GOLDMAN SACHS & CO. LLC

Introduction This Brochure describes the managed account offering of the Private Wealth Management group (“PWM”) of Goldman Sachs & Co. LLC (“GS&Co.”) through third-party distributors. PWM, together with various affiliates as described in this Brochure, comprises the wealth management business of Goldman Sachs Asset & Wealth Management (“Asset & Wealth Management”). PWM operates through offices located in Atlanta, Austin, Boston, Brentwood, Cohoes, Chicago, Dallas, Denver, Detroit, Houston, Los Angeles, Miami, New York, Philadelphia, San Francisco, Seattle, Washington, D.C. and West Palm Beach. PWM primarily provides advisory services to high net worth individuals and institutional clients and helps clients build and preserve their financial wealth. PWM’s advisory services are described in a separate brochure that is available on the SEC’s website at www.adviserinfo.sec.gov. Principal Owner and Operating History GS&Co.’s principal owner is The Goldman Sachs Group, Inc. (“GS Group”) a public company that is a bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”), and a worldwide, full-service financial services organization. GS&Co. has been a registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”) since 1981. GS Group, GS&Co. and their respective affiliates, directors, partners, trustees, managers, members, officers and employees are referred to collectively as “Goldman Sachs.” Structured Investment Strategies GS&Co. offers structured investment strategies managed by a dedicated Portfolio Management Team. These strategies consist primarily of structured instruments, such as structured notes and warrants, which are issued by unaffiliated, third-party issuers and offered and sold pursuant to a registration statement filed with the SEC or in a transaction exempt from registration under the Securities Act of 1933, as amended. The primary objective of these strategies is to gain underlying exposure to defined securities by building a portfolio of structured investments with varying terms and diversified credit exposures. The Portfolio Management Team invests in structured investments issued by third-party issuers available to GS&Co. at the time, and may also invest directly in the referenced asset(s) or underlying exposure (i.e., the index or exchange-traded fund (“ETF”)) for a period of time in an effort to maintain the exposure intended by the strategies. Accounts that utilize structured investment strategies for which PWM serves as investment adviser are referred to as “Advisory Accounts.” Advisory Accounts are managed by teams of portfolio management personnel within PWM (“Portfolio Management Teams”). Members of the Portfolio Management Teams and other relevant personnel of PWM are referred to herein as “Advisory Personnel.” Portfolio Management Teams Portfolio Management Teams manage assets in Advisory Accounts for clients of GS&Co. or its affiliates in accordance with the advisory program or investment strategy for each Advisory Account. Portfolio Management Teams manage Advisory Accounts that utilize strategies that invest in particular asset classes and investments, including equities, fixed income, structured investments (including structured notes, warrants, ownership units and other types of investment interests whose return is dependent upon the returns of one or more referenced assets) and listed and over-the-counter (“OTC”) options. Portfolio Management Teams may also use artificial intelligence to support their provision of investment advisory services.

