursuant to which the GSAM-managed funds have certain limited consent rights (or other governance-related rights) in respect of an Unaffiliated Adviser’s business, which may directly or indirectly adversely affect interests in the Unaffiliated Adviser or its Underlying Funds, including any interests therein held by Advisory Accounts.
Conflicts Relating to the Selection or Recommendation
of Stable Value Contract Providers
The interests and business relationships of Goldman Sachs (including GSAM SV) and its personnel create potential conflicts in the selection or recommendation of Stable Value Contract providers, or the determination to increase allocations of assets to or withdraw assets from Stable Value Contract providers on behalf of, Advisory Accounts. GSAM SV makes determinations or recommendations regarding Stable Value Contracts providers consistent with its fiduciary duties and the investment processes described in Item 8, Methods of Analysis, Investment Strategies and Risk of Loss. Goldman Sachs may derive benefits from certain decisions made in respect of Stable Value Contract providers. See Appendix B—Information on Significant Strategy Risks—Risks that Apply Primarily to Fixed- Income Investments—Stable Value Risks.
CONFLICTS RELATING TO THE ALLOCATION OF
ADVISORY ACCOUNT ASSETS TO AFFILIATED
PRODUCTS AND EXTERNAL PRODUCTS
Goldman Sachs (including GSAM) will generally receive compensation in connection with the management of Affiliated Products (including discretionary managed accounts or investment funds including money market funds) to which Advisory Accounts directly or indirectly allocate assets. Certain Advisory Accounts that invest in Affiliated Products pay advisory fees to GSAM that are not reduced by any fees payable by such Advisory Accounts to Goldman Sachs as manager of such Affiliated Products (i.e., there will be “double fees” involved in making any such investment, which would not arise in connection with the direct allocation of assets by the account holder to such Affiliated Products), other than in certain specified cases, including as may be required by applicable law. Other Advisory Accounts that invest in Affiliated Products pay advisory fees at the Advisory Account level but not at the Affiliated Product level, or vice versa (e.g., the Advisory Account may invest on a fee-free basis in the Affiliated Product or receive a rebate or credit at the Advisory Account level). Because Goldman Sachs will on an overall basis receive higher fees, compensation and other benefits if the assets of Advisory Accounts that pay “double fees” (i.e., Advisory Accounts that do not invest on a fee-free basis or that do not receive a rebate or credit) are allocated to Affiliated Products rather than solely to External Products, GSAM is incentivized to recommend or allocate the assets of Advisory Accounts to Affiliated Products. Furthermore, GSAM will have 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 GSAM to select or recommend certain Affiliated Products over other Affiliated Products. Similarly, since GSAM and/or Goldman Sachs generally on an overall basis receives higher fees, compensation and other benefits if Advisory Account assets are allocated to External Products indirectly through Advisory Accounts that are funds of funds rather than directly to External Products, GSAM is incentivized to select or recommend an Advisory Account that is a fund of funds for an Advisory Account. Correspondingly, GSAM may be 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. Notwithstanding the foregoing, special fee considerations with respect to allocations to Affiliated Products in addition to, and different than, those listed in this paragraph apply to GPS-managed Advisory Accounts. Please refer below to this Item 10, Other Financial Industry Activities and Affiliations—Conflicts that Apply Primarily to GPS. Neither Goldman Sachs nor GSAM will be required to share any fees, allocations, compensation, remuneration or other benefits received in connection with an Advisory Account with the Advisory Account or the client or offset such fees, allocations, compensation, remuneration and other benefits against fees and expenses the client may otherwise owe Goldman Sachs or GSAM.
CONFLICTS THAT APPLY PRIMARILY TO GPS
Conflicts Relating to Affiliated Products and External
Products
Generally, the guidelines for GPS Advisory Accounts provide that either only Affiliated Products or only External Products will be selected or recommended for the Advisory Accounts or for particular asset classes or strategies within the Advisory Accounts. However, in certain cases, the guidelines for a GPS Advisory Account provide that both Affiliated Products and External Products may be selected or recommended for the Advisory Account or for particular asset classes or strategies within the Advisory Account. As described above in this Item 10, Other Financial Industry Activities and Affiliations—Conflicts Relating to Relationships with Unaffiliated Advisers—Conflicts Relating to the Allocation of Advisory Account Assets to Affiliated Products and External Products, conflicts of interest arise in situations in which GPS is permitted to allocate Advisory Account assets to both Affiliated Products and External Products, and the differing fee arrangements that apply to investments by GPS Advisory Accounts in Affiliated Products as compared to External Products create a preference for the selection or recommendation of Affiliated Products over External Products. Please also refer to the potential conflicts of interest described in Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Transactions—Financial Incentives in Selling and Managing Advisory Accounts. In connection with an Advisory Account that, pursuant to its guidelines, may invest in External Products (either because the guidelines provide that the Advisory Account will invest in only External Products or because the guidelines provide that the Advisory Account will invest in both External Products and Affiliated Products), GPS will not review the entire universe of available External Products that may be appropriate for the Advisory Account. In addition, AIMS might not consider any External Product for certain asset classes for which an Affiliated Product is available; as a result, there may be no External Products available for certain asset classes on the GPS platform. Generally, GPS will only review External Products managed by managers listed on a list of approved Unaffiliated Advisers (the “GSAM Approved Manager List”), and typically will only review a subset of such External Products as it determines in its sole discretion. As a result, there may be one or more External Products that would be a more appropriate addition to the Advisory Account than the investment product selected by GPS, from the standpoint of the factors that GPS has taken into consideration or other factors. Such External Products may outperform the investment product selected for the Advisory Account. In determining which External Products to review for inclusion on its platform, GPS sources Unaffiliated Advisers 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 Unaffiliated Advisers or other clients may already have with other parts of Goldman Sachs’ businesses. Such relationships give rise to a conflict of interest, as Goldman Sachs may be incentivized to select Unaffiliated Advisers from whom Goldman Sachs receives fees or other benefits, including the opportunity for business development and the additional revenue that may result therefrom. In addition, Goldman Sachs may be compensated more by one Unaffiliated Adviser over another, and may therefore be incentivized to choose the higher paying Unaffiliated Adviser. Different parts of Goldman Sachs may source Unaffiliated Advisers and investment opportunities in different ways and based on different considerations. See Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Transactions—Goldman Sachs Acting in Multiple Commercial Capacities. In connection with an Advisory Account or an asset class within an Advisory Account that, pursuant to its guidelines invests only in Affiliated Products, GPS will not review or consider External Products. As a result, there may be one or more External Products that would be a more appropriate addition to the Advisory Account than the Affiliated Product selected by GPS, from the standpoint of the factors that GPS has taken into consideration or other factors. Such External Products may outperform the Affiliated Product selected for the Advisory Account. GPS utilizes different due diligence processes for review of External Products and Affiliated Products. External Products are reviewed by AIMS, while potential Affiliated Products are reviewed by GPS. With respect to External Products reviewed by AIMS, 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 Unaffiliated Advisers 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 AIMS reviews the performance history of External Products, none of GSAM, AIMS, 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 may differ among External Products and performance information may not be calculated on a uniform and consistent basis. Past performance may not be indicative of future results and, as such, prospective clients should not place too much emphasis on External Product performance information. AIMS periodically reviews the External Products through interactions with Unaffiliated Advisers designed to help understand the evolution of their views. AIMS 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). Due diligence by GPS is generally limited to an assessment of certain qualitative and, to a lesser extent, quantitative factors to determine that a potential Affiliated Product is suitable for the applicable Advisory Account. 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, GPS 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 had the due diligence process applicable to External Products been utilized for Affiliated Products. See Item 8, Methods of Analysis, Investment Strategies and Risk of Loss—Methods of Analysis and Investment Strategies—GPS for additional considerations relating to, among other things, differences in the GPS selection process for External Products and Affiliated Products. Furthermore, when GPS conducts due diligence of, or in connection with making purchase, sale, or other investment- related decisions with respect to, Affiliated Products, it may be restricted from obtaining information it might otherwise request with respect to such Affiliated Products and their sponsors, managers, or advisers as a result of internal information barriers, or it may be restricted from transacting on information it does obtain or is in possession of, as further described in Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading— Participation or Interest in Client Transactions— Considerations Relating to Information Held by Goldman Sachs. The lack of such information, or the inability to act upon such information, could result in losses to Advisory Accounts. When GPS personnel do not have access to certain information with respect to an investment product, they may determine not to consider such investment product for an Advisory Account, or, conversely, GPS personnel may select an investment product for the Advisory Account notwithstanding that certain material information is unavailable to such personnel, each of which could adversely affect the Advisory Account. For example, such investment product could significantly decline in value, resulting in substantial losses to the Advisory Account. AIMS maintains the GSAM Approved Manager List and determines, based on its ongoing diligence review, whether an External Product should be retained on the GSAM Approved Manager List. GPS generally only selects or recommends External Products the managers of which are included on the GSAM Approved Manager List, and if AIMS removes the manager of an External Product from the GSAM Approved Manager List, GPS is expected to withdraw (or recommend the withdrawal of) such External Product from Advisory Accounts unless a client specifically requests to retain the External Product. Affiliated Products are not subject to GPS’s ongoing due diligence, to due diligence by AIMS, or to the GSAM Approved Manager List. There is no similar list or removal process for Affiliated Products, although GPS may withdraw (or recommend the withdrawal of) Affiliated Products on a case-by-case basis based on factors it deems relevant at the time of any such consideration. The fact that Affiliated Products are not subject to the same diligence review and GSAM Approved Manager List and removal processes applicable to External Products could cause them not to be withdrawn from Advisory Accounts prior to periods in which they underperform potential replacement investment products. GPS receives management fees with respect to its investment advisory activities for Advisory Accounts it manages. In addition, GPS Advisory Accounts bear all fees and expenses relating to investments in External Products and all fund expenses relating to investments in Affiliated Products. However, GPS Advisory Accounts generally do not bear any additional fees with respect to investments in Affiliated Products (either because the Affiliated Products do not charge fees or because the fees paid to Affiliated Products are offset against the fees charged by GPS). Therefore, similarly situated Advisory Accounts that invest in Affiliated Products are generally expected to bear an overall lower level of fees than Advisory Accounts that invest in External Products. As a result, with respect to Advisory Accounts whose guidelines permit investments in both Affiliated Products and External Products, there is a significant financial incentive (i.e., lower overall fees for the client) for the Advisory Account to invest in Affiliated Products rather than External Products. Conversely, GPS has an incentive to select or recommend External Products because Goldman Sachs does not receive additional fees from the Advisory Accounts in respect of investments in Affiliated Products even though it is providing additional services to the Advisory Accounts. However, in such circumstances there may be countervailing considerations outside the best interests of the client that incentivize GPS to select or recommend Affiliated Products (e.g., increased assets under management for Affiliated Products), including Affiliated Products managed by GPS, over External Products. Generally, GPS does not share in the fees received by External Products or their managers. External Products include hedge funds advised by Unaffiliated Advisers (“External Hedge Funds”). Generally, Advisory Accounts access External Hedge Funds through investments in GS Funds of Funds or through direct investments in third-party managed hedge funds. GPS does not utilize funds of funds that are not Affiliated Products to access External Hedge Funds unless specifically directed to do so by the client. As described in the prior paragraph, Advisory Accounts managed by GPS generally do not bear fees with respect to Affiliated Products. Accordingly, GPS Advisory Accounts generally do not pay fees to GS Funds of Funds in order to access External Hedge Funds. Advisory Accounts are responsible for their pro rata share of the expenses of the GS Funds of Funds, which generally includes fees and expenses paid by the GS Funds of Funds to the External Hedge Funds.
Conflicts Relating to Regulatory Restrictions Applicable
to Goldman Sachs
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. 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 and Regulatory Restrictions Affecting Advisory Accounts.
Conflicts Relating to the Use of Tactical Tilts
GSAM utilizes tactical investment ideas derived from short- term market views (“Tactical Tilts”) for certain Advisory Accounts. Unless specifically directed otherwise by a client (for example, in the case in which a GPS client or Advisory Account specifically require or contemplate the use of one of the client’s Unaffiliated Advisers to implement certain types of tactical tilts), with respect to GPS-managed Advisory Accounts, such Tactical Tilts are implemented through Affiliated Products or directly by GSAM Personnel, even in the case of Advisory Accounts the guidelines of which do not otherwise provide for investments in Affiliated Products. As described above in this Item 10, Other Financial Industry Activities and Affiliations—Conflicts that Apply Primarily to GPS—Conflicts Relating to Affiliated Products and External Products, other than with respect to GPS’s management fee, Advisory Accounts generally do not bear fees in respect of Affiliated Products. Accordingly, Advisory Accounts do not pay additional fees in connection with the implementation of Tactical Tilts. There are material risks related to the use of Tactical Tilts for Advisory Accounts. 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, other businesses within Goldman Sachs may implement a Tactical Tilt or unwind a position for client accounts or on their own behalf at a different time than GPS does on behalf of Advisory Accounts, or may implement a Tactical Tilt that is different from the Tactical Tilt implemented by GPS on behalf of Advisory Accounts, which could have an adverse effect on Advisory Accounts and may result in poorer performance by Advisory Accounts than by Goldman Sachs or other client accounts. In addition, unless otherwise agreed in the agreement governing the Advisory Account, GPS monitors 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.
Conflicts Relating to the Use of Target Ranges and
Rebalancing
Certain Advisory Accounts, either generally or with respect to particular asset classes and/or product classes, allocate to both Affiliated Products and External Products in accordance with target allocations or target ranges. For these Advisory Accounts, the conflicts and risks described above with respect to allocating assets to both Affiliated Products and External Products apply. In addition, to the extent a client designates target allocations or target ranges for Affiliated Products and External Products within an Advisory Account or a particular asset class or strategy within the Advisory Account, 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 and reliance on estimates in connection with the determination of percentage allocations. Any rebalancing by GPS of the Advisory Account’s assets may have an adverse effect on the performance of the Advisory Account’s assets. For example, the Advisory Account’s assets may be allocated away from an over-performing investment product and allocated to an under-performing investment product, which could be harmful to the Advisory Account. In addition, the achievement of any intended rebalancing may be limited by several factors, including the use of estimates of the net asset values of the investment products, and, in the case of investments in investment products that are pooled investment vehicles, restrictions on additional investments in and redemptions from such investment products. Similarly, the use of target ranges in respect of product classes may result in an Advisory Account containing a significantly greater percentage of Affiliated Products than would otherwise be the case, including during periods in which Affiliated Products underperform External Products. In such circumstances, there may 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.
Conflicts Relating to the Provision of Model Portfolios,
Including Through Third-Party Investment Platforms
The GPS team provides model portfolios to certain Advisers, broker-dealers or other financial intermediaries that use such model portfolios to assist in developing their own investment recommendations and managing their own accounts or the accounts of their clients, or that make such model portfolios available to their clients through investment platforms. Such model portfolios may be focused on one or more asset classes or strategies or may be limited to certain types of investment products (for example, model portfolios consisting solely of ETFs or mutual funds). Such model portfolios may differ from, and may experience different performance than, model portfolios offered by affiliates of GSAM or by other business units within GSAM. If a model portfolio includes ETFs or mutual funds, in selecting such products for inclusion in a model portfolio, the GPS team generally expects to 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 in such model portfolio, unless the GPS team 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, the GPS team may consider certain External Products in its discretion, although the GPS team will not canvas the universe of External Products. The GPS team will not be obligated to, and will not, take into account the tax status, investment goals or other characteristics of any specific person using a model portfolio when compiling the model portfolios. To the extent the GPS team includes an External Product in a model portfolio, 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, tracking error relative to the benchmark index and liquidity profile (e.g., market capitalization and average daily trading volume). The GPS team generally does not conduct operational due diligence on External Products included in model portfolios. GSAM is generally entitled to compensation for making model portfolios available to Advisers, broker-dealers, other financial intermediaries or their clients. In addition, GSAM and/or its affiliates will benefit from the subscription by clients in Affiliated Products because Goldman Sachs (including GSAM) will generally receive compensation in connection with the management of Affiliated Funds included in a model portfolio. GSAM is incentivized to include Affiliated Funds in model portfolios and disincentivized to remove Affiliated Funds from a model portfolio. Furthermore, inclusion of Affiliated Products in model portfolios raises additional potential conflicts and risks similar to those described above in this Item 10, Other Financial Industry Activities and Affiliations—Conflicts Relating to Relationships with Unaffiliated Advisers— Conflicts Relating to the Allocation of Advisory Account Assets to Affiliated Products and External Products. Certain model portfolio recipients will not have had the chance to evaluate or act upon information communicated by GPS regarding model portfolios or any updates thereto prior to the time at which other model portfolio recipients have commenced trading based upon such information or updates. See Item 6, Performance-Based Fees and Side-By- Side Management—Provision of Portfolio Information to Model Portfolio Advisers. please register to get more info

Interest in Client Transactions and Personal
Trading
CODE OF ETHICS AND PERSONAL TRADING
GSAM has adopted a Code of Ethics (the “Code”) under Rule 204A-1 of the Advisers Act designed to provide that GSAM Personnel, and certain additional personnel of Goldman Sachs who support GSAM, 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 may 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 may also take positions that are the same as, different from, or made at different times than, positions taken (directly or indirectly) for Advisory Accounts. GSAM will provide a copy of the Code to clients or prospective clients upon request. Additionally, all personnel of Goldman Sachs, including GSAM Personnel, are subject to firm-wide policies and procedures regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading.
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, counterparty, agent, principal, distributor, investor or in other commercial capacities for accounts or companies or affiliated or unaffiliated Underlying Funds. 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 account 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, Goldman Sachs’ activities and dealings with other clients and third parties may affect Advisory Accounts in ways that may disadvantage Advisory Accounts and/or benefit Goldman Sachs or other Accounts (including Advisory Accounts). Additionally, as described below, GSAM 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, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Transactions— Certain Effects of the Activities of Goldman Sachs and Advisory Accounts. In addition, as described above in Item 7, Types of Clients, GSAM’s activities on behalf of certain other entities that are not investment advisory clients of GSAM create conflicts of interest between such entities, on the one hand, and Advisory Accounts, on the other hand, that are the same as or similar to the conflicts that arise between Advisory Accounts, or between an Advisory Account on the one hand, and an Account on the other hand, as described in this Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. In managing conflicts of interest that arise as a result of the foregoing, GSAM generally will be subject to fiduciary requirements. The following are descriptions of certain conflicts of interest and potential conflicts of interest that are associated with the financial or other interests that GSAM and Goldman Sachs may have in advising or dealing with clients (including Advisory Accounts) or third parties acting on their 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 GSAM or Goldman Sachs may have now or in the future. Prior to making an investment in an Advisory Account that is a pooled investment vehicle, prospective investors are encouraged to read the offering materials relating to such Advisory Account.
Principal Trading and Cross/Agency Cross Transactions
with Advisory Accounts
When permitted by applicable law and GSAM policy, GSAM, acting on behalf of certain Advisory Accounts (for example, those employing taxable fixed income, municipal bond fixed income and structured investment strategies), may enter into transactions in securities and other instruments with or through Goldman Sachs or in Affiliated Products, and may (but is under no obligation or other duty to) cause Advisory Accounts to engage in principal transactions, cross transactions and agency cross transactions. Principal transactions occur if GSAM, on behalf of Advisory Accounts, 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 GSAM causes an Advisory Account to buy securities or other instruments from, or sell securities or other instruments to, another Advisory Account of GSAM or an Affiliated Adviser. An agency cross transaction occurs if Goldman Sachs acts as broker for an Advisory Account on one side of the transaction and a brokerage 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 issues or restrictions contained in GSAM’s internal policies relating to these transactions which could limit GSAM’s determination 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 may 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. GSAM may (but is under no obligation or other duty to) cause Advisory Accounts to engage in cross transactions involving interests in hedge funds, private equity funds, real estate funds and other private or non-private funds. For example, HFS may cause HFS Advisory Accounts to buy or sell interests in an Underlying Fund, including such interests that are illiquid or difficult-to-value, from or to another Advisory Account or other Account (including an Account advised by another area of Goldman Sachs for its clients). This will typically occur when one Advisory Account determines to sell an interest in an Underlying Fund at the same time that another Advisory Account wishes to purchase an interest in the same Underlying Fund. Transactions in respect of illiquid or difficult-to-value assets may be effected at a discount to the net asset value of the illiquid assets provided by the applicable Adviser. Another example of cross transactions involving Underlying Funds occurs when AIMS private equity and real estate Advisory Accounts rebalance their interests in Underlying Funds over the course of a stated period of time (such as the period of time during which investors may invest in AIMS closed- ended private equity and real estate funds). Cross transactions may also occur in connection with the offering of Co-Investment Opportunities to an Advisory Account following the acquisition of an investment by another Advisory Account. In these cases, the Advisory Account that is offered the Co-Investment Opportunity generally purchases a portion of the investment acquired by another Advisory Account. The price at which an Advisory Account acquires an investment in connection with a Co- Investment Opportunity may be based upon cost and may or may not include an interest component or may reflect adjustments to the value of the investment following acquisition by the selling Advisory Account. In addition, cross transactions may occur where GSAM causes an Advisory Account to acquire all or a portion of the interests in one or more portfolio companies from another Advisory Account (including situations where a new Advisory Account is organized by GSAM solely for this purpose) or merge an existing portfolio company of the Advisory Account with a portfolio company of another Advisory Account. Such transactions lead to a conflict of interests because GSAM controls the Advisory Accounts and/or portfolio company on each side of such transaction. In certain circumstances, Goldman Sachs, to the extent permitted by applicable law, purchases or sells 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 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. GSAM has developed 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 transaction. 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 will be effected in accordance with fiduciary requirements and applicable law (which may include disclosure and consent). In the case of commingled funds or certain other Advisory Accounts, consent may be granted by a governing body or a committee of investors or independent persons acting for an Advisory Account, in which case other investors will not have the opportunity to provide or withhold consent to the proposed transaction.
Certain Effects of the Activities of Goldman Sachs and
Advisory Accounts
Goldman Sachs (including GSAM), 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 or, if applicable, the Advisers to which they allocate assets. Goldman Sachs may receive greater fees or other compensation (including performance-based fees) from such Accounts than it does from the particular Advisory Accounts, in which case Goldman Sachs is incentivized to favor such Accounts. In addition, Goldman Sachs (including GSAM), the clients it advises, and its personnel may engage (or consider engaging) in commercial arrangements or transactions with Accounts, and/or may compete for commercial arrangements or transactions in the same types of companies, assets, securities and other instruments, as particular Advisory Accounts or, if applicable, particular Advisers. Such arrangements, transactions or investments may adversely affect such Advisory Accounts by, for example, limiting clients’ ability to engage in such activity or affecting the pricing or terms of such arrangements, transactions or investments. Moreover, a particular Advisory Account on the one hand, and Goldman Sachs or an Account (including through another Advisory Account), on the other hand, may vote differently on or take or refrain from taking different actions with respect to the same security, which may be disadvantageous to the Advisory Account. Additionally, as described below, GSAM 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. Transactions by, advice to and activities of Accounts (including with respect to investment decisions, voting and the enforcement of rights) may involve the same or related companies, securities or other assets or instruments as those in which particular Advisory Accounts (or, if applicable, Advisers) invest, and such Accounts may engage in a strategy while an Advisory Account (or, if applicable, an Adviser) is undertaking the same or a differing strategy, any of which could directly or indirectly disadvantage the Advisory Account (including its ability to engage in a transaction or other activities). For example, Goldman Sachs may be engaged to provide advice to an Account that is considering entering into a transaction with a particular Advisory Account, and Goldman Sachs may advise the Account not to pursue the transaction with the particular Advisory Account, or otherwise in connection with a potential transaction provide advice to the Account that would be adverse to the particular Advisory Account. Additionally, an Advisory Account (or, if applicable, Adviser) may buy a security and an Account may establish a short position in that same security or in similar securities. This short position may result in the impairment of the price of the security that the Advisory Account (or, if applicable, Adviser) holds or may be designed to profit from a decline in the price of the security. An Advisory Account (or, if applicable, Adviser) could similarly be adversely impacted if it establishes a short position, following which an Account takes a long position in the same security or in similar securities. In addition, Goldman Sachs (including GSAM) may make filings in connection with a shareholder class action lawsuit or similar matter involving a particular security on behalf of an Account (including an Advisory Account), but not on behalf of a different Account (including a different Advisory Account) that holds or held the same security, or that is invested in or has extended credit to different parts of the capital structure of the same issuer. See this Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Accounts—Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure, for a discussion of certain additional conflicts associated with Goldman Sachs (including GSAM) or Accounts (including Advisory Accounts), 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 17, Voting Client Securities— Class Actions and Similar Matters for a description of GSAM’s policies with respect to filings in connection with shareholder class actions and similar matters for separate account clients. Advisory Accounts are expected to transact with a variety of counterparties. Some of these counterparties will also engage in transactions with other Accounts managed by GSAM or another Goldman Sachs entity. For example, an Advisory Account may purchase assets from a counterparty at the same time the counterparty (or an affiliate thereof) is also negotiating to purchase different assets from another Account. This creates potential conflicts of interest, particularly with respect to the terms and purchase prices of the sales. For example, Goldman Sachs may receive fees or other compensation in connection with the sale of assets by an Account, which creates an incentive to negotiate a higher purchase price for those assets in a transaction where an Advisory Account is a purchaser. To address these potential conflicts GSAM implements in such situations policies and procedures to ensure that any transaction is consistent with GSAM’s fiduciary obligations. Advisory Accounts may also have different rights in respect of an investment with the same issuer or Underlying Advisor, or invest in different classes of the same issuer (including an Underlying Fund) that have different rights, including, without limitation, with respect to liquidity. For example, one or more Advisory Accounts may be permitted to redeem from or otherwise liquidate their investments in an Underlying Fund at times that another Advisory Account cannot. The determination to exercise such rights by GSAM on behalf of certain Advisory Accounts may have an adverse effect on other Advisory Accounts. GSAM may 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 GSAM) 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. For example, an Advisory Account may acquire securities or indebtedness of a company affiliated with Goldman Sachs directly or indirectly through syndicate or secondary market purchases, or may 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 make loans to, or enter into margin, asset-based or other credit facilities or similar transactions with, clients, companies or individuals, that may (or may not) be 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 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, its Advisory Accounts or other Accounts. In connection with its rights as lender, Goldman Sachs may act 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. Such actions may adversely affect Advisory Accounts (e.g., if a large position in securities is liquidated, among the other potential adverse consequences, the value of such security may decline rapidly and Advisory Accounts holding (directly or indirectly) such security may in turn decline in value or may be unable to liquidate their positions in such security at an advantageous price or at all). For a discussion of certain additional conflicts associated with Goldman Sachs or Accounts, 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 this Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Accounts—Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure. Subject to applicable law, Goldman Sachs (including GSAM) or Accounts (including Advisory Accounts and Accounts formed to facilitate investment by personnel of Goldman Sachs) may invest in or alongside particular Advisory Accounts that are pooled investment vehicles. These investments may be on terms more favorable than those of an investment by Advisory Accounts in such a pooled investment vehicle, may constitute a substantial percentage of the assets of the pooled investment vehicle, and may result 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 or Accounts may redeem or withdraw interests in these pooled investment vehicles at any time without notice to or regard to the effect on the portfolios of Advisory Accounts invested in the pooled investment vehicle, which may be adversely affected by any such redemption or withdrawal. Substantial requests for redemption or withdrawal by Goldman Sachs in a concentrated period of time could require a pooled investment vehicle 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 pooled investment vehicle and its investors, including Advisory Accounts. The terms of an investment in an Account formed to facilitate investment by personnel of Goldman Sachs are typically different from, and may be more favorable than, those of an investment by a third-party investor in an Advisory Account. For example, investors in such an Account generally are not subject to management fees or performance-based compensation, may share in the performance-based compensation, may not have their commitments pledged under a subscription facility, and may receive capital calls, distributions and information regarding investments at different times than third-party investors. In addition, to the extent permitted by law, certain investors in such an Account may 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, including the Dodd-Frank Act, Goldman Sachs may 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. Goldman Sachs (including GSAM) creates, writes, sells, issues, invests in or acts as placement agent or distributor of derivative instruments related to Advisory Accounts such as pooled investment vehicles, or with respect to underlying securities or assets of an Advisory Account, or which may be otherwise based on or seek to replicate or hedge the performance of an Advisory Account. Such derivative transactions, and any associated hedging activity, may differ from and be adverse to the interests of Advisory Accounts. For example, derivative transactions could represent leveraged investments in an Underlying Fund that is a hedge fund, 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 Adviser 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. Accounts may be offered access to advisory services through several different Goldman Sachs businesses (including through GS&Co. and GSAM). Different advisory businesses within Goldman Sachs manage Accounts according to different strategies and may also apply different criteria to the same or similar strategies and may have differing investment views in respect of an issuer or a security or other investment. Similarly, within GSAM certain investment teams or portfolio managers may have differing or opposite investment views in respect of an issuer or a security, and the positions an investment team or portfolio manager takes in respect of an Advisory Account it manages may be inconsistent with, or adverse to, the interests and activities of Advisory Accounts advised by other GSAM investment teams or portfolio managers. Moreover, research, analyses or viewpoints may be available to clients or potential clients at different times. Goldman Sachs will not have any obligation or other duty 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, on behalf of one or more Accounts (including Advisory Accounts), implements an investment decision or strategy ahead of, or contemporaneously with, or behind similar investment decisions or strategies made for 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, Goldman Sachs may implement an investment decision or strategy that results in a purchase (or sale) of a security for one Advisory Account that 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. GSAM, in its discretion, in certain circumstances recommends that certain Advisory Accounts and/or certain of their portfolio companies 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 Advisory Accounts, (iii) Goldman Sachs’ employees’ family members and/or relatives and/or certain of their portfolio companies or (iv) persons otherwise associated with an Advisory Account investor, portfolio company, or service provider. The Advisory Accounts and/or their portfolio companies may 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, GSAM may take into account Goldman Sachs’ interests in maintaining its relationships and business dealings with such persons. As a result, GSAM 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.
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. An Advisory Account may invest in transactions in which Goldman Sachs acts as arranger and receives fees in connection with these financings. In certain instances, an Advisory Account may purchase loans and/or debt securities and receive representations and warranties directly from the borrower, while in other instances, an Advisory Account may need to rely on a private placement memorandum from Goldman Sachs or others, and may 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 may arise.
Investments in and Advice Regarding Different Parts of
an Issuer’s Capital Structure
In some cases, Goldman Sachs (including GSAM) or Accounts (including Advisory Accounts), on the one hand, and a particular Advisory Account, on the other hand, invest in or extend credit to different parts of the capital structure of a single issuer. As a result, Goldman Sachs (including GSAM) or Accounts may take actions that adversely affect the particular Advisory Account. In addition, in some cases, Goldman Sachs (including GSAM) advises Accounts with respect to different parts of the capital structure of the same issuer, or classes of securities that are subordinate or senior to securities, in which a particular Advisory Account invests. Goldman Sachs (including GSAM) may 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 Accounts with respect to an issuer in which a particular Advisory Account has invested, and such actions (or refraining from action) may have an adverse effect on such Advisory Account. For example, in the event that Goldman Sachs (including GSAM) or an Account holds loans, securities or other positions in the capital structure of an issuer that ranks 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 (including GSAM), 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 may have an adverse effect on or otherwise conflict with the interests of the particular Advisory Account’s holdings in the issuer. In connection with any such liquidation, reorganization or restructuring, a particular Advisory Account’s holdings in the issuer may be extinguished or substantially diluted, while Goldman Sachs (including GSAM) 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 GSAM) or an Account participates, Goldman Sachs (including GSAM) or the Account may seek to exercise their rights under the applicable loan agreement or other document, which may be 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 difficulties as compared to positions held by other Accounts (which may include those of Goldman Sachs including GSAM), GSAM may determine not to pursue actions and remedies that may be available to the Advisory Account or enforce particular terms that might be unfavorable to the Accounts holding the less senior position. In addition, in the event that Goldman Sachs (including GSAM) 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 (including GSAM) 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 of an issuer in which Goldman Sachs (including GSAM) or Accounts hold credit-related assets or securities, and GSAM may determine on behalf of the Advisory Accounts not to vote in a manner adverse to Goldman Sachs (including GSAM) or the Accounts. Finally, Goldman Sachs may have relationships or other business dealings with an issuer, other holders of credit-related assets or securities of such issuer, or other transaction participants that cause Goldman Sachs to pursue an action or engage in a transaction that may have an adverse effect on the positions held by the Advisory Account. These potential issues are examples of conflicts that Goldman Sachs (including GSAM) will face in situations in which Advisory Accounts, and Goldman Sachs (including GSAM) or other Accounts, invest in or extend credit to different parts of the capital structure of a single issuer. Goldman Sachs (including GSAM) addresses these issues based on the circumstances of particular situations. For example, Goldman Sachs (including GSAM) may determine to rely on information barriers between different Goldman Sachs (including GSAM) business units or portfolio management teams. GSAM may have the right, in its sole discretion, to utilize, on a case-by-case basis, a committee of investors in an Advisory Account or other persons to provide advice or consent with respect to one or more transactions or actions. Goldman Sachs (including GSAM) may determine to rely on the actions of similarly situated holders of loans or securities rather than, or in connection with, taking such actions itself on behalf of the Advisory Account. As a result of the various conflicts and related issues described above and the fact that conflicts will not necessarily be resolved in favor of the interests of particular Advisory Accounts, Advisory Accounts could sustain losses during periods in which Goldman Sachs (including GSAM) 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. The negative effects described above may be more pronounced in connection with transactions in, or Advisory Accounts or, if applicable, Advisers utilizing, small capitalization, emerging market, distressed or less liquid strategies.