Investment Restrictions Clients can impose reasonable restrictions on the management of their Advisory Accounts, including restricting particular securities or types of investments, provided that GS&Co. accepts such restrictions. Any such restrictions will be reflected in the investment guidelines or other documentation applicable to the Advisory Account. Clients should be aware that the performance of Advisory Accounts with restrictions may differ from the performance of Advisory Accounts without those restrictions. Restrictions do not apply to underlying investments in pooled investment vehicles or other similar instruments. GS&Co. may, in its discretion, hold the amount that would have been invested in the restricted security in cash or money market funds, invest in substitute securities, or invest it across the other securities in the strategy that are not restricted. As part of Goldman Sachs, a global financial services organization that is subject to a number of legal and regulatory requirements, GS&Co. 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. Single Contract and Dual Contract Arrangements GS&Co. acts as an investment adviser pursuant to “single contract” and “dual contract” managed account arrangements. In such arrangements, an Unaffiliated Manager and its client enter into an agreement with regard to the Unaffiliated Manager’s overall management of the client’s assets pursuant to which the Unaffiliated Manager identifies managers and strategies that it believes are suitable for each client. Either the Unaffiliated Manager or the client then selects the applicable managers to manage portions of the client’s portfolio. In a “single contract” arrangement, if GS&Co. is selected, GS&Co. enters into an agreement with an Unaffiliated Manager pursuant to which GS&Co. will provide investment advice with respect to a portion of the portfolios of certain clients of the Unaffiliated Manager. However, GS&Co. does not enter into a separate agreement with each applicable client. In a “dual contract” arrangement, on the other hand, GS&Co. enters into an agreement with each of the Unaffiliated Manager’s clients that selects GS&Co. As a result, a client in a single contract arrangement enters into a single contract with the Unaffiliated Manager, whereas a client in a dual contract arrangement enters into two separate contracts—one with the Unaffiliated Manager and another with GS&Co. In connection with both single contract and dual contract arrangements, GS&Co. will not have access to complete information regarding the financial circumstances, investment objectives or overall investment portfolio of the Unaffiliated Manager’s client. In addition, GS&Co. may receive information about the client at a different time than the Unaffiliated Manager. As a result, any determination by GS&Co. 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 GS&Co., and such determinations may be different than would have been the case had GS&Co. had access to more fulsome information regarding the client’s financial circumstances, investment objectives, and overall investment portfolio. In the context of single contract and dual contract arrangements, execution may be handled by GS&Co. using one of the methods outlined in Item 12, Brokerage Practices – Broker Dealer Selection and Directed Brokerage or by the applicable Unaffiliated Manager, using the methods outlined in its Brochure. In a single contract arrangement, the Unaffiliated Manager typically pays GS&Co. a fee out of the fees that the Unaffiliated Manager receives from the client, which is based on the assets managed by GS&Co. In a dual contract arrangement, the client typically pays GS&Co. a fee based on the assets managed by GS&Co., which is in addition to fees owed by the client to the Unaffiliated Manager. Clients with single contract and dual contract arrangements through a particular Unaffiliated Manager may pay higher (or lower) fees than other clients of the same Unaffiliated Manager or clients with such arrangements through other Unaffiliated Managers (including as a result of negotiations with the particular Unaffiliated Manager, which may take into account the size and scope of the overall relationship with the Unaffiliated Manager, among other

factors). For example, GS&Co. may have relationships or other arrangements with certain Unaffiliated Managers pursuant to which GS&Co. provides favorable pricing to clients with single or dual contract arrangements through such Unaffiliated Managers based on factors including, but not limited to, the aggregate amount of assets managed for each such Unaffiliated Manager. Furthermore, not all clients of a particular Unaffiliated Manager will receive the benefit of such favorable pricing, even though their assets may be counted for purposes of determining fee breakpoints applicable to other client accounts. The availability of favorable pricing based on aggregate assets allocated to GS&Co. creates an incentive for Unaffiliated Managers to allocate client assets to GS&Co., including assets that would not have otherwise been so allocated. Furthermore, depending upon the compensation arrangements between an Unaffiliated Manager and its clients (e.g., arrangements whereby fees paid to GS&Co. are paid by the Unaffiliated Manager out of fees received by its clients and not by the clients themselves), an Unaffiliated Manager could benefit, directly or indirectly, from allocation of assets to GS&Co, if the Unaffiliated Manager would pay higher fees to a manager other than GS&Co. Such benefits may further incentivize an Unaffiliated Manager to allocate assets to GS&Co. 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 GS&Co. may pay, in the aggregate, lower (or higher) fees than other clients investing in the same strategies, depending on the services provided by GS&Co. in connection with such arrangements. GS&Co. clients with single or dual contract arrangements should refer to the Form ADV of the applicable Unaffiliated Manager for additional information regarding the single or dual contract arrangement. The minimum account size applicable to GS&Co. clients with single or dual contract managed account arrangements may differ from that applicable to other GS&Co. clients investing in the same or similar strategies directly. Assets Under Management As of December 31, 2025, assets managed by Advisory Personnel and Portfolio Management Teams were $180,148,521,000, of which approximately $179,856,721,000 was managed on a discretionary basis and approximately $291,800,000 was managed on a non-discretionary basis. These figures include investments in pooled vehicles reflected in Advisory Accounts that are managed by another segment within GS&Co. or by an affiliate or a third-party, and exclude assets managed by Goldman Sachs Wealth Services, L.P. (“Goldman Sachs Wealth Services”). PWM clients also maintained approximately $381,743,329,000 in Advisory Accounts invested in strategies that are managed by an Affiliated Manager or an Unaffiliated Manager, where Private Wealth Advisers may provide advice and/or act with discretion in selecting, allocating to, or recommending such strategies. This amount is not, and has not historically been, included in the assets under management reported above.