Potential Conflicts Relating to Follow-On Investments
From time to time, GSAM provides opportunities to Advisory Accounts to make investments in companies 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 Advisory Accounts with no existing investment in the issuer, resulting in the assets of an Advisory Account potentially providing value to, or otherwise supporting the investments of, other Advisory Accounts. Please refer to Item 6, Performance-Based Fees and Side-By-Side Management, for a non-exclusive list of various factors considered in connection with allocation- related decisions for Advisory Accounts. Advisory Accounts may also participate in releveraging, recapitalization, and similar transactions involving companies 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 a company and Advisory Accounts making subsequent investments in the company, which may have opposing interests regarding pricing and other terms. The subsequent investments may dilute or otherwise adversely affect the interests of the previously-invested Advisory Accounts. See this 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.
Considerations Relating to Information Held by
Goldman Sachs
Goldman Sachs has established certain information barriers and other policies to address the sharing of information between different businesses within Goldman Sachs. As a result of information barriers, GSAM generally will not have access, or will have limited access, to certain information and 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. Goldman Sachs, due to its access to and knowledge of funds, markets and securities based on its prime brokerage and other businesses, may 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 may be adverse to Advisory Accounts, and will not have any obligation or other duty to share information with GSAM. In limited circumstances, however, 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.” GSAM faces conflicts of interest in determining whether to engage in such wall crossings. Information obtained in connection with such wall crossings may limit or restrict the ability of GSAM to engage in or otherwise effect transactions on behalf of Advisory Accounts (including purchasing or selling securities that GSAM may otherwise have purchased or sold for an Advisory Account in the absence of a wall crossing). See Item 11, Code of Ethics, Participation or Interest in Client Interest in Client Accounts—Certain Effects of the Activities of Goldman Sachs and Advisory Accounts and Item 11, Code of Ethics, Participation or Interest in Client Interest in Client Accounts—Firm Policies, Regulatory Restrictions, and Certain Other Factors Affecting Advisory Accounts. In managing conflicts of interest that arise as a result of the foregoing, GSAM generally will be subject to fiduciary requirements. Information barriers also exist between certain businesses within GSAM and within each Registrant, and the conflicts described herein with respect to information barriers and otherwise with respect to Goldman Sachs and GSAM will also apply to the businesses within GSAM and within the Registrants. There may also be circumstances in which, as a result of information held by certain portfolio management teams in GSAM, GSAM limits an activity or transaction for Advisory Accounts, including Advisory Accounts managed by portfolio management teams other than the team holding such information. 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 Accounts any information regarding Goldman Sachs’ trading activities, strategies or views, or the activities, strategies or views used for other Advisory Accounts or other Accounts. Furthermore, to the extent that GSAM has access to fundamental analysis and proprietary technical models or other information developed by Goldman Sachs and its personnel, or other parts of GSAM, GSAM will not be under any obligation or other duty to effect transactions on behalf of Advisory Accounts in accordance with such analysis and models. In the event Goldman Sachs or GSAM 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 or GSAM had provided such information, which may be disadvantageous to the Advisory Account. Different areas of GSAM and Goldman Sachs take views, and make decisions or recommendations, that are different than other areas of GSAM and Goldman Sachs. Different portfolio management teams within GSAM 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 may not share information with other portfolio management teams within GSAM (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. Goldman Sachs operates a business known as Goldman Sachs Securities Services (“GSS”), which provides prime brokerage, administrative and other services to clients which may involve Underlying Funds or markets and securities in which HFS Advisory Accounts or other Advisory Accounts invest. GSS 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 GSAM. In addition, Goldman Sachs may act as a prime broker to one or more Underlying Funds, in which case Goldman Sachs will have information concerning the investments and transactions of such Underlying Funds that is not available to GSAM. As a result of these and other activities, parts of Goldman Sachs may be in possession of information in respect of markets, investments, Advisers and Underlying Funds, which, if known to GSAM, might cause GSAM to seek to dispose of, retain or increase interests in investments held by Advisory Accounts or 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 GSAM or personnel involved in decision-making for Advisory Accounts.
Goldman Sachs Acting in Multiple Commercial
Capacities
Goldman Sachs faces conflicts of interest in providing and selecting services for Advisory Accounts because Goldman Sachs provides many services and has many commercial relationships with companies and affiliated and unaffiliated Underlying Funds (or their applicable personnel). In this regard, Goldman Sachs may be hired by GSAM on behalf of an Advisory Account or directly by an Advisory Account, or by an Underlying Fund or a company in which an Advisory Account has an interest, to provide investment advisory, custody, distribution, transfer agency, administrative, lending or other services (including legal, accounting and other back office services) to the Advisory Account, company or Underlying Fund. In addition, a company in which an Advisory Account has an interest may hire Goldman Sachs to provide underwriting, merger advisory, other financial advisory, placement agency, foreign currency hedging, research, asset management services, brokerage services or other services to the company. Furthermore, Goldman Sachs may sponsor, manage, advise or provide services to affiliated Underlying Funds (or their personnel) in which Advisory Accounts 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 may be substantial, as well as other benefits. 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. Such actions may benefit Goldman Sachs. For example, Goldman Sachs may require repayment of all or part of a loan from a company in which Advisory Accounts hold an interest, which could cause the company to default or be required to liquidate its assets more rapidly, which could adversely affect the value of the company and the value of the Advisory Accounts invested therein. Goldman Sachs may also advise such a company to make changes to its capital structure the result of which would be a reduction in the value or priority of a security held (directly or indirectly) by Advisory Accounts. In addition, underwriters, placement agents or managers of initial public offerings, including GS&Co., may require Advisory Accounts who hold privately placed securities of a company to execute a lock-up agreement prior to such company’s initial public offering restricting the resale of the securities for a period of time before and following the IPO. As a result, GSAM may be restricted from selling the securities in such Advisory Accounts at a more favorable price. Actions taken or advised to be taken by Goldman Sachs in connection with other types of transactions may also result in adverse consequences for Advisory Accounts. Providing services to the Advisory Accounts, Underlying Funds (or personnel of the applicable Underlying Adviser) and companies (or their personnel) in which the Advisory Accounts invest enhances Goldman Sachs’ relationships with various parties, facilitates additional business development and enables 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 or GSAM. In addition, such relationships may adversely impact Advisory Accounts, including, for example, by restricting potential investment opportunities, as described below, incentivizing GSAM to take or refrain from taking certain actions on behalf of Advisory Accounts when doing so would be adverse to such business relationships, and/or influencing GSAM’s selection or recommendation of certain investment products and/or strategies over others. Please see this Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading— Participation or Interest in Client Transactions—Certain Effects of the Activities of Goldman Sachs and Advisory Accounts. Goldman Sachs’ activities on behalf of its clients may also restrict investment opportunities generally that may be 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 may be potential investment opportunities for Advisory Accounts. There may be 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. Goldman Sachs (including GSAM) also represents creditor or debtor companies in proceedings under Chapter 11 of the U.S. Bankruptcy Code (and equivalent non-U.S. bankruptcy laws) or prior to these filings. From time to time, Goldman Sachs (including GSAM) serves on creditor or equity committees. These actions, for which Goldman Sachs (or GSAM, as applicable) may be compensated, may limit or preclude the flexibility that the Advisory Account may otherwise have to buy or sell securities issued by those companies, as well as certain real estate or other assets. Please also refer to this Item 11, Code of Ethics, Participation or Interest in Client Interest in Client Transactions—Considerations Relating to Information Held by Goldman Sachs above and this Item 11, Code of Ethics, Participation or Interest in Client Interest in Client Transactions—Firm Policies and Regulatory Restrictions Affecting Advisory Accounts below.
Diverse Interests of Advisory Account Investors
The various types of investors in and beneficiaries of Advisory Accounts, including GSAM and its affiliates, may have conflicting investment, tax and other interests with respect to their interest in the Advisory Accounts. When considering a potential investment for an Advisory Account, GSAM will generally consider the investment objectives of the Advisory Account, not the investment objectives of any particular investor or beneficiary. GSAM makes decisions, including with respect to tax matters, from time to time that may be more beneficial to one type of investor or beneficiary than another, or to GSAM and its affiliates than to investors or beneficiaries unaffiliated with GSAM. In addition, Goldman Sachs faces certain tax risks based on positions taken by an Advisory Account, including as a withholding agent. Goldman Sachs reserves the right on behalf of itself and its affiliates to take actions adverse to the Advisory Account or other Accounts in these circumstances, including withholding amounts to cover actual or potential tax liabilities.
Multi-Strategy Arrangements
GSAM may enter into special arrangements with investors that, as part of a multi-strategy or multi-asset class investment program, commit capital to a range of GSAM’s platform of products. Such investment programs may include preferential terms, including blended fees and performance compensation rates which, when applied to the entire investment program, may be lower than those applicable to an Advisory Account, notwithstanding that the capital commitments to such Advisory Account by such investors may be smaller than other investors’ capital commitments to such Advisory Account. The special arrangements with such investors may also include co- investment rights on terms that are more favorable than those applicable to the other investors in such Advisory Account. The foregoing special arrangements are not subject to the “most favored nation” provisions of such Advisory Account and are therefore unavailable to investors in such Advisory Account unless such investors have expressly entered into comparable arrangements.
Side Letters or Similar Arrangements
GSAM, subject to applicable law and GSAM policies, enters into confidential side letters or similar agreements or other arrangements with certain investors, without the approval or vote of any other investor, that amend, modify or supplement the economic, legal or other terms applicable to those investors. GSAM will consider many factors in deciding whether to grant investors in an Advisory Account customized terms via a confidential side letter or similar agreement or other arrangement, and investors receiving preferential terms may include: (a) investors that have made or have proposed to make relatively large commitments to the Advisory Account, (b) investors that provide leverage to the Advisory Account, (c) investors that have a multi- strategy, multi-asset class or multi-product investment program with GSAM, (d) investors that are subject to specific legal, tax or regulatory status or other requirements or policies applicable to them and (e) investors meeting other criteria GSAM considers reasonable in its discretion. These agreements involve, among other matters: (i) different economic arrangements based upon the size or timing of capital commitments; (ii) certain investors receiving customized information and reporting in addition to or more expeditiously than information and reporting received by investors generally; (iii) agreements to permit representatives of certain investors to serve on an investment advisory committee and to permit the investment advisory committee to hire external counsel and other advisors; (iv) rights to sell or transfer interests in the applicable Advisory Account (v) assistance reselling securities or other property distributed by such Advisory Account; (vi) provisions necessary to comply with particular tax, legal, regulatory, public policy or other considerations; (vii) excuse or exclusion rights applicable to particular investments or withdrawal rights from the investment vehicle (which may increase the percentage interest of other investors in, and contribution obligations of other investors with respect to, future investments, and reduce the overall size of the Advisory Account); (viii) the offering of or acknowledgement of interest in co-investment opportunities; (ix) waiver of certain confidentiality obligations and the right to disclose certain information to underlying investors, to the public or to regulators, (x) requirements in respect of distributions required to be returned by such investors in respect of the obligations of such Advisory Account, (xi) additional rights or terms provided to certain investors who provide leverage to an Advisory Account, modifications to the investor’s subscription agreement, (xii) different arrangements with respect to the indemnification obligations of investors, (xiii) waiver or modification of certain obligations relating to information and documentation that Advisory Account investors might be required to provide to third parties, including lenders, and (xiv) limits on the amounts required to be funded to cover shortfalls due to an excuse or a default of an investor.
Strategic Arrangements
GSAM enters into strategic relationships with existing investors in Advisory Accounts or third parties that afford such investors the opportunity to invest with GSAM across multiple Advisory Accounts and on favorable terms. Such strategic relationships, although intended to be complementary to certain Advisory Accounts, may require the Advisory Accounts to share investment opportunities or otherwise limit the amount of an investment opportunity the Advisory Accounts can otherwise take and adversely impact potential co-investment opportunities. Moreover, such relationships can be expected to present certain risks and conflicts of interest, and include terms that are more favorable than the terms given to the other investors in Advisory Accounts, such as the opportunity to invest in Advisory Accounts or specific investments on a reduced fee or no-fee basis, training opportunities, representation on a limited partner advisory committee, or an offer to participate in a Co-Investment Opportunity.
Valuation
GSAM, while generally not the primary valuation agent of Advisory Accounts, performs certain valuation services related to securities and assets held in Advisory Accounts. GSAM performs such valuation services in accordance with its valuation policies. GSAM may value an identical asset differently than another division or unit within Goldman Sachs values the asset, including because such other division or unit has information or uses valuation techniques and models that it does not share with, or that are different than those of, GSAM. This is particularly the case in respect of difficult- to-value assets. GSAM 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 (e.g., in connection with certain regulatory restrictions applicable to different Advisory Accounts). Differences in valuation may also exist because 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 GSAM that employ different valuation policies or procedures or otherwise. GSAM will face a conflict with respect to valuations generally because of their effect on GSAM’s fees and other compensation. In addition, to the extent GSAM utilizes third-party vendors to perform certain valuation functions, these vendors have interests and incentives that differ from those of the Advisory Accounts. With respect to Advisory Accounts that hold interests in Underlying Funds, GSAM ordinarily values such interests based upon valuations of underlying investments provided by the Advisers (i.e., GSAM is a “price taker”), and such Advisers have interests and incentives that differ from those of Advisory Accounts, including relating to the calculation of the Advisers’ fees.
Investment Opportunities Sourced by Goldman Sachs
and GSAM
Some or all Advisory Accounts may, from time to time, be offered investment opportunities that are made available through Goldman Sachs businesses outside of GSAM, including, for example, interests in real estate and other private investments. In this regard, a conflict of interest exists to the extent that Goldman Sachs controls or otherwise influences the terms and pricing of such investments and/or retains other benefits in connection therewith. Please see this Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Transactions— Goldman Sachs Acting in Multiple Commercial Capacities. Goldman Sachs businesses outside of GSAM are under no obligation or other duty to provide investment opportunities to Advisory Accounts, and generally are not expected to do so. Further, opportunities sourced within particular portfolio management teams within GSAM may not be allocated to Advisory Accounts managed by such teams or by other teams. Opportunities not allocated (or not fully allocated) to Advisory Accounts may be undertaken by Goldman Sachs (including GSAM), including for Goldman Sachs Accounts, or made available to other Accounts or third parties. See Item 6, Performance-Based Fees and Side-By-Side Management—Side-By-Side Management of Advisory Accounts; Allocation of Opportunities.
Financial Incentives in Selling and Managing Advisory
Accounts
Goldman Sachs and its personnel, including GSAM Personnel, receive benefits and earn fees and compensation for services provided to Advisory Accounts and in connection with its distribution of Affiliated Products. Any such fees and compensation is generally paid directly or indirectly out of the fees payable to GSAM in connection with the management of Advisory Accounts, and, in the case of certain Goldman Sachs personnel, include commissions or commission equivalents related to brokerage transactions effected by Goldman Sachs and its affiliates for Advisory Accounts. In certain cases, and as specified in the governing documents for a particular Advisory Account, such fees and compensation are paid out of Advisory Account investors’ subscription or commitment amounts. GSAM and GSAM Personnel have a financial incentive to allocate Advisory Account assets to Affiliated Products rather than to accounts or Underlying Funds managed by third parties. GSAM and GSAM Personnel have a financial incentive to recommend or select advisory products or investment strategies that will result in greater compensation and profit to GSAM and, indirectly, to GSAM Personnel. Moreover, if permitted by the terms and conditions of the applicable Advisory Account, a client may establish target ranges in respect of an Advisory Account’s allocation to Affiliated Products in consultation with GSAM. GSAM is incentivized for clients to select target ranges that will result in greater allocations to Affiliated Products that charge higher fees than other Affiliated Products. Please also refer to Item 6, Performance-Based Fees and Side-By-Side Management, and Item 10, Other Financial Industry Activities and Affiliations—Conflicts Relating to Relationships with Unaffiliated Advisers. In the case of non-discretionary Advisory Accounts, if the compensation that GSAM receives from a client in respect of such an Advisory Account is based on the amount of assets the client determines to allocate to investments recommended by GSAM, GSAM and GSAM Personnel are incentivized to promote any such investments. Further, GSAM and GSAM Personnel are incentivized to recommend a larger allocation to any such recommended investment than it otherwise would. In certain cases, GSAM may agree to perform diligence on, and advise a client whether or not to participate in, a potential investment opportunity for such client’s Advisory Account that is not otherwise made available to other Advisory Accounts or in which other Advisory Accounts do not otherwise participate. In such cases, GSAM is generally compensated only if the client actually invests in such potential investment, and the amount of such compensation may vary depending on the size of the client’s investment. In such cases, GSAM and GSAM Personnel will be incentivized to recommend such potential investment, and to recommend a larger allocation to such potential investment, than would otherwise have been the case.
Firm Policies, Regulatory Restrictions, and Certain
Other Factors Affecting Advisory Accounts
GSAM may restrict 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 GSAM or Goldman Sachs, Goldman Sachs’ roles in connection with other clients and in the capital markets (including in connection wit please register to get more info

BROKER-DEALER SELECTION
General
GSAM places orders for the execution of transactions for Advisory Accounts according to its best execution policies and procedures. Subject to any specific instructions that GSAM accepts from clients, GSAM 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; 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 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 the 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, GSAM 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. The reasonableness of commissions or commission equivalents for non-client-directed trade execution is evaluated by GSAM on an ongoing basis based on many factors, including the general level of compensation paid and, in certain cases, the nature and value of research and other services provided. GSAM executes transactions through GS&Co. or other affiliates in certain circumstances to the extent consistent with applicable law, with client instruction, and with its duty to seek best execution. When placing orders with any broker or counterparty, including its affiliates, GSAM 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, GSAM’s affiliate will generally charge the client a commission, mark-up, mark- down, or other commission equivalent. Advisers that are hired by GSAM on behalf of AIMS clients or Manager of Manager Accounts, or Advisory Accounts, or that manage the Underlying Funds in which AIMS Program Funds invest will have discretionary authority to execute transactions on behalf of clients consistent with best execution obligations. To the extent that transactions are effected through broker- dealers, those broker-dealers, including Goldman Sachs, 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 Goldman Sachs will be entitled to retain all such fees and other amounts and no advisory fees or other compensation will be reduced thereby.
Wrap Fee Programs
Where GSAM is retained as investment adviser under Wrap Programs sponsored by broker-dealers or other financial institutions, including GSAM’s affiliates, GSAM does not negotiate on the client’s behalf brokerage commissions for the execution of transactions in the client’s account that are executed by or through the Sponsor. These commissions are generally included in the “wrap” fee charged by the Sponsor, although certain execution costs are typically not included in this fee and are, in certain cases, charged to the client (including but not limited to dealer spreads, certain dealer mark-ups or mark-downs on principal trades, fees and other expenses related to transactions in depository receipts, including fees associated with foreign ordinary conversion, creation fees charged by third parties and foreign tax charges, auction fees, fees charged by exchanges on a per transaction basis, other charges mandated by law, and certain other execution costs). Also, where GSAM is retained as investment adviser under a Wrap Program, GSAM in certain cases has discretion to select broker-dealers to execute trades for the Wrap Program Advisory Accounts it manages. However, GSAM generally places such trades through the Sponsor because the wrap fee paid by each Wrap Program client typically only covers execution costs on trades executed through the Sponsor or its affiliates. In some cases, GSAM may determine that best execution may be sought through a broker-dealer other than the Sponsor, including potentially a Goldman Sachs affiliate. If GSAM selects a broker-dealer other than the Sponsor or its affiliates to effect a trade for a Wrap Program account, any execution costs charged by that other broker-dealer typically will be paid as an additional cost by the client’s account. GSAM generally does not monitor, evaluate or influence the nature and quality of the best execution and other services clients obtain from the Sponsors, its affiliates or other broker-dealers that execute trades for Wrap Program clients. To the extent that the Sponsor is an affiliate of GSAM, Goldman Sachs will benefit from increased order flow. For more information, see the brochure for the relevant Sponsor of the Wrap Program, Item 4, Advisory Business and this Item 12, Brokerage Practices—Aggregation of Orders, below.
Counterparty Credit Requirements
An Advisory Account will be required to establish business relationships with its counterparties based on its own credit standing. Goldman Sachs, including GSAM, will not have any obligation or other duty to allow its credit to be used in connection with an Advisory Account’s establishment of its business relationships, nor is it expected that an Advisory Account’s counterparties will rely on the credit of Goldman Sachs in evaluating the Advisory Account’s creditworthiness.
Broker-Dealer Selection Considerations Relating to the
Allocation of Assets to Underlying Funds or Advisers
If GSAM allocates assets to an Adviser through a separately managed account or similar structure, the Adviser will generally have the authority to select prime brokers and other trading counterparties, clearing members and service providers (including, subject to applicable law, affiliates of GSAM) through which to clear transactions, subject to a set of objective criteria established by GSAM. GSAM generally allows these Advisers to select executing brokers as long as the prime broker can accommodate and properly clear and report such transactions. Advisers generally are expected to seek best execution considering price, commissions and commission equivalents, other transaction costs, quality of brokerage services, financing arrangements, creditworthiness and financial stability, financial responsibility and strength and clearance and settlement capability. Subject to the Advisers’ best execution obligations, and to the extent permitted by applicable law and their internal policies, Advisers may select entities within Goldman Sachs to act as a broker or dealer with respect to the accounts of their clients.
RESEARCH AND OTHER SOFT DOLLAR
BENEFITS
GSAM often selects U.S. and non-U.S. broker-dealers (including GSAM’s affiliates) that furnish GSAM, Advisory Accounts, GSAM affiliates and personnel involved in decision-making for Advisory Accounts with proprietary or third-party brokerage and research services (collectively, “brokerage and research services”) that provide, in GSAM’s view, appropriate assistance to GSAM in the investment decision-making process. These brokerage and research services may be bundled with the trade execution, clearing, or settlement services provided by a particular broker-dealer and, subject to applicable law, GSAM may pay for such brokerage and research services with client commissions (or “soft dollars”). The types of brokerage and research services that GSAM acquired with client brokerage commissions within GSAM’s last fiscal year, which may vary among Registrants including as a result of applicable law, included: research reports on companies, industries, and securities (including proprietary research from affiliated and unaffiliated broker-dealers, as well as independent research providers); economic, market and financial data; access to broker-dealer analysts, corporate executives and industry experts; attendance at trade industry seminars and broker organized conferences; and services related to effecting securities transactions and functions incident thereto (such as clearance and settlement). When GSAM uses client commissions to obtain brokerage and research services, GSAM receives a benefit because GSAM does not have to produce or pay for the brokerage and research services itself. As a result, GSAM will have an incentive to select or recommend a broker-dealer based on GSAM’s interest in receiving the brokerage and research services from that broker-dealer, rather than solely on its clients’ interest in receiving the best price or commission. In addition, where GSAM uses client commissions to obtain proprietary research services from an affiliate, GSAM will have an incentive to allocate more “soft” or commission dollars to pay for those services. However, when selecting broker-dealers that provide brokerage and research services, including its affiliates, GSAM is obligated to determine in good faith that the “commissions” (as broadly defined by the SEC to include a mark-up, mark-down, commission equivalent or other fee in certain circumstances) to be paid to broker-dealers are reasonable in relation to the value of the brokerage and research services they provide to GSAM. The reasonableness of these commissions will be viewed in terms of the particular transactions or GSAM’s overall responsibilities to Advisory Accounts over which it exercises investment discretion, even though that broker- dealer itself, or another broker-dealer, might be willing to execute the transactions at a lower commission. Accordingly, transactions will not always be executed at the most favorable available price or commission and GSAM in certain cases causes clients to pay commissions higher than those charged by other broker-dealers as a result of the soft dollar benefits received by GSAM. GSAM’s evaluation of the brokerage and research services provided by a broker-dealer is in certain cases a significant factor in selecting a broker-dealer to effect transactions. For this purpose, GSAM has established a voting process in which certain portfolio management teams participate pursuant to which personnel rate broker-dealers that supply them with brokerage and research services. Subject to GSAM’s duty to seek best execution and applicable laws and regulations, GSAM allocates Advisory Account trading among broker-dealers in accordance with the outcome of the voting process. Arrangements under which GSAM receives brokerage and research services vary by product, strategy, account or applicable law in the jurisdictions in which GSAM conducts business. Subject to applicable law, GSAM participates in so-called “commission sharing arrangements” and “client commission arrangements” under which GSAM executes transactions through a broker-dealer, including an affiliate, and requests that the broker-dealer allocate a portion of the commissions or commission credits to another firm, including an affiliate, that provides research to GSAM. Participating in commission sharing and client commission arrangements may enable GSAM to consolidate payments for brokerage and research services through one or more channels using accumulated client commissions or credits from transactions executed through a particular broker-dealer to obtain brokerage and research services provided by other firms. Such arrangements also help to ensure the continued receipt of brokerage and research services while facilitating GSAM’s ability to seek best execution in the trading process. GSAM believes such arrangements are useful in its investment decision-making process by, among other things, ensuring access to a variety of high quality research, access to individual analysts and availability of resources that GSAM might not be provided access to absent such arrangements. Commission sharing and client commission arrangements may be subject to different legal requirements or restrictions in different jurisdictions. Generally, GSAM excludes from use under these arrangements those products and services that are not eligible under applicable regulatory interpretations, even where a portion would be eligible if accounted for separately. Advisory Accounts differ with regard to whether and to what extent they pay for research and brokerage services through commissions and, subject to applicable law, brokerage and research services may be used to service any or all Advisory Accounts throughout GSAM, including Advisory Accounts that do not pay commissions to the broker-dealer relating to the brokerage and research service arrangements. As a result, brokerage and research services (including soft dollar benefits) may disproportionately benefit some Advisory Accounts relative to other Advisory Accounts based on the relative amount of commissions paid by the Advisory Accounts and in particular those Advisory Accounts that do not pay for research and brokerage services or do so to a lesser extent, including in connection with the establishment of maximum budgets for research costs (and switching to execution-only pricing when maximums are met), as described below. For example, research that is paid for through one client’s commissions may not be used in managing that client’s account, but may be used in managing other Advisory Accounts within GSAM. In connection with these practices, subject to applicable law and GSAM’s policies and procedures, brokerage and research services obtained through commissions paid by a client or clients whose accounts are managed by a particular portfolio management team within GSAM are shared with, and used partially or exclusively by, other portfolio management personnel within GSAM, including portfolio management personnel of the same or a different Registrant, or portfolio management personnel of GSAM’s affiliates. Except as required by applicable law, GSAM does not attempt to allocate soft dollar benefits proportionately among clients or to track the benefits of brokerage and research services to the commissions associated with a particular Account or group of Accounts. In connection with receiving brokerage and research services from broker-dealers, GSAM may receive “mixed use” services where a portion of the service assists GSAM in its investment decision-making process and a portion is used for other purposes. Where a service has a mixed use, GSAM will make a reasonable allocation of its cost according to its use and will use client commissions to pay only for the portion of the product or service that assists GSAM in its investment decision-making process. GSAM has an incentive to underestimate the extent of any “mixed use” or allocate the costs to uses that assist GSAM in its investment decision-making process because GSAM may pay for such costs with client commissions rather than GSAM’s own resources. Although, as described above, GSAM may pay for such brokerage and research services with client commissions, there are instances or situations in which such practices are subject to restrictions under applicable law. The European Union’s Markets in Financial Instruments Directive II (“MiFID II”) restricts European Union domiciled investment advisers from receiving research and other materials that do not qualify as “acceptable minor non- monetary benefits” from broker-dealers unless the research or materials are paid for by the investment advisers from their own resources or from research payment accounts funded by and with the agreement of their clients. GSAMI is subject to MiFID II and pays for the research and other materials (other than “acceptable minor non-monetary benefits”) that GSAMI uses from GSAMI’s own resources to the extent required by MiFID II. GSAM is not directly subject to MiFID II but has agreed with GSAMI, with reference to Advisory Accounts delegated to GSAM by GSAMI, to implement certain controls and arrangements designed to secure, to GSAMI’s satisfaction in its oversight of GSAM’s delegate functions, substantively equivalent outcomes (i.e., equivalent to those outcomes which MiFID II is designed to achieve and to which GSAMI is directly subject). This consists primarily of the introduction of a process for establishing maximum budgets for research costs (and switching to execution-only pricing when maximums are met), enhancements to the process for valuing research inputs, and excluding the provision of research as a significant factor (taken as a whole) in order routing and/or the selection of brokers. While GSAM will seek to estimate its research costs in good faith and in accordance with its policies and procedures, the actual costs of such research may be higher or lower than estimated, and GSAM faces conflicts of interest in estimating such costs. In the context of Manager of Manager Accounts and the Underlying Funds in which AIMS Program Funds invest, the Advisers to the Underlying Funds and separately managed accounts may also engage in client commission sharing and similar arrangements and those arrangements may be broader and may raise conflicts other than those described above.
BROKERAGE FOR CLIENT REFERRALS
GSAM selects broker-dealers, including its affiliates, to provide prime brokerage services to certain Advisory Accounts. Conflicts arise when GSAM selects prime brokers. Prime brokerage firms often introduce prospective clients to GSAM, which creates incentives for or benefits to GSAM to select these prime brokerage firms. GSAM selects such firms only when consistent with obtaining appropriate services for Advisory Account clients.
DIRECTED BROKERAGE
General
GSAM generally has the discretionary authority to determine and direct execution of portfolio transactions for discretionary investments made by GSAM on an Advisory Account’s behalf without prior consultation with the Advisory Account on a transaction-by-transaction basis. Advisory Accounts may limit GSAM’s discretionary authority in terms of the selection of broker-dealers or other terms of brokerage arrangements. From time to time, Advisory Accounts may also retain GSAM on a non- discretionary basis, requiring that portfolio transactions, and their execution, be discussed in advance and executed at the Advisory Account’s direction. Advisory Accounts may, subject to agreement with GSAM and such limitations as may be imposed by GSAM, direct brokerage as part of their participation in a commission recapture program, or for other reasons. These arrangements may involve a client direction to GSAM to place transactions on behalf of an Advisory Account with a particular broker-dealer, including an affiliate of GSAM, or to use a specific execution venue or exchange. Advisory Account directions may be part of an arrangement between an Advisory Account and the relevant broker-dealer or as a result of Advisory Account preferences. GSAM only accepts an Advisory Account’s reasonable directed brokerage instructions (including for commission recapture arrangements) pursuant to appropriate written direction, including representations that may be requested from Advisory Accounts. In considering whether a request to direct brokerage for an Advisory Account can be accommodated, GSAM will consider any operational or other concerns regarding the designated broker-dealer. GSAM may, in its sole discretion, seek to accommodate an Advisory Account’s direction by arranging “step outs” to the client’s designated broker-dealers from an aggregate order on behalf of the directing Advisory Account and other Advisory Accounts. GSAM may agree to seek to accommodate direction requests only with respect to a limited percentage (or “target”) of certain Advisory Accounts’ overall trades. There can be no guarantee that any target will be achieved, and some directing Advisory Accounts may have a greater proportion of their targets achieved than others. GSAM reserves the right to decline directed brokerage instructions where it believes such trading direction could interfere with its fiduciary duties, or for other reasons, determined in GSAM’s sole discretion.
Certain Effects of Directed Brokerage on Directing
Advisory Accounts
Where an Advisory Account directs the use of a particular broker-dealer or restricts the use of certain broker-dealers, it is possible that GSAM may be unable to achieve most favorable execution of Advisory Account transactions, and the Advisory Account may be disadvantaged as a result of a less favorable execution price and/or higher commissions. GSAM does not typically evaluate or monitor the nature and/or quality of the services that directing Advisory Accounts receive through their directed arrangements. In addition, less favorable execution prices and/or higher commissions could result from the Advisory Account’s inability to participate in aggregate orders or other reasons. GSAM may effect transactions through an Advisory Account’s directed broker-dealer at the commission rates agreed to by the Advisory Account with the directed broker- dealer or at the directed broker-dealer’s standard rate if no specific rate has been negotiated. Such rates may be higher than the rate GSAM may have obtained if GSAM had full brokerage discretion. Advisory Accounts that direct brokerage may have execution of their orders delayed, since, in an effort to achieve orderly execution of transactions, execution of orders for Advisory Accounts that have directed GSAM to use particular broker-dealers may, in certain circumstances, be made after GSAM completes the execution of non- directed orders. This delay may negatively affect the price paid or received in the purchase or sale of securities, respectively, by an Advisory Account electing to direct brokerage. An Advisory Account might not be able to participate in certain investment opportunities because the Advisory Account’s directed broker-dealer may not have access to certain securities, such as new issues. For certain securities, it may be to an Advisory Account’s advantage to transact with the broker-dealer who is a market-maker in the security. In addition, not all broker-dealers have the systems or expertise to effectively process transactions that may be beneficial for an Advisory Account. Any of these factors could negatively impact an Advisory Account’s performance. GSAM may effect transactions for Advisory Accounts that direct brokerage or restrict the use of certain broker-dealers in so-called “dark pools” and other private trading venues or arrangements in which buyers and sellers do not reveal their identities. In such cases, GSAM will not have visibility into or control over the particular broker-dealers through which such transactions are effected, and such transactions may be effected with a broker-dealer other than the Advisory Account’s directed broker-dealer, with a broker-dealer that the Advisory Account has directed GSAM not to utilize. Such broker-dealers may be affiliated or unaffiliated with GSAM.
Certain Effects of Directed Brokerage on Non-Directing
Advisory Accounts
Directed brokerage may adversely affect the ability of GSAM to most efficiently manage client assets and execute trading strategies of non-directing Advisory Accounts. Trades with directed brokers do not provide “soft” dollar benefits, such as research, to GSAM and its Advisory Accounts as described above in this Item 12, Brokerage Practices—Research and Other Soft Dollar Benefits, so that Advisory Accounts directing brokerage will not bear the proportionate cost of such research but may nonetheless benefit from the research. Moreover, directed brokerage may reduce the ability of GSAM to negotiate volume discounts on brokerage and otherwise achieve benefits from larger trades.