Fees for Advisory Services Clients generally compensate GS&Co. for its advisory services through the payment of a fixed strategy based fee. Generally, the fee is equal to 60 basis points of the fair market value of the assets invested in the Advisory Account. Certain account fees and expenses are more or less expensive depending on the model chosen. The investment advisory fee payable to GS&Co. varies depending on a number of factors. A client could pay more or less than other clients invested in similar strategies, asset classes or products. It should be expected that fees will change over time for a variety of reasons, including negotiations with Managers and/or the availability of fee reductions, which GS&Co. can, but may not, in its sole discretion use to change the fee charged to client accounts. Amounts thereof may vary as a result of negotiations, discussions, our relationship with the client and/or factors that may include the particular circumstances of the client, such as the pricing model, the size of the relationship, client customization of investment guidelines, required service levels and the asset class to which each strategy is attributable.

As described in more detail below, depending on the strategy or investment selected, clients could pay commissions, commission equivalents, mark-ups, mark-downs and spreads in addition to paying advisory fees. Calculation and Deduction of Advisory Fees Advisory fees paid by clients for Advisory Accounts are generally charged quarterly in arrears based on the average market value of the assets in the Advisory Account during the previous quarter. Average market value is generally determined using end-of-day quantity and an end-of-day market price for each security including any applicable accruals. Fees are prorated and due upon termination or for partial periods. The methodology for calculating and deducting fees may vary depending on platform requirements. Advisory fees are automatically deducted from the client’s Advisory Account unless other arrangements have been agreed upon between the client and GS&Co. In the case of Advisory Accounts held at a thirdparty custodian, clients generally direct their custodian to have their fees and expenses debited from the Advisory Account for credit to GS&Co. Other Fees and Expenses in Connection with GS&Co.’s Advisory Services Clients should expect to pay Execution Charges in addition to paying advisory fees. Clients should also expect to pay fees for custody, administrative services and consolidated reporting, as well as underlying fund fees and expenses (including mutual funds and private funds). When Goldman Sachs provides services to Advisory Accounts that have separate fees or costs not included in the advisory fee, Goldman Sachs will be entitled to retain such amounts and they will not offset any other fees or compensation. Execution Charges Clients who pay Execution Charges will do so at rates determined by Goldman Sachs. These rates may be negotiated, and clients could pay more or less in Execution Charges than similar clients for identical transactions, including those effected through Goldman Sachs. Execution Charges paid by similar clients may differ depending on the particular circumstances of the client, including the size of the relationship and required service levels. When GS&Co. executes a trade through a third-party broker-dealer, any applicable Execution Charges issued by the third-party broker-dealer will be charged to the client. Goldman Sachs generally charges clients commissions according to the commission schedules agreed to between them. However, there may be circumstances where Goldman Sachs charges commissions for investments or transactions that are not covered by the commission schedule. In addition, Goldman Sachs retains the right to waive commissions and mark-ups/mark-downs for certain clients, for execution channels (e.g., electronic executions) or investment strategies in its discretion. A description of the different types of Execution Charges that clients may pay is provided below. However, third-party custodians reserve the right to charge fees in addition to what is described below including trade away fees and fees related to specific investments such as mutual funds. For a complete list of transaction fees that may apply to Advisory Accounts, clients should review their customer agreements with the applicable custodian.

Execution Charge

Description and Applicability

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. Spreads may be included in transactions involving, among other investments, fixed income securities, structured investments and currencies. Transactions may include a spread in addition to other Execution Charges such as mark-ups/mark-downs.

Mark-ups/Mark-downs

A mark-up is the price charged to a client, less the prevailing market price, which is included in the price of the security. A mark-down is the prevailing market price of a security, less the amount a dealer pays to purchase the security from the client, which is included in the price of the security. Mark-ups/mark-downs may be included in transactions involving, among other investments, fixed income securities, structured investments and currencies.

Goldman Sachs executes a significant volume of fixed income trades through third-party broker-dealers and executes certain fixed income trades for certain strategies on an agency basis (“Agency Trading Option”). In some cases, acquiring an investment through a third-party broker-dealer will result in fees and Execution Charges that are different from those charged by GS&Co. for the same product and will be higher or lower. In the case of the Agency Trading Option, rather than a mark-up/mark-down, clients are generally charged an explicit commission that is disclosed on their trade confirmations. The Agency Trading Option is available to clients that express a preference not to trade with GS&Co. as principal for certain fixed income strategies. Notwithstanding this client preference, GS&Co. retains the right to trade as principal (to the extent permitted by law) in order to provide eligible clients with access to new issues or for best execution. Goldman Sachs generally executes transactions in certain non-U.S. equities and pooled investment vehicles, including ETFs, on a principal basis and charges a commission equivalent for such transactions. Derivative transactions carry an embedded mark-up to compensate Goldman Sachs (or other derivative counterparty) for executing the transaction and taking market risk. Certain derivative transactions are subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”) and/or European Market Infrastructure Regulation requirements, which may include additional fees depending upon the type of transaction and service clients choose (subject to eligibility requirements). Transactions in American Depositary Receipts generally include certain embedded execution costs including conversion or creation fees, foreign exchange costs and foreign tax charges. GS&Co., like any other broker-dealer executing a transaction, has (directly or through its affiliates) commercial interests in transactions that can be expected to diverge from the interests of Advisory Accounts, such as obtaining favorable rates on Execution Charges. As described in Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, personnel of Goldman Sachs (“Personnel”), including Advisory Personnel, receive referral or brokerage compensation, if eligible, in connection with transactions effected for Advisory Accounts. For information about GS&Co.’s brokerage practices, please refer to Item 12, Brokerage Practices. Custody and Administrative Services Clients generally pay an annual custody fee for operational and administrative support for their Advisory Accounts. The amount of the custody fee varies based on the client’s relationship with GS&Co. and the