AGGREGATION OF ORDERS
GSAM seeks to execute orders for its clients fairly and equitably over time. GSAM follows policies and procedures pursuant to which it may (but is not required to) combine or aggregate purchase or sale orders for the same security or other instrument for multiple Accounts (including Accounts in which Goldman Sachs or its personnel has an interest) (sometimes referred to as “bunching”), so that the orders can be executed at the same time and block trade treatment of any such orders can be elected when available. GSAM aggregates orders when GSAM considers doing so to be operationally feasible and appropriate and in the interests of its clients and may elect block trade treatment, when available. In addition, under certain circumstances orders for Advisory Accounts may be aggregated with orders for accounts that contain Goldman Sachs assets. These circumstances may include, without limitation, when developing products that demonstrate client-experience track records; when managing accounts in a commercially reasonable manner for clients (which may be affiliates but are engaging GSAM to act as an independent commercial money manager); or when aggregating will have a de minimis effect on the performance of client accounts (e.g., where the size of the account relative to the size of the market makes aggregation not material). In addition, order aggregation may effectively occur within an Advisory Account, such as a pooled investment vehicle, in which Goldman Sachs and other Accounts have an interest. The particular procedures followed may differ depending on the particular strategy or type of investment. When Advisory Account orders are aggregated, the orders will be placed with one or more broker-dealers or other counterparties for execution. When a bunched order or block trade is completely filled, or, if the order is only partially filled, at the end of the day, GSAM generally will allocate the securities or other instruments purchased or the proceeds of any sale pro rata among the participating Accounts, based on the Advisory Accounts’ relative size. Adjustments or changes may be made under certain circumstances, such as to avoid odd lots or small allocations or to satisfy account cash flows and guidelines. Please see Item 6 – Performance-Based Fees and Side-By-Side Management, Side-by-Side Management of Advisory Accounts; Allocation of Opportunities for additional information about GSAM’s investment allocation policies. If the order at a particular broker-dealer or other counterparty 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 restrictions under applicable law on the use of client commissions to pay for research services. Although it may do so in certain circumstances, GSAM does not always bunch or aggregate orders for different Advisory Accounts, elect block trade treatment or net buy and sell orders for the same Advisory Account, if portfolio management decisions relating to the orders are made by different portfolio management teams or if different portfolio management processes are used for different account types, if bunching, aggregating, electing block trade treatment or netting is not appropriate or practicable from GSAM’s operational or other perspectives or if doing so would not be appropriate in light of applicable regulatory considerations. For example, time zone differences, trading instructions, cash flows, separate trading desks or portfolio management processes, among other factors, may result in separate, non-aggregated, non-netted executions, with orders in the same instrument being entered for different Advisory Accounts at different times or, in the case of netting, buy and sell trades for the same instrument being entered for the same Advisory Account. Where GSAM’s services are provided to an Advisory Account through a Wrap Program, GSAM generally will not aggregate orders for those Advisory Accounts with orders for other Advisory Accounts or elect block treatment for those Advisory Accounts. However, orders for different Wrap Programs may be aggregated, or block treatment may be elected, to the extent that the programs utilize the same executing broker-dealer or other counterparty. GSAM 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. GSAM is under no obligation or other duty to aggregate or net for particular orders. Where orders for an Advisory Account are not aggregated with other orders, including Wrap Program Advisory Accounts and directed brokerage accounts, or not netted against orders for the Advisory Account or other Advisory Accounts, the Advisory Account 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. GSAM may aggregate orders of Advisory Accounts that are subject to MiFID II (“MiFID II Advisory Accounts”) with orders of Advisory Accounts not subject to MiFID II, including those that generate soft dollar commissions and those that restrict the use of soft dollars. All Advisory Accounts included in an aggregated order with MiFID II Advisory Accounts pay (or receive) the same average price for the security and the same execution costs (measured by rate). However, MiFID II Advisory Accounts included in an aggregated order may pay commissions at “execution-only” rates below the total commission rates paid by Advisory Accounts included in the aggregated order that are not subject to MiFID II. GSAM may sequence or rotate transactions using allocation policies to determine which type of account is to be traded in which order. Under this policy, each portfolio management team may determine the length of its trade rotation period and the sequencing schedule for different categories of clients within this period, provided that the trading periods and these sequencing schedules are designed to be reasonable. Within a given trading period, the sequencing schedule establishes when and how frequently a given client category will trade first in the order of rotation. GSAM may deviate from the predetermined sequencing schedule under certain circumstances, including, for example, where it is not practical for Wrap Program Advisory Accounts to participate in certain types of trades, when there are unusually long delays in a given Wrap Program Sponsor’s execution of a particular trade or when other unusual circumstances arise. In addition, a portfolio management team may provide instructions simultaneously regarding the placement of a trade in lieu of the predetermined sequencing schedule if the trade represents a relatively small proportion of the average daily trading volume of the particular security or other instrument.
ACCOUNT ERRORS AND ERROR RESOLUTION
GSAM 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 GSAM has committed an error. Pursuant to GSAM’s policies, an error is generally compensable from GSAM to a client when it is a mistake (whether an action or inaction) in which GSAM has, in GSAM’s reasonable view, deviated from the applicable standard of care in managing the client’s assets, subject to materiality and other considerations set forth below. Consistent with the applicable standard of care, GSAM’s policies and its investment management agreements generally do not require perfect implementation of investment management decisions, trading, processing or other functions performed by GSAM or its affiliates. Therefore, not all mistakes will be considered compensable to the client. Imperfections, including without limitation, imperfection in the implementation of investment decisions, quantitative strategies or methods (as applicable), financial modeling, trade execution, cash movements, portfolio rebalancing, processing instructions or facilitation of securities settlement, imperfection in processing corporate actions, or imperfection in the generation of cash or holdings reports resulting in trade decisions are generally not considered by GSAM to be violations of the applicable standards of care regardless of whether implemented through programs, models, tools or otherwise. As a result, imperfections, including, without limitation, incidents involving a mistaken amount or timing of an investment, or timing or direction of a trade (as applicable), may not constitute compensable errors. For example, GSAM investment professionals are typically expected to exercise discretion to generally effect the portfolio management team’s investment intent in the best interests of the client including, without limitation, with respect to the execution of trade requests or the implementation of quantitative strategies or methods (as applicable). Regardless of whether the portfolio management team specifies a fixed quantity of a particular security to be purchased or sold, or provides a date by which a trade is to be completed, instances in which an investment professional executes a trade that results in a portfolio position that is different from the exposure intended by the portfolio management team (whether specified on a trade ticket or not) will generally not be considered compensable errors unless the trade or transaction results in a portfolio position that violates investment guidelines of the client or is substantially inconsistent with the portfolio management team’s investment intent. Similarly, imperfections in the implementation of investment strategies, including quantitative strategies (e.g. coding errors), that do not result in material departures from the intent of the portfolio management team will generally not be considered compensable errors. In addition, in managing accounts, GSAM may establish non-public, formal or informal internal targets, guidelines or other parameters that may be used to manage risk, manage sub-advisers or otherwise guide decision-making, and a failure to adhere to such internal parameters will not be considered an error. A failure on GSAM’s part to recognize a client cash flow will generally not be considered a compensable error unless GSAM fails to recognize the cash flow within a reasonable period of time from the delivery date specified in the client’s notification to GSAM. The purchase of a security for which the client is ineligible under the issuer’s prospectus, offering documents or other issuer-related rules or documentation generally will not be considered a compensable error to the extent that the purchase does not also violate a client guideline, regardless of whether GSAM maintains or exits the position after becoming aware of the ineligibility. Mistakes may also occur in connection with other activities that may be undertaken by GSAM and its affiliates, such as net asset value calculation, transfer agent activities (i.e., processing subscriptions and redemptions), fund accounting, trade recording and settlement and other matters that are non-advisory in nature and may not be compensable unless they deviate from the applicable standards of care. Incidents resulting from the mistakes of third parties are generally not compensable from GSAM to a client. Incidents may result in gains as well as losses. In certain circumstances, GSAM may determine that the gains or losses associated with these incidents will be treated as being for a client’s account (i.e., clients will bear the loss or benefit from the gain). In other circumstances, however, GSAM may determine that it is appropriate to reallocate or remove gains or losses from the client’s account that are the result of an incident. GSAM 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 GSAM 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 a client’s investment program, whether a contractual guideline was violated, the nature and materiality of the relevant circumstances, and the materiality of any resulting losses. The determination by GSAM to treat (or not to treat) an incident as compensable, and any calculation of compensation in respect thereof for any one fund or account sponsored, managed or advised by GSAM may differ from the determination and calculation made by GSAM in respect of one or more other funds or accounts. When GSAM determines that compensation by GSAM is appropriate, the client will be compensated as determined in good faith by GSAM. GSAM 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, which may be calculated relative to comparable conforming investments, market factors and benchmarks and with reference to other factors GSAM considers relevant. Compensation generally will not include any amounts or measures that GSAM considers to be speculative or uncertain, including potential opportunity losses resulting from delayed investment or sale as a result of correcting an error or other forms of consequential or indirect losses. In calculating any reimbursement amount, GSAM generally will not consider tax implications for, or the tax status of, any affected client. GSAM expects that, subject to its discretion, losses will be netted with an account’s gains arising from a single incident or a series of related incidents (including, for the avoidance of doubt, incidents stemming from the same root cause) and will not exceed amounts in relation to an appropriate replacement investment, benchmark or other relevant product returns. Losses may also be capped at the value of the actual loss, particularly when the outcome of a differing investment would in GSAM’s view be speculative or uncertain or in light of reasonable equitable considerations. As a result, compensation is expected to be limited to the lesser of actual losses or losses in relation to comparable investments, benchmarks or other relevant factors. Furthermore, GSAM expects to follow a materiality policy with respect to client accounts. Therefore, in certain circumstances, mistakes that result in losses below a threshold will not be compensable. GSAM may also consider whether it is possible to adequately address a mistake through cancellation, correction, reallocation of losses and gains or other means. In general it is GSAM’s policy to notify clients of incidents corrected post-settlement that violate a client guideline and certain errors that result in a loss to the client and are otherwise compensable. Generally, GSAM will not notify clients of non-compensable incidents. In addition, separate account clients will not be notified of incidents if the resulting loss is less than $1,000. Investors in a pooled investment vehicle will generally not be notified of the occurrence of an incident or the resolution thereof. Additional information about resolution of and compensation for incidents is available upon request and may be set forth in the prospectuses or other relevant offering documents of GSAM-managed pooled investment vehicles. GSAM may at any time, in its sole discretion and without notice to investors, amend or supplement its policies with respect to account errors and error resolution. please register to get more info

GENERAL DESCRIPTION
Senior members of GSAM’s portfolio management teams periodically review Advisory Accounts. They conduct the review either individually or in a group, depending upon account needs and market conditions. Reviews of Advisory Accounts include a review of the Advisory Account’s performance, investment objectives, security positions and other investment opportunities, as well as portfolio guidelines and liquidity requirements, if applicable. Additional reviews may be undertaken at the discretion of GSAM. Compliance with investment guidelines for Advisory Accounts is generally judged at time of purchase of securities or other investments. However, from time to time, there may exist certain circumstances when compliance with applicable investment guidelines will be tested as of the next occurring post-trade compliance check conducted in a relevant jurisdiction of the Advisory Account (e.g., transactions executed in multiple time zones).
FACTORS TRIGGERING A REVIEW
In addition to periodic reviews, GSAM performs reviews of separately managed accounts as it deems appropriate or as otherwise required. Additional reviews may be undertaken for reasons including changes in market conditions, changes in security positions or changes in a client’s investment objective or policies.
CLIENT REPORTS
GSAM provides advisory clients who have separately managed accounts with written reports on a quarterly basis or as otherwise agreed to with the client, which may be available through client-dedicated web access. These reports generally include, among other things, a summary of all activity in the client account, including all purchases and sales of securities and any debits and credits to the account, a summary of holdings including a portfolio valuation, and the change in value of the account during the reporting period. Investors in GSAM-managed private pooled investment vehicles receive certain periodic reports, which may include written individualized capital information, annual reports, monthly net asset value statements, and annual audited financial statements and cash flow statements. please register to get more info

Compensation
COMPENSATION FOR CLIENT REFERRALS
General
From time to time, the Registrants may make cash payments for client referrals to affiliated and unaffiliated persons in accordance with applicable laws, including Rule 206(4)-3 under the Advisers Act, when applicable.
Intermediaries and Other Third Parties
Goldman Sachs or the Advisory Accounts have in the past made, and may in the future make, payments to authorized dealers and other financial intermediaries and to salespersons (collectively, “Intermediaries”) to promote the Advisory Accounts or other products. These payments may be made out of Goldman Sachs’ assets or amounts payable to Goldman Sachs. These payments create an incentive for an Intermediary to highlight, feature or recommend Advisory Accounts. Subject to applicable law and regulations, such payments may compensate Intermediaries for, among other things: marketing the Advisory Accounts and other products (which may consist of payments resulting in or relating to the inclusion of Advisory Accounts and other products on preferred or recommended fund lists or in certain sales programs sponsored by the Intermediaries); access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel of Goldman Sachs; fees for directing investors to the Advisory Accounts and other products; “finders fees” or “referral fees” or other fees for providing assistance in promoting the Advisory Accounts and other products (which may include promotions in communications with the Intermediaries’ customers, registered representatives and salespersons); various non-cash and cash incentive arrangements to promote certain products, as well as sponsor various educational programs, sales contests and/or promotions; travel expenses, meals, lodging and entertainment of Intermediaries and their salespersons and guests in connection with educational, sales and promotional programs; subaccounting, administrative and/or shareholder processing or other investor services that are in addition to the fees paid for these services by the Advisory Accounts or products; and other services intended to assist in the distribution and marketing of the Advisory Accounts and other products. These payments may differ by Intermediary and are negotiated based on a range of factors, including but not limited to, ability to attract and retain assets, target markets, customer relationships, quality of service and industry reputation. Goldman Sachs and its personnel, including employees of GSAM, have relationships with, and purchase, or distribute or sell, services or products from or to, distributors, consultants, and others who recommend Advisory Accounts, or who engage in transactions with or for Advisory Accounts. Consultants and such other parties may receive compensation from Goldman Sachs or Advisory Accounts in connection with such relationships. In accordance with internal policies and procedures, Goldman Sachs also pays certain fees for membership in industry- wide or state and municipal organizations and otherwise helps sponsor conferences and educational forums for investment industry participants from time to time including, but not limited to, trustees, fiduciaries, consultants, administrators, state and municipal personnel and other clients. Goldman Sachs’ membership in such organizations allows Goldman Sachs to participate in these conferences and educational forums and helps Goldman Sachs interact with conference participants and to develop an understanding of the points of view and challenges of the conference participants. GSAM may pay fees to third parties (e.g., service providers to potential clients, such as record-keepers or administrators) in exchange for the right to include information regarding Advisory Accounts and other products on portals or databases to which such potential clients will have access for purposes of considering potential investment alternatives. Personnel, including employees of GSAM, may have board, advisory, brokerage or other relationships with issuers, distributors, consultants and others that have (or have interests in) Advisory Accounts or that recommend Advisory Accounts or portfolio transactions for Advisory Accounts. As a result of these relationships and arrangements, consultants, distributors and other parties have conflicts associated with their promotion of Advisory Accounts or other dealings with Advisory Accounts that create incentives for them to promote Advisory Accounts or portfolio transactions. Goldman Sachs, including GSAM, and its personnel make charitable contributions to certain institutions, including those that have relationships with clients or personnel of clients, and certain personnel have board relationships with charitable institutions. In accordance with internal policies and procedures, personnel may also make political contributions to clients. The individuals and entities with which Goldman Sachs and its personnel have these relationships may have (or have an interest in) or recommend Advisory Accounts. please register to get more info

GSAM generally does not hold client assets. Client funds and securities are held by a qualified custodian appointed by clients pursuant to a separate custody agreement, or are held by the clients themselves. However, under the Advisers Act, GSAM is “deemed” to have custody of client assets under certain circumstances, including where clients maintain assets at a bank, broker-dealer, futures commission merchant or other qualified custodian affiliated with GSAM, where GSAM debits its fees directly from the Advisory Account, where the terms of an agreement between a client and a qualified custodian permit GSAM to instruct the custodian to disburse, or transfer, funds or securities, or in certain cases where GSAM purchases privately offered securities on behalf of the Advisory Account. GSAM does not endorse or guarantee the service (custody or other services) of any custodian or administrative servicer. The client is responsible for performing appropriate due diligence in selecting and entering into a separate agreement with such custodian or administrative servicer. Unless otherwise agreed with the client and except with respect to an Advisory Account that is a pooled investment vehicle and with respect to which GSAM is deemed to have custody of its funds and securities because GSAM (or an affiliate) serves as its general partner, managing member or similar capacity, GSAM is not responsible for the selection or ongoing monitoring of client custodians or administrative servicers. GSAM will not be responsible for any services of the custodian or administrative servicer or for the performance or nonperformance of any services provided pursuant to the custodian or services agreement. Clients will receive account statements directly from their custodian or trustee and should carefully review those statements. In addition, clients are urged to compare the account statements that they receive from their qualified custodian with any that they receive from GSAM. please register to get more info

GSAM accepts discretionary authority to manage securities accounts on behalf of clients. Clients for which GSAM has investment discretion are required to sign an investment advisory agreement that authorizes the applicable GSAM entity to supervise and direct the investment and reinvestment of assets in the Advisory Account, with discretion on the client’s behalf and at the client’s risk. GSAM’s discretionary authority is limited by the terms of its investment advisory agreements and the investment guidelines agreed between GSAM and each client. The investment guidelines or other account documents generally include any limitations a client may place on GSAM’s discretionary authority, including any reasonable restrictions on the securities and other financial instruments in which GSAM is authorized to invest. With respect to GSAM SV, the terms of Stable Value Contracts impose investment restrictions on GSAM SV’s management of separate accounts or commingled fund accounts and on Unaffiliated Advisers that are generally more restrictive than those imposed by clients or that would otherwise apply. These restrictions may limit the scope or types of investments that GSAM SV might otherwise include within an Advisory Account, and incentivize GSAM SV to manage Advisory Accounts under more conservative or restrictive investment guidelines so that such Advisory Accounts remain eligible for access to such Stable Value Contracts. For additional information about risks related to GSAM’s discretionary authority, please see Item 6, Performance- Based Fees and Side-By-Side Management and Appendix B—Information on Significant Strategy Risks. please register to get more info

PROXY VOTING POLICIES – AUTHORITY TO VOTE
General
For Advisory Accounts for which GSAM has voting discretion, GSAM has adopted policies and procedures (the “Proxy Voting Policy”) for the voting of proxies. Under the Proxy Voting Policy, GSAM’s guiding principles in performing proxy voting are to make decisions that favor proposals that in GSAM’s view maximize a company’s shareholder value and are not influenced by conflicts of interest. To implement these guiding principles for investments in publicly-traded equities, GSAM has developed customized proxy voting guidelines (the “Guidelines”) that it generally applies when voting on behalf of Advisory Accounts. The 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 Voting Policy, including the Guidelines, is reviewed periodically to ensure it continues to be consistent with GSAM’s guiding principles. GSAM has retained a third-party proxy voting service (the “Proxy Service”) to assist in the implementation of certain proxy voting-related functions, including, without limitation, operational, recordkeeping and reporting services. The Proxy Service also prepares a written analysis and recommendation (a “Recommendation”) for each proxy vote that reflects the Proxy Service’s application of the Guidelines to particular proxy issues. For the avoidance of doubt, when providing the proxy voting services to GSAM described above, the Proxy Service will use the Guidelines adopted by GSAM and will not use its own guidelines. While it is GSAM’s policy generally to follow the Guidelines and Recommendations from the Proxy Service, GSAM’s portfolio management teams may on certain proxy votes seek approval to diverge from the Guidelines or a Recommendation by following a process that seeks to ensure that override decisions are not influenced by any conflict of interest. As a result of the override process, different portfolio management teams may vote differently for particular votes for the same company. From time to time, GSAM’s ability to vote proxies may be affected by regulatory requirements and compliance, legal or logistical considerations. As a result, GSAM, from time to time, may determine that it is not practicable or desirable to vote proxies. GSAM may have voting discretion with respect to Advisory Accounts that own securities issued by Goldman Sachs, its affiliates or pooled investment vehicles managed by GSAM or its affiliates. In circumstances in which GSAM has discretion to vote proxies with respect to such securities, GSAM will generally instruct that such proxies be voted in the same proportion as other proxies are voted with respect to a proposal, subject to applicable legal and regulatory requirements. Determinations by GSAM as to whether and how to vote proxies with respect to securities issued by Goldman Sachs, its affiliates or pooled investment vehicles managed by GSAM or its affiliates creates a conflict between the interests of Goldman Sachs and GSAM, on the one hand, and Advisory Accounts, on the other hand. GSAM has implemented processes designed to prevent conflicts of interest from influencing proxy voting decisions that GSAM makes on behalf of advisory clients, including the Advisory Accounts, and to help ensure that such decisions are made in accordance with GSAM’s fiduciary obligations to its clients. These processes include information barriers as well as the use of GSAM’s Guidelines, Recommendations from the Proxy Service, and the override approval process previously discussed. Notwithstanding such proxy voting processes, proxy voting decisions made by GSAM in respect of securities held by a particular Advisory Account may benefit the interests of Goldman Sachs and/or Accounts other than the Advisory Account, provided that GSAM believes such voting decisions to be in accordance with its fiduciary obligations. When GSAM engages Advisers to manage the assets of Advisory Accounts pursuant to a discretionary investment advisory agreement, such Advisers generally will be responsible for taking all action with respect to the underlying securities held in the applicable Advisory Account. In addition, when GSAM invests the assets of Advisory Accounts, including AIMS Program Funds, in Underlying Funds that are hedge funds, GSAM generally has no ability to take any action with respect to the securities held in the Underlying Funds. However, GSAM may be responsible for voting with respect to the interests in such Underlying Funds. GSAM has adopted separate policies and procedures for the voting of such proxies, and a copy of such policies and procedures will be provided to Advisory Account clients upon request.