amount of assets under management. The amount of the custody fee appears on the client’s statement for the month in which the fee is charged. Underlying Fund Fees Clients invested in pooled investment vehicles pay all fees and expenses applicable to an investment in the funds, including fixed fees, asset-based fees, performance-based fees, carried interest, incentive allocation and other compensation, fees, expenses and transaction charges payable to the managers in consideration of the managers’ services to the funds and fees paid for advisory, administration, distribution, shareholder servicing, subaccounting, custody, subtransfer agency and other related services, or “12b-1” fees. Fund fees and expenses are described in the relevant fund prospectuses and are paid by the funds but are ultimately borne by clients as investors in the funds. If the fund is an affiliated fund, all or a portion of these fees are generally paid to Goldman Sachs as described in Item 10, Other Material Relationships with Affiliated Entities. These fees and expenses are generally in addition to the advisory fees each Advisory Account pays to GS&Co. GS&Co. may determine to waive advisory fees on assets where the investments generate additional fees for Goldman Sachs. In other circumstances advisory fees will be waived if required by applicable law. In addition, a Goldman Sachs affiliate that manages a private investment fund typically receives deal fees, sponsor fees, monitoring fees or other similar fees for services provided to portfolio companies. The fees and expenses imposed by a private investment fund may offset trading profits and, therefore, reduce returns. An investor in a fund-of-funds vehicle also bears a proportionate share of the fees and expenses of each underlying investment fund. These fees and expenses can differ depending on the class of shares or other interests purchased. Mutual fund and ETF fees and expenses will result in a client paying multiple fees with respect to mutual funds and ETFs held in an Advisory Account and clients may be able to obtain these services elsewhere at a lower cost. For example, if a client were to purchase a mutual fund or ETF directly in a brokerage account, the client would not pay an advisory fee to GS&Co. Currently, for Advisory Accounts that agree to a strategy-based pricing model, affiliated mutual funds are not subject to GS&Co.’s advisory fees but could be subject to various other fees and expenses paid to the service providers of each affiliated mutual fund, some of which are affiliates of GS&Co. It should be expected that these affiliates, as well as GS&Co. and eligible Advisory Personnel, will receive compensation with respect to such fees. For additional information on compensation earned for the sale of these products, please see below and Item 10 – Other Financial Industry Activities and Affiliations. Generally, compensation received by Goldman Sachs related to various services provided to pooled investment vehicles is retained by Goldman Sachs. Except to the extent required by applicable law, GS&Co. is not required to offset such compensation against fees and expenses the client otherwise owes Goldman Sachs. To the extent Goldman Sachs decides to offset any compensation, Goldman Sachs does so in its sole and absolute discretion and the methods used to calculate any such amounts when they are applied to any client fees and expenses may be different from the calculations used to determine the amount of compensation Goldman Sachs receives. Specifically, for accounts other than Retirement Accounts, any offset amount may be higher or lower than the actual amount Goldman Sachs receives from any pooled investment vehicle. GS&Co. makes mutual fund share classes available on its platform at its sole discretion. GS&Co. will normally make available on its platform, to the extent permitted by law, a share class of a mutual fund that pays compensation to GS&Co., including fees, for providing services (such as investment advisory, administration, transfer agency, distribution, and shareholder services) to the mutual fund. In certain circumstances, such fees are rebated against the fees paid by a client to GS&Co. for advisory services. The additional compensation that GS&Co. receives normally varies depending on the mutual fund and share class made available, and is paid from the fund, the sponsor or the adviser to the extent permitted by applicable law. When selecting a share class of a mutual fund to offer on its platform, GS&Co. has a conflict of interest when its selection of a more expensive share class or recommendation of a more

Read the rest in the brochure

Significant Investment Strategies, Methods of Analysis and Material Risks Portfolio Management Teams manage Advisory Accounts that utilize strategies investing in particular asset classes and investments, including equities, fixed income, structured investments (including structured notes, warrants, ownership units and other types of investment interests whose return is dependent upon the returns of one or more referenced assets), listed and OTC options, and may include private equity. Depending on the strategy selected, there may be embedded leverage in options, futures and other securities.

The methods of analysis vary by Portfolio Management Team and are described below in Risks Applicable to Advisory Accounts Managed by Portfolio Management Teams under the applicable strategy. Clients should understand that all investment strategies and the investments made pursuant to such strategies involve risk of loss, including the potential loss of the entire investment, which clients should be prepared to bear and, in the case of uncovered option strategies, beyond the amount invested. The investment performance and the success of any investment strategy or particular investment can never be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. The investment decisions and recommendations made and the actions taken for Advisory Accounts are subject to various market, liquidity, currency, economic, political, and other risks, and investments could lose value. It should be expected that the types of risks to which an Advisory Account is subject, and the degree to which any particular risks impact an Advisory Account, will 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. Past performance of Advisory Accounts is not indicative of future performance. General Risks Applicable to Advisory Accounts This Brochure does not include every potential risk associated with an investment strategy, or all of the risks applicable to a particular Advisory Account. Rather, it is a general description of the nature and risks of the strategies and securities and other financial instruments in which Advisory Accounts may invest. The below risks may apply to all strategies managed by Portfolio Management Teams, but not every risk will apply to every strategy. In addition, the risks described below in Risks Applicable to Advisory Accounts Managed by Portfolio Management Teams for strategies investing in particular asset classes should be considered when Advisory Accounts are invested in those asset classes. Advisory Account clients that invest assets with Managers should also refer to the Form ADV of such Managers for a description of the risks associated with the strategies utilized by such Managers.