Client Directed Votes
GSAM clients who have delegated voting responsibility to GSAM with respect to their Advisory Account may from time to time contact their client representative if they would like to direct GSAM to vote in a particular solicitation. GSAM will use its commercially reasonable efforts to vote according to the client’s request in these circumstances, but cannot provide assurances that such voting requests will be implemented. Clients can obtain information regarding how securities were voted by a particular Advisory Account by calling their Goldman Sachs representative. GSAM’s Proxy Voting Policy is available upon request.
PROXY VOTING POLICIES – NO AUTHORITY
GSAM is not delegated proxy voting authority on behalf of all of its Advisory Accounts. With respect to those Advisory Accounts for which GSAM does not conduct proxy voting, clients should work with their custodians to ensure they receive their proxies and other solicitations for securities held in their Advisory Account. Such clients may contact their GSAM client service representative if they have a question on particular proxy voting matters or solicitations.
CLASS ACTIONS AND SIMILAR MATTERS
With respect to shareholder class action litigation and similar matters, GSAM’s separate 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. GSAM generally will not make any filings in connection with any shareholder class action lawsuits and similar matters (including against Goldman Sachs or its affiliates) involving securities held or that were held in separate accounts for clients, and will not be required to notify custodians or clients of shareholder class action lawsuits and similar matters. GSAM will not be responsible for any failure to make such filings or, if it determines to make such filings in its sole discretion, to make such filings in a timely manner. please register to get more info

This item is not applicable.
Glossary
As used in this Brochure, these terms have the following meanings. “1933 Act” means the U.S. Securities Act of 1933, as amended. “Accounts” means Goldman Sachs’ own accounts, accounts in which personnel of Goldman Sachs have an interest, accounts of Goldman Sachs’ clients and pooled investment vehicles that Goldman Sachs sponsors, manages or advises. For the avoidance of doubt, the term “Accounts” includes Advisory Accounts. “Advisers” means Affiliated Advisers and Unaffiliated Advisers. “Advisers Act” means the Investment Advisers Act of 1940, as amended. “Advisory Accounts” means separately managed accounts (or separate accounts) and pooled investment vehicles such as mutual funds, collective trusts and private investment funds that are sponsored, managed or advised by GSAM. “Affiliated Advisers” means investment advisers that are affiliated with Goldman Sachs. “Affiliated Products” means investment products, including separately managed accounts and pooled vehicles, managed, sponsored or advised by GSAM or Goldman Sachs. “AIMS” means Alternative Investments and Manager Selection. “AIMS Program Funds” means investment vehicles managed by AIMS that invest substantially all of their assets in Underlying Funds managed by Unaffiliated Advisers. “Alternative Investments” means intermediate investment vehicles (for example, feeder funds) formed or managed by GSAM or an affiliate. “Aptitude” means Aptitude Investment Management LP. “Ayco” means The Ayco Company, L.P. “BHCA” means the Bank Holding Company Act of 1956, as amended. “Brochure” means Registrants’ Form ADV, Part 2A. “CBOs” means collateralized bond obligations. “CFIUS” means the Committee on Foreign Investment in the United States. “CFTC” means the Commodity Futures Trading Commission. “CLOs” means collateralized loan obligations. “CoCos” means contingent convertible securities. “Code” means the Registrants’ Code of Ethics. “Co-Investment Advisers” means Advisers to which HFS has allocated Advisory Account assets or by other Advisers or other persons with whom HFS or its affiliates have a relationship. “Co-Investment Opportunity” means the opportunity to invest alongside funds or other Advisory Accounts with respect to one or more investments. “CPO” means commodity pool operator. “CTA” means commodity trading advisor. “Dodd-Frank Act” means the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended. “ECN/Trading Venue” means centralized exchanges and trading platforms, electronic communication networks, alternative trading systems and other similar execution or trading systems or venues. “EEA” means the European Economic Area. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ESG” means environmental, social and governance- oriented investing. “ETF” means exchange-traded fund. “ETN” means exchange-traded notes, which are senior, unsecured, unsubordinated debt securities issued by a sponsoring financial institution. “Exon-Florio Amendment” means The Exon-Florio Amendment to the U.S. Defense Production Act of 1950. “External Hedge Funds” means hedge funds advised by Unaffiliated Advisers. “External Products” means investment products, including separately managed accounts and pooled vehicles, managed, sponsored or advised by Unaffiliated Advisers. “Fannie Mae” means the Federal National Mortgage Association. “FCA” means the United Kingdom Financial Conduct Authority. “Federal Reserve” means the Board of Governors of the Federal Reserve System. “FHFA” means the Federal Housing Finance Administration. “forward commitment” means a contract to purchase or sell securities for a fixed price at a future date beyond customary settlement time. “Freddie Mac” means the Federal Home Loan Mortgage Corporation. “GDPR” means General Data Protection Regulation. “GIC” means guaranteed investment contracts. “Goldman Sachs” means, collectively, GSAM Holdings LLC, GS Group, GSAM, GS&Co. and their respective affiliates, directors, partners, trustees, managers, members, officers and employees. “GPS” means Global Portfolio Solutions. “GPS Program Funds” means pooled investment vehicles formed and managed by the GPS team, including vehicles formed primarily for investment by other Advisory Accounts of GPS, and pooled investment vehicles formed and managed by others, including affiliates. “GS Fund of Funds” means an Affiliated Product that pursues its investment objectives by allocating assets, directly or indirectly, to External Products. “GS Group” means The Goldman Sachs Group, Inc. “GS&Co.” means Goldman Sachs & Co. LLC. “GSAM” means the Goldman Sachs Asset Management business of Goldman Sachs, which today is comprised of GSAMLP, GSAMI, GSIS, HFS, GSAM SV, GSAMC, GSAMHK, GSAMS, Aptitude, Rocaton, GSAMSP, and various locally regulated affiliates around the world. “GSAMC” means Goldman Sachs Asset Management Co. Ltd. “GSAMHK” means Goldman Sachs Asset Management (Hong Kong) Limited. “GSAMI” means Goldman Sachs Asset Management International. “GSAMIH” means Goldman Sachs Asset Management International Holdings LLC. “GSAMLP” means Goldman Sachs Asset Management, L.P. “GSAMS” means Goldman Sachs Asset Management (Singapore) Pte. Ltd. “GSAM Approved Manager List” means a list of approved Unaffiliated Advisers maintained by GSAM. “GSAM ETFs” means the exchange-traded funds for which GSAM or its affiliates act as investment adviser. “GSAM Personnel” means the personnel of the various entities comprising GSAM. “GSAM Strategies” means investment and trading strategies developed by GSAM or its affiliates or co- developed by GSAM or its affiliates and a third party. “GSAM SV” means GSAM Stable Value, LLC (formerly known as Dwight Asset Management Company LLC). “GSI” means Goldman Sachs International. “GSIS” means GS Investment Strategies, LLC. “GSS” means Goldman Sachs Securities Services. “GSTC” means The Goldman Sachs Trust Company, N.A. “GSTD” means The Goldman Sachs Trust Company of Delaware. “Guidelines” means customized proxy voting guidelines that GSAM has developed. “HFS” means Goldman Sachs Hedge Fund Strategies LLC. “HFS Proxy Voting Policy” means the policies and procedures adopted by HFS for the voting of proxies on behalf of HFS Advisory Account clients for which HFS has voting discretion. “IBOR” means an interbank offered rate. “Index” means stock market and other indexes developed, owned and operated by GSAM and its affiliates. “Intermediaries” means, collectively, authorized dealers and other financial intermediaries and salespersons. “IPO/New Issue” means an initial public offering or new issue. “IPS” means Inflation Protected Securities. “LIBOR” means the London Inter-bank Offered Rate. “Manager of Manager Accounts” means pooled investment vehicles and separately managed accounts managed by GSAM and/or its affiliates and sub-advised by Unaffiliated Advisers selected by AIMS. “MiFID II” means the Second Markets in Financial Instruments Directive. “MLPs” means master limited partnerships. “Model Portfolio Accounts” means accounts managed by Model Portfolio Advisers, including PWM, based on model portfolios provided by GSAM. “Model Portfolio Advisers” means affiliated and unaffiliated investment advisers to which GSAM provides model portfolios. “Non-Discretionary Co-investors” means certain non- discretionary Advisory Accounts or other potential investors, including funds organized for the purpose of investing in the specific transaction. “OTC” means over-the-counter markets. “Participating Affiliates” means GSAM’s non-U.S. affiliated advisers that may provide advice or research to GSAM for use with GSAM’s U.S. clients. “Participations” means participation interests. “PIPEs” means private investments in public equities. “Profits Interests” means rights to share in Advisers’ management fees and/or performance-based compensation and/or other special rights that Seeding Funds may receive in exchange for allocating assets to “start-up” Advisers. “Proxy Service” means a third-party proxy voting service, currently Institutional Shareholder Services, a unit of RiskMetrics Group. “Proxy Voting Policy” means GSAM’s policies and procedures for the voting of proxies on behalf of Advisory Accounts for which GSAM has voting discretion. “PWM” means the Private Wealth Management unit of GS&Co. “QDIA” means the Qualified Default Investment Alternative. “QIS” means Quantitative Investment Strategies. “Recommendation” means a written analysis and recommendation of a proxy vote that reflects the Proxy Service’s application of the Guidelines to the particular proxy issues. “REIT” means real estate investment trust. “Registrants” means GSAMLP, HFS, GSIS, GSAM SV, GSAMI, GSAMC, GSAMHK, GSAMS, Aptitude, Rocaton and GSAMSP. “Rocaton” means Rocaton Investment Advisors, LLC. “SEC” means the Securities and Exchange Commission. “Seeding Funds” means AIMS Program Funds that allocate assets primarily to “start-up” Advisers that have limited or no independent track records, as well as certain other Advisers that are seeking seed or similar investments, in each case generally in exchange for Profits Interests. “Selling Institution” means a selling institution. “GSAMSP” means GSAM Strategist Portfolios, LLC (formerly known as Standard & Poor’s Investment Advisory Services LLC). “Sponsors” means broker-dealers, including affiliates of GSAM that sponsor Wrap Programs. “Stable Value Contracts” means, for retirement plans and other Advisory Accounts that have a “stable value” or similar investment objective, providers of wrap, separate account or other benefit responsive agreements. “STIF” means Short-Term Investment Fund. “Tactical Tilts” means tactical investment ideas generally derived from short-term market views. “Technology Companies” means technology-enabled companies (i.e., companies whose business models are enabled by technology). “Third-Party Management Companies” means alternative investments advisers and their affiliates in which Advisory Accounts may acquire minority stakes. “TIPS” means Treasury Inflation-Protected Securities. “Unaffiliated Advisers” means investment advisers that are unaffiliated with Goldman Sachs. For purposes of this Brochure, “Unaffiliated Advisers” include (i) investment advisers that are not controlled by Goldman Sachs, but in which certain Advisory Accounts hold equity, profits or other interests and (ii) investment advisers with which Goldman Sachs has business relationships. “Underlying Funds” means investment funds (including pooled investment vehicles and private funds) in which one or more Advisory Accounts invest. “Volcker Rule” means the Volcker rule contained within the Dodd-Frank Act, as amended. “when-issued securities” means securities that have been authorized, but not yet issued. “Wrap Programs” means programs sponsored by certain broker-dealers through which GSAM provides investment advisory services and where a client pays a single, all- inclusive (or “wrap”) asset based fee charged by the Sponsor for asset management, trade execution, custody, performance monitoring and reporting through the Sponsor.

Appendix A – Fee Schedules
GSAMLP STANDARD FEE SCHEDULE – PWM
SEPARATELY MANAGED ACCOUNTS
GSAMLP’s affiliate, GS&Co., provides investment advisory services through its Private Wealth Management (“PWM”) unit. Private Wealth Advisors will from time to time recommend or, where GS&Co. has discretionary authority to appoint managers, select GSAMLP to manage all or a portion of a client’s assets. Private Wealth Advisors will provide on-going client services with respect to assets of PWM clients managed by GSAMLP and will receive a portion of the fee charged by GSAMLP.

Absent special circumstances, the advisory fees associated with the first asset tiers ($0-10mm) set forth in the below schedules represent the maximum advisory fees that may currently be charged for Advisory Accounts within the indicated asset classes, irrespective of current asset balances. Please note that certain clients may be subject to minimum annual fees. Additionally, certain employees of the firm or an affiliate may receive advisory services at lower rates or on a fee free basis and may be able to invest at lower minimums than clients currently invest.
Index Oriented – Tax Advantaged Core Strategies
$0-10 million 1.650% $10-25 million 1.050% $25-50 million 0.950% $50-100 million 0.850% $100-250 million 0.800% $250-500 million 0.750% More than $500 million 0.700%
Active Core Equity, MLP1
$0-10 million 1.750% $10-25 million 1.150% $25-50 million 1.050% $50-100 million 0.950% $100-250 million 0.900% $250-500 million 0.850% More than $500 million 0.800%
Active Satellite, Real Estate
$0-10 million 1.900% $10-25 million 1.300% $25-50 million 1.200% $50-100 million 1.100% $100-250 million 1.050% $250-500 million 1.000% More than $500 million 0.950%
All/SMid
$0-10 million 2.175% $10-25 million 1.600% $25-50 million 1.500% $50-100 million 1.400% $100-250 million 1.350% $250-500 million 1.300% More than $500 million 1.250%
Energy and Infrastructure
$0-10 million 2.050% $10-25 million 1.500% $25-50 million 1.400% $50-100 million 1.300% $100-250 million 1.250% $250-500 million 1.200% More than $500 million 1.150%

1 Some GSAM MLP strategy accounts are priced according to the Active Core fee schedule as a result of grandfathered pricing or
Dynamic Equity
$0-10 million 2.400% $10-25 million 1.650% $25-50 million 1.550% $50-100 million 1.450% $100-250 million 1.400% $250-500 million 1.350% More than $500 million 1.300%
Fixed Income
$0-10 million 0.750% $10-25 million 0.550% $25-50 million 0.500% $50-100 million 0.450% $100-250 million 0.400% $250-500 million 0.350% More than $500 million 0.300%
Short Duration Fixed Income
$0-10 million 0.500% $10-25 million 0.450% $25-50 million 0.450% $50-100 million 0.400% $100-250 million 0.350% $250-500 million 0.300% More than $500 million 0.300%
High Yield and Dynamic Fixed Income
$0-10 million 0.950% $10-25 million 0.950% $25-50 million 0.950% $50-100 million 0.950% $100-250 million 0.950% $250-500 million 0.950% More than $500 million 0.950% exceptional circumstances. Generally, these accounts would be priced according to the Energy and Infrastructure fee schedule.
Global Portfolio Solutions Fees
GSAMLP does not maintain a standard fee schedule for GPS Advisory Accounts. Actual fees are individually negotiated and may vary depending on a number of factors, including the size of the portfolios, the portfolio’s asset allocation, additional services or differing levels of servicing or as otherwise agreed with the client.


Model Portfolio Adviser Service Fees
GSAMLP does not maintain a standard fee schedule for services to Model Portfolio Advisers. Actual fees are individually negotiated and vary due to the particular circumstances of the Model Portfolio Adviser, additional or differing levels of servicing or as otherwise agreed with the specific Model Portfolio Adviser.
Appendix B – Information on Significant
Strategy Risks
INTRODUCTION
General
The following provides information on risks associated with certain types of securities and investment techniques that may be used by Advisory Accounts as discussed in Item 8, Methods of Analysis, Investment Strategies and Risk of Loss. It also discusses general risks associated with investing through an Advisory Account. Although risks have been grouped into categories based on type of security or technique, it is possible risks within a particular category will apply to securities and techniques in other categories. The types of risks to which an Advisory Account is subject, and the degree to which any particular risks impact an Advisory Account, may change over time depending on various factors, including the investment strategies, investment techniques and asset classes utilized by the Advisory Account, the timing of the Advisory Account’s investments, prevailing market and economic conditions, and the occurrence of adverse social, political, regulatory or other developments. Additional information is available upon request. Investors in GSAM’s pooled investment vehicles (including, for the avoidance of doubt, HFS- managed AIMS Program Funds) should review the prospectuses, offering memoranda and constituent documents for additional information relating to the risk associated with investments in those pooled investment vehicles. See also Item 10, Other Financial Industry Activities and Affiliates and Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for additional information about risks associated with certain conflicts faced by Goldman Sachs and GSAM.
GENERAL RISKS
 Adverse Effect of Current Economic Conditions— Advisory Accounts may be adversely affected by the recent and continuing deterioration and uncertainty of financial markets and economic conditions throughout the world, the severity and duration of which cannot be forecast and which magnify certain of the risks described herein. Current market conditions have resulted in volatility and illiquidity in the equity, debt and global credit markets generally, and may result in investments being disposed of at a loss. In addition, certain positions have become less liquid, more difficult to value and thus harder to trade out of. The duration and ultimate effect of current market conditions cannot be forecast, nor is it known whether or the degree to which such conditions may worsen; however, the continuation or further deterioration of current market conditions and continued uncertainty regarding economic markets generally could result in further declines in the market values of potential investments or declines in the market value of subsequently purchased investments. Such declines could lead to weakened investment opportunities for Advisory Accounts and could prevent Advisory Accounts from successfully meeting their investment objectives or could require Advisory Accounts to trade out of investments at a loss while such unfavorable market conditions prevail. Further, the credit markets remain extremely volatile and the availability of, and commercially reasonable terms associated with, indebtedness has become increasingly difficult to ascertain. Global rates of growth or economic conditions that are weak pose risks of systematic defaults by issuers or portfolio companies, market volatility, inflationary or exchange-rate pressures, geopolitical disturbances, or negative market performance of equity securities, all of which could adversely affect Advisory Account returns. The occurrence of, among other events, natural or man- made disasters, severe weather or geological event events, fires, floods, earthquakes, outbreaks of disease (including severe acute respiratory syndrome, avian flu, H1N1/09 flu and most recently, COVID-19), epidemic, pandemic, malicious acts, cyber-attacks, terrorist acts or the occurrence of climate change, may also adversely impact the performance of Advisory Accounts. Such events may result in, among other things, closing borders, exchange closures, health screenings, healthcare service delays, quarantines, cancellations, supply chain disruptions, lower consumer demand, market volatility and general uncertainty. Such events could adversely impact issuers, markets and economies over the short- and long-term, including in ways that cannot necessarily be foreseen. See “—Public Health Risk”. 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 materially adverse consequences on the Advisory Accounts’ investments. Restrictions on or rising costs of global free trade may require portfolio companies to relocate some of their activities, such as manufacturing, which could entail significant costs and could have an adverse effect on investments in certain Advisory Accounts. 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 GSAM from implementing certain investment strategies or from managing the risk of an Advisory Account’s outstanding positions. GSAM may or may not take action on behalf of an Advisory Account in anticipation of government action or intervention, which may adversely affect the Advisory Account’s returns.  Advisory Account Consent Requirements—Goldman Sachs acts as an underwriter, placement agent, originator, and/or arranger in various markets and for various asset classes and instruments. Advisory Accounts may have the opportunity to invest in transactions in which Goldman Sachs acts in one or more of these roles, in connection with which Goldman Sachs may be a principal opposite Advisory Accounts or with respect to which Goldman Sachs may receive a fee or other compensation. The consummation of any such transaction or the payment of any such fee may require the consent of the client or other independent party pursuant to applicable law and the guidelines or governing documents applicable to such Advisory Accounts. In such cases, the Advisory Account would only have the ability to make the investments if GSAM receives the required consent. GSAM may determine not to seek such consent due to timing, logistical or other considerations, in which event the Advisory Account will not have the opportunity to make the investments.  Allocation of Advisory Account Assets to Underlying Funds and Advisers—In cases in which Advisory Account assets are allocated to Underlying Funds and Advisers, the risks associated with certain types of securities and investment strategies described in this Appendix B—Information on Significant Strategy Risks—General Risks apply. Additional information about risks associated with the activities of Underlying Funds and Advisers is available in Appendix B— Information on Significant Strategy Risks—Risks That Apply Primarily to Investments in Underlying Funds and with Respect to Advisers, as well as the prospectuses, offering memoranda and constituent documents of the Underlying Funds.  An Advisory Account’s Investment Flexibility May Be Constrained by Confidentiality Concerns—In the course of its investment processes, an Advisory Account may be required to enter into confidentiality agreements with current or potential portfolio companies that would prohibit such Advisory Account (or its investors) from publicly disclosing sensitive information relating to these portfolio companies. These arrangements could result in liabilities for such Advisory Account, in particular if an investor in such Advisory Account that is required or compelled to publicly release information regarding its investments, such as pursuant to the U.S. Freedom of Information Act, as amended, or other similar state or local disclosure laws or regulations applicable to such investor, publicly discloses this information in response to an information request or otherwise. Such Advisory Account may choose, but is not required, to decline these investment opportunities in order to avoid the risk of exposure to such liability. As a result, such Advisory Account’s investment flexibility may be constrained by these concerns, which may affect GSAM’s ability to broaden its investment portfolio, which in turn may adversely impact the aggregate returns realized by such Advisory Account as a result of the unfavorable performance of a small number of investments.  Bankruptcy—An Advisory Account may lose its entire investment or may be required to accept cash or other assets with a value less than its original investment if a company that is expected to be stable deteriorates and becomes involved in a bankruptcy or other reorganization or liquidation proceeding. Such proceedings are often lengthy and difficult to predict and could result in the loss of a company’s market position and key personnel. The bankruptcy courts have extensive power and, under some circumstances, may alter contractual obligations of a bankrupt company. Stockholders, creditors and other interested parties are all entitled to participate in bankruptcy proceedings and will attempt to influence the outcome for their own benefit. In addition, certain claims, such as for taxes, may have priority by law over the claims of other interested parties, including the Advisory Accounts. An Advisory Account may seek representation on a creditors’ committee. As a member of a creditors’ committee, an Advisory Account may owe certain obligations generally to all similarly situated creditors that the committee represents and may be subject to various trading or confidentiality restrictions. In addition, many events in a bankruptcy are the product of contested matters and adversary proceedings that are beyond the control of Advisory Accounts. In addition, investments by Advisory Accounts in properties operating in workout modes or under Chapter 11 of the U.S. Bankruptcy Code (or similar laws in other jurisdictions) are, in certain circumstances, subject to certain additional liabilities that may exceed the value of an Advisory Account’s original investment. For example, under certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to an Advisory Account and distributions by an Advisory Account to its investors may be reclaimed if any such payment is later determined to have been a fraudulent conveyance or a preferential payment.  Board Participation and/or Creditors Committee—In connection with certain investments, Goldman Sachs (including GSAM) or its personnel at times have representation on boards of directors and/or official and unofficial creditors’ committees of Advisory Accounts’ portfolio companies. While this representation may enable GSAM to enhance the value of Advisory Account investments, it may also prevent an Advisory Account from disposing of its investments in a timely and profitable manner. If representation on a board and/or a creditors committee causes an Advisory Account and/or Goldman Sachs (including GSAM) to be deemed an affiliate or related party of the portfolio company, the securities of the portfolio company held by an Advisory Account may become restricted securities, which are not freely tradable. Board representation and/or participation on a creditors committee may also subject an Advisory Account to additional liability to which it would not otherwise be subject as an ordinary course, third party investor. As described in Item 5, Fees and Compensation— Compensation for Advisory Services—Fees for Services to Portfolio Companies, consultants who serve as representatives of Goldman Sachs (including GSAM) on portfolio company boards typically receive cash fees and/or stock of the portfolio company as compensation for board service. The consultants who receive such stock generally will be able to determine the timing of the stock’s disposition, which creates in certain circumstances a conflict of interest between such consultants, on the one hand, and the Advisory Accounts, on the other hand. Additionally, although the interests of an Advisory Account as a shareholder in a portfolio company will generally align with the interests of shareholders more broadly, it is possible that, where GSAM obtains representation on the board of a portfolio company, GSAM’s fiduciary duties to the portfolio company and its shareholders as result of the foregoing may conflict with the interests of the Advisory Account. For example, it may be inconsistent with a director’s fiduciary duties to share information he/she receives regarding the relevant portfolio company with other Advisory Accounts even though that information would be beneficial to those Advisory Accounts, and as described in Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading— Firm Policies, Regulatory Restrictions, and Certain Other Factors Affecting Advisory Accounts, there may be certain rights or activities that GSAM will not exercise or undertake on behalf of Advisory Accounts.  Cash Management Risks—To the extent GSAM has the authority to manage cash for an Advisory Account for various reasons, including for temporary or defensive positions or to meet the liquidity needs of such Advisory Account, GSAM may, at certain times and subject to the investment guidelines for such Advisory Account, invest some of its assets temporarily in money market funds or other similar types of investments. During any period in which its assets are not substantially invested in accordance with its principal investment strategies, an Advisory Account may be prevented from achieving its investment objective, which may adversely affect that Advisory Account’s performance. Advisory Accounts with a stable value objective typically retain a certain portion of their assets in a “liquidity buffer,” consisting of a cash commingled vehicle chosen by the client, which is available to manage daily plan liquidity needs and the frequency of Stable Value Contract withdrawals and deposits. The level at which cash is maintained is a function of a number of factors, including client investment guidelines, a plan’s liability and risk profile, anticipated liquidity needs, anticipated plan or plan sponsor events and Stable Value Contract terms. Advisory Accounts will also have cash exposure indirectly through Advisers or Underlying Funds. Depending on relative levels of interest rates, an Advisory Account’s cash position may reduce the return that would otherwise be achieved by the Advisory Account than if the Advisory Account had a greater percentage of assets invested in longer duration investments.  Changes to Investment Program; Additional Investment Strategies—GSAM may, from time to time in its sole discretion, subject to the terms of the Advisory Account documentation, utilize additional investment strategies and sub-strategies and/or remove, substitute or modify its investment strategies and sub-strategies or any of the types of investments it is then utilizing for the Advisory Account. Any such addition or change may result in the Advisory Account investing in markets, securities and instruments other than those contemplated by the Advisory Account documentation. Any such decision will be made by GSAM, in its sole discretion, subject to the terms of the Advisory Account documentation, based on one or more factors it may deem relevant from time to time, which among others may include liquidity constraints and the availability of investment opportunities that it deems attractive. Any such decision may result in all or a significant portion of the Advisory Account’s assets being allocated to a single investment strategy or type of investment. There can be no assurance that GSAM’s decisions in this regard will be successful or will not otherwise have an adverse effect on the Advisory Account.  Concentration and Geographic Risk—Concentration of an Advisory Account’s investments in securities of issuers located in a particular country or geographic region will subject the Advisory Account, to a greater extent than if investments were less concentrated, to the risks of volatile economic cycles and/or conditions and developments that may be particular to that country or region, such as: adverse securities markets; adverse exchange rates; adverse social, political, regulatory, economic, business, environmental or other developments; or natural disasters. For example, if an Advisory Account holds a large position in a particular investment that declines in value and the investment cannot be liquidated without adverse market reaction, the Advisory Account may be subject to significant losses. Also, concentration of the investments of an Advisory Account in issuers located in a particular country or region will subject an Advisory Account, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region. Finally, to the extent an Advisory Account invests all or a large percentage of its assets in a single issuer or a relatively small number of issuers, or concentrates its assets directly or indirectly in investments in the same economic sector, asset class, or in one particular asset or security, it may be subject to greater risks than a more diversified account. That is, a change in the value of any single investment held by the Advisory Account may affect the overall value of the account more than it would affect an account that holds more investments. In particular, the Advisory Account may be more susceptible to adverse developments affecting any single issuer in the Advisory Account and may be susceptible to greater losses because of these developments.  Conflicts of Interest—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, Goldman Sachs provides a wide range of financial services to a substantial and diversified client base. Goldman Sachs advises clients in all markets and transactions and purchases, sells, holds and recommends a broad array of investments. Goldman Sachs has direct and indirect interests in the global fixed-income, currency, commodity, equities, bank loan and other markets and the securities and issuers in which Advisory Accounts may directly and indirectly invest. As a result, Goldman Sachs’ activities and dealings may affect a particular Advisory Account in ways that disadvantage or restrict the Advisory Account and/or benefit Goldman Sachs or other Accounts (including Advisory Accounts). A description of certain of such potential conflicts of interest is set forth under Item 10, Other Financial Industry Activities and Affiliations and Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Similarly, Advisers generally will advise clients in addition to, and will engage in activities other than activities related to the management of, the funds and accounts to which GSAM allocates Advisory Account assets. As a result, Advisers will have other interests and relationships which create a variety of conflicts similar to or different from the conflicts of interest described herein in relation to the funds and accounts they manage.  Conversion of Equity Investments—After its purchase, a non-equity investment directly or indirectly held by an Advisory Account (such as a convertible debt instrument) may convert to an equity security. In addition, an Advisory Account may directly or indirectly acquire equity securities in connection with a restructuring event related to one or more of its non- equity investments. The inclusion of equity securities in the portfolios of certain of such Advisory Accounts may not be contemplated or permitted under the governing documentation relating to such Advisory Accounts. However, the holding of equity securities in the circumstances described above will not be deemed to constitute a violation of the governing documentation relating to the Advisory Account. Equity securities acquired as described above may be subject to restrictions on transfer (including contractual lock-ups and affiliate sale restrictions under applicable securities laws) and there may not be a market for such securities. The Advisory Account or an Underlying Fund in which the Advisory Account invests may be unable to liquidate the equity investment at an advantageous time from a pricing standpoint. Furthermore, an Underlying Fund may continue to hold an investment if its manager believes it is in the best interest of the Underlying Fund. Continued holding of such investments may adversely affect the Advisory Account’s portfolio.  Corporate Event Risks—Substantial transaction failure risks are involved 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. Thus, there can be no assurance that any expected transaction will take place. Certain transactions are dependent on one or more factors to become effective, such as market conditions which may lead to unexpected positive or negative changes in a company profile, shareholder disapproval, regulatory and various other third party constraints, changes in earnings or business lines or shareholder activism as well as many other factors. Certain investments may need to be held for a considerable period of time before they will show any return. No assurance can be given that the transactions entered into will result in profitable investments for an Advisory Account or that an Advisory Account will not incur substantial losses.  Counterparty Risk—An Advisory Account may be exposed to the credit risk of counterparties with which, or the brokers, dealers, clearing members, custodians, service providers and exchanges through which, it deals in connection with the investment of its assets, whether engaged in exchange-traded or off-exchange transactions. For example, although certain standardized swap transactions are subject to mandatory central clearing and exchange trading, which is expected to decrease counterparty risk and increase liquidity compared to bilaterally negotiated swaps, central clearing and exchange trading does not eliminate counterparty risk or illiquidity risk entirely. Depending on the size of the Advisory Account and other factors, the margin required under the rules of a clearinghouse and by a clearing member may be in excess of the collateral required to be posted by the Advisory Account to support its obligations under a similar bilateral, uncleared swap. However, certain applicable regulators have adopted rules imposing certain margin requirements, including minimums, on uncleared swaps which may result in an Advisory Account and its counterparties posting higher amounts for uncleared swaps. In addition, many of the protections afforded to cleared transactions, such as the security afforded by transacting through a clearing house, might not be available in connection with OTC transactions. Therefore, in those instances in which an Advisory Account enters into OTC transactions, the Advisory Account will be subject to the risk that its direct counterparty will not perform its obligations under the transactions and that the Advisory Account will sustain losses. Furthermore, an Advisory Account may, from time to time, enter into arrangements with certain brokers or other counterparties that require the segregation of collateral. As a result, an Advisory Account could experience losses in a number of situations including, among other things, relating to (i) possible decline in the value of any collateral during the period in which such Advisory Account seeks to enforce its rights with respect to such collateral; (ii) the need to remargin or repost collateral in respect of transferred, assigned or replaced positions; (iii) reduced levels of income and lack of access to income during such period; (iv) expenses of enforcing its rights; (v) additional fees and expenses associated with custodial accounts; (vi) increased trading costs; (vii) the credit risk of any custodians; and (viii) legal uncertainty concerning the enforceability of certain rights under swap agreements and possible lack of priority against collateral posted under the swap agreements. For operational, cost or other reasons, when setting up arrangements relating to the execution/clearing of trades, an Advisory Account may choose to select a segregation model which may not be the most protective option available in the case of a default by a broker or counterparty.  Currency Risks—An Advisory Account may hold investments denominated in currencies other than the currency in which the Advisory Account is denominated. Currency exchange rates can be extremely volatile, particularly during times of political or economic unrest or as a result of actions taken by central banks, which may be intended to directly affect prevailing exchange rates, and a variance in the degree of volatility of the market or in the direction of the market from GSAM’s expectations may produce significant losses to an Advisory Account. Currency rates in non-U.S. countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political, economic and tax developments in the U.S. or abroad. To the extent an Advisory Account seeks exposure to non-U.S. currencies through non-U.S. currency contracts and related transactions, the Advisory Account becomes particularly susceptible to foreign currency value fluctuations, which may be sudden and significant, and investment decisions tied to currency markets. In addition, these investments are subject to the risks associated with derivatives and hedging the impact on Advisory Accounts of fluctuations in the value of currencies may be magnified. GSAM may or may not attempt to hedge all or any portion of the currency exposure of an Advisory Account. However, even if GSAM does attempt to hedge the currency exposure of an Advisory Account, it is not possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in any particular currency because the value of those securities is likely to fluctuate as a result of independent factors not related to currency fluctuations. An increase in the value of the U.S. dollar compared to the other currencies in which Advisory Accounts make their investments will reduce the effect of increases and magnify the effect of decreases in the prices of securities in their local markets. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect on the Advisory Accounts’ non-U.S. dollar securities. To the extent unhedged, the value of an Advisory Account’s assets will fluctuate with currency exchange rates as well as the price changes of its investments in the various local markets and currencies. Exchange rates can change dramatically over short periods of time, particularly during times of political or economic unrest or as a result of actions taken by central banks, which may be intended directly to affect prevailing exchange rates. Such fluctuations could have an adverse effect on an Advisory Account.  Cybersecurity—The operations of Goldman Sachs, GSAM and the Advisory Accounts each rely on the secure processing, storage and transmission of confidential and other information in Goldman Sachs’ computer systems and networks. Goldman Sachs is regularly the target of attempted cyber attacks, including denial-of-service attacks, and must continuously monitor and develop its systems to protect its technology infrastructure and data from misappropriation or corruption. In addition, due to Goldman Sachs’ interconnectivity with third-party vendors, central agents, exchanges, clearing houses and other financial institutions, Goldman Sachs, and thus indirectly the Advisory Accounts, could be adversely impacted if any of them is subject to a successful cyber attack or other information security event. Although Goldman Sachs takes protective measures and endeavors to modify its computer systems, software and networks as circumstances warrant, they may be vulnerable to theft, unauthorized access or monitoring, misuse, loss, destruction or corruption of financial assets and confidential and highly restricted data, computer viruses or other malicious code and other events that could have a security impact and render Goldman Sachs or GSAM unable to transact business on behalf of Advisory Accounts. If one or more of such events occur, this potentially could jeopardize the confidential and other information of GSAM and the Advisory Accounts, to the extent such information is processed and stored in, and transmitted through, Goldman Sachs’ computer systems and networks. Such events could also cause interruptions or malfunctions in the operations of GSAM and the Advisory Accounts as well as the operations of their portfolio companies, beneficial owners, clients and counterparties and the operations of third parties such as service providers, Unaffiliated Advisers or Third-Party Management Companies, which could impact their ability to transact with GSAM or the Advisory Accounts. Such events could result in significant losses to Advisory Accounts or portfolio companies and reputational harm to GSAM and Advisory Accounts. The increased use of mobile and cloud technologies can heighten these and other operational risks. Goldman Sachs is expected to expend additional resources on an ongoing basis to modify its protective measures and to investigate and remediate vulnerabilities or other exposures. The cost of such ongoing cybersecurity prevention efforts, including maintaining insurance coverage, deploying additional personnel and protection technologies, training employees and engaging third party experts and consultants, may be significant. Nevertheless, GSAM and the Advisory Accounts may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance. In the event of a cyber attack, the cost of engaging in remediation efforts, addressing reputation harm, and the loss of competitive advantage may be significant. Goldman Sachs, GSAM and the Advisory Accounts routinely transmit and receive personal, confidential and proprietary information by email and other electronic means. Goldman Sachs has discussed and worked with, and, where applicable, contracted with, portfolio companies, clients, vendors, service providers, counterparties and other third parties, including Unaffiliated Advisers and Third-Party Management Companies, to develop secure transmission capabilities and protect against cyber attacks, but Goldman Sachs does not have, and may be unable to put in place, secure capabilities with all of its clients, vendors, service providers, counterparties and other third parties and Goldman Sachs may not be able to ensure that these third parties have appropriate controls in place to protect the confidentiality of the information. An interception, misuse or mishandling of personal, confidential or proprietary information being sent to or received from a client, vendor, service provider, counterparty or other third party could result in legal liability (including for violation of privacy and other laws), regulatory action (including regulatory fines or penalties), compliance, legal and remediation costs, and reputational harm to GSAM or the Advisory Accounts. Unaffiliated Advisers and Third-Party Management Companies face similar cybersecurity risks with respect to their business and operations, which could result in losses to GSAM or Advisory Accounts.  Data Sources Risks—GSAM subscribes to external data sources used to enforce investment restrictions, to assist in making investment decisions or for investment research. If information that GSAM receives from a third-party data source is incorrect, an Advisory Account may be negatively impacted, and may not achieve its desired results. Although GSAM believes these third-party data sources to be generally reliable, GSAM typically receives these services on an “as is” basis and cannot guarantee that the data received from these sources will be accurate. GSAM is not responsible for errors by these sources.  Dependence on Key Personnel—Advisory Accounts may rely on certain key personnel of GSAM. Accordingly, the success and failure of Advisory Accounts will depend to a significant extent on the viability and performance of such key personnel. Certain key personnel, including members of GSAM’s investment team, may leave Goldman Sachs or rotate to another group within Goldman Sachs. Additionally, as a result of regulation or for other reasons, the amount of compensation that may be payable to Goldman Sachs executives or other employees may be reduced, or employees who rely on work visas or other permits may have such visas or permits revoked or not renewed. The departure of any personnel for any reason, including relating to work visas, compensation or other factors, or the inability of such personnel to fulfill certain duties, may adversely affect the ability of GSAM to effectively implement the investment programs of the Advisory Accounts. Similar risks may apply in respect of personnel of the Advisers and Third- Party Management Companies.  Dilution from Subsequent Closings—Where applicable, investors subscribing for interests at subsequent closings of Advisory Accounts that are pooled investment vehicles generally will participate in existing investments, diluting the interest of existing investors therein. Although such investors generally will contribute their pro rata share of previously made capital calls (plus potentially an additional amount thereon), there can be no assurance that this payment will reflect the fair value of the Advisory Account’s existing investments at the time such additional investors subscribe for interests. In addition, investors subscribing for interests at subsequent closings may pay different fees than investors admitted at the initial closing of an Advisory Account.  Electronic Trading—GSAM may trade on electronic trading and order routing systems, which differ from traditional open outcry trading and manual order routing methods. Transactions using an electronic system are subject to the rules and regulations of the exchanges offering the system or listing the instrument. Characteristics of electronic trading and order routing systems vary widely among the different electronic systems with respect to order matching procedures, opening and closing procedures and prices, trade error policies and trading limitations or requirements. There are also differences regarding qualifications for access and grounds for termination and limitations on the types of orders that may be entered into the system. Each of these matters may present different risk factors with respect to trading on or using a particular system. Each system may also present risks related to system access, varying response times and security. In the case of internet-based systems, there may be additional risks related to service providers and the receipt and monitoring of electronic mail. Trading through an electronic trading or order routing system is also subject to risks associated with system or component failure. In the event of system or component failure, it is possible that for a certain time period, it might not be possible to enter new orders, execute existing orders or modify or cancel orders that were previously entered. System or component failure may also result in loss of orders or order priority. Some investments offered on an electronic trading system may be traded electronically and through open outcry during the same trading hours. Exchanges offering an electronic trading or order routing system and listing the instrument may have adopted rules to limit their liability, the liability of brokers and software and communication system vendors and the amount that may be collected for system failures and delays. The limitation of liability provisions vary among the exchanges.  Emerging Markets and Growth Markets Risks—In addition to the risks described in “Non-U.S. Securities Risks” below (which risks may be heightened in emerging markets), investing in the securities of certain emerging markets involves certain considerations not usually associated with investing in developed markets, including, without limitation, political and economic considerations, the potential difficulty of repatriating funds or enforcing contractual or other legal rights, general social, political and economic instability, adverse diplomatic developments, the lack of robust regulation in such markets, the uncertainty around the efficacy and enforcement of such regulation, inflation, and the small size of such securities markets and the low volume of trading (which may result in potential lack of liquidity and in price volatility). In particular, emerging markets are often marked by high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of such securities by a limited number of investors. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. In addition, financial intermediaries in countries with emerging markets may be inexperienced, and counterparties may be subject to weaker safekeeping frameworks. Furthermore, 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. Other applicable risks include a lack of modern technology, a lack of a sufficient capital base to expand business operations, the possibility of temporary or permanent termination of trading, the rapid development of political and economic structures, significant custody and settlement risk and problems with share registration. Trading platforms in these markets may be new, and the relevant regulations may be untested and subject to change. There is no assurance that the systems and controls of such trading platforms will be adequate or that such platforms would continue in existence. Further, the economies, industries, securities and currency markets in emerging markets or growth markets may be adversely affected by protectionist trade policies, a slow U.S. economy, regional and global conflicts and terrorism and war, including actions that are contrary to the interests of the U.S. An Advisory Account’s purchase and sale of securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices of listed securities, periodic trading or settlement volume, and/or limitations on aggregate holdings of non-U.S. investors. An Advisory Account may not be able to sell securities in circumstances where price, trading, or settlement volume limitations have been reached. Moreover, certain countries with emerging markets have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of, or ignored internationally accepted standards of due process against, private companies, and such countries may take these and other retaliatory actions against a specific private company, including an Advisory Account or GSAM. There may not be legal recourse against these actions, which could arise in connection with the commercial activities of Goldman Sachs or its affiliates or otherwise, and an Advisory Account could be subject to substantial losses. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. GSAM may or may not take action as a result of, or seek to avoid, such retaliatory actions and resulting losses. The development of infrastructure, disaster management planning agencies, disaster response and relief sources, organized public funding for national emergencies, and early warning technology may be immature and unbalanced in certain countries with emerging or growth markets. As a result, the impact on such countries, their local economies, and local businesses of an outbreak such as the severe acute respiratory syndrome, avian influenza, H1N1/09, and, most recently, COVID-19, or other similarly infectious diseases may be significant. Prolonged periods may pass before market operations return to normal in such countries. See “—Public Health Risk”.  Environmental and Social Impact Considerations— When making investment decisions or recommendations regarding the selection, management and disposition of investments on behalf of Advisory Accounts, except to the extent otherwise set forth in the applicable Advisory Account documentation, GSAM may in its discretion take into account ESG considerations and political, media, and reputational considerations relating thereto. Taking such considerations into account may result in GSAM not making or not recommending the making of investments when it would otherwise have done so, or disposing or recommending the disposition of investments, when it would otherwise not have done so, in each case which could adversely affect the performance of Advisory Accounts. On the other hand, GSAM may determine not to take such considerations into account, or to take such considerations into account but make the same decision or recommendation that it would have made regardless of such considerations, and such considerations may prove to have an adverse effect on the performance of the applicable investments. GSAM 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.  Environmental Risks and Natural Disasters— Investments in or relating to real estate assets may be subject to numerous statutes, rules and regulations relating to environmental protection. Certain statutes, rules and regulations might require that investments address prior environmental contamination, including soil and groundwater contamination, which results from the spillage of fuel, hazardous materials or other pollutants. Under various environmental statutes, rules and regulations, a current or previous owner or operator of real property may be liable for non-compliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring, removal or remediation of hazardous materials. These laws often impose liability, whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. An Advisory Account may be exposed to substantial risk of loss from environmental claims arising in respect of real estate acquired with environmental problems, and the loss may exceed the value of such investment. In addition, certain investments may be located in earthquake zones or be subject to risks associated with other natural disasters, such as fire, hurricanes, tornadoes, windstorms, volcanic eruptions, tsunamis or floods. Insurance coverage of such risks may be limited, may be subject to large deductibles or may be, or in the future become, completely unavailable, and GSAM will determine in its discretion whether to seek insurance coverage of (or to seek alternative ways to manage or mitigate) such risks.  Expedited Transactions—GSAM may be required to undertake investment analyses and decisions on an expedited basis to take advantage of investment opportunities. In such cases, the information that GSAM is able to obtain at the time of making an investment decision may be limited and GSAM may not have access to detailed information regarding the investment opportunity to an extent that may not otherwise be the case had GSAM been afforded more time to evaluate the investment opportunity. Therefore, no assurance can be given that GSAM will have knowledge of all circumstances that may adversely affect an investment.  Failure to Make Capital Contributions—If an investor in an Advisory Account that is a pooled investment vehicle fails to contribute funds to such Advisory Account as required under the terms of the applicable offering materials or is excused from participating in an investment made by such Advisory Account, then the other investors in such Advisory Account may be required to contribute additional capital to make up for such shortfall, and their exposure to such investment may be non-pro rata to their capital commitment to the Advisory Account and more concentrated. As a result, the Advisory Account may make fewer investments and be less diversified than if all investors had contributed capital. Additionally, under the Dodd-Frank Act, GSAM is generally not permitted to provide liquidity to certain Advisory Accounts to make up for such shortfall, and if such Advisory Account is not able to obtain alternative sources of liquidity, the Advisory Account may default on its funding obligations and may be obligated to pay associated termination or other fees. Moreover, such alternative sources of liquidity, if obtained, may not be on terms advantageous to such Advisory Account. In addition, upon default by an investor in an Advisory Account, GSAM may undertake various actions in its sole discretion that may be materially adverse to the investor.  Frequent Trading and Portfolio Turnover Rate Risks— The turnover rate within the Advisory Account may be signific please register to get more info