Adverse Effect of Global Economic Conditions – Advisory Accounts, underlying funds, and their portfolio companies could be adversely affected by unanticipated changes in the financial markets and economic conditions throughout the world, some of which could magnify the risks described in this Item 8, Methods of Analysis, Investment Strategies and Risk of Loss and have other adverse effects. The scope of any potential impacts to Advisory Accounts, underlying funds, and their portfolio companies, both from market conditions and also potential legislative or regulatory responses, are uncertain. Continued market volatility and uncertainty and/or a downturn in market and economic and financial conditions could have an adverse impact on Advisory Accounts, underlying funds, and their portfolio companies.

Advisory Account Consent Requirements – Advisory Account consent could be required to invest in certain transactions in which Goldman Sachs receives compensation or is a principal, and GS&Co. could determine not to seek such consent due to timing or other considerations, in which case the Advisory Account will not have the opportunity to make the investment.

Antitrust Risk – Advisory Accounts and their portfolio companies will be subject to antitrust and competition laws, rules and regulations in the U.S. and other jurisdictions where they conduct business, and there has been increased scrutiny from antitrust regulators around the world. If an Advisory Account investment becomes subject to antitrust review and approval, the relevant authorities could elect not to approve such investment, significantly delay it or approve it subject to particular terms and conditions (for example, that the underlying portfolio company divest of certain assets). Advisory Accounts and their portfolio companies could incur significant costs pursuing transactions in respect of which regulatory approvals are not granted and, as a result, are not able to be consummated.

Risks Relating to the Use of Artificial Intelligence– Goldman Sachs (including GS&Co.) and certain of its third-party vendors, clients and/or counterparties have developed or otherwise incorporated artificial intelligence (“AI”) technology in certain business processes, services or products. AI models are developing rapidly, are highly complex and may produce output or take action that is incorrect (i.e., hallucinate), that result in the release of private, confidential or proprietary information, that reflect biases included in the data on which they are trained, infringe on the intellectual property rights of others, or that is otherwise harmful. The U.S. and global legal and regulatory environment relating to AI is uncertain and rapidly evolving, and could require changes in Goldman Sachs’ implementation of AI technology and increase compliance costs and the risk of non-compliance. Further, Goldman Sachs (including GS&Co.) may rely on AI models developed by third parties, and Goldman Sachs (including GS&Co.) may have limited visibility over the accuracy and completeness of such models. Any of these risks could adversely affect Goldman Sachs, GS&Co. or Advisory Accounts. Goldman Sachs (including GS&Co.) is also exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. Such actions and other risks associated with AI could cause, amongst other things, reputational harm to Goldman Sachs, GS&Co. or Advisory Accounts. The investment management business is highly competitive and to the extent that some or all of GS&Co.’s competitors (or new market entrants) institute low cost, high speed financial applications and services based on AI, Goldman Sachs (including GS&Co.) and Advisory Accounts could be at a competitive disadvantage.

Asset Allocation and Rebalancing Risk – An Advisory Account’s assets could become out of balance with the target allocation. Any rebalancing of such assets may be infrequent and limited by several factors. Even if a rebalancing is achieved, it may have an adverse effect on the performance of the Advisory Account’s assets including, for example, if the rebalancing results in such assets being allocated away from an over-performing investment product and allocated to an under-performing investment product.

Bankruptcy Risk – A company in which an Advisory Account invests could become involved in a bankruptcy or other reorganization or liquidation proceeding.

Capital Markets Risk – A client might not receive distributions or could experience a significant loss in the value of its investment if the issuer cannot obtain funding in the capital markets.

Cash Management Risks – If GS&Co. invests some of an Advisory Account’s assets temporarily in money market funds or other similar types of investments, those assets will not be invested in assets that further the Advisory Account’s investment objective during such time. Separately, where GS&Co., on behalf of a client, invests an Advisory Account’s assets temporarily, or for some designated period of time, in investments subject to Market Risk, including managed strategies, with the intent of liquidating such investments to meet certain subsequent funding needs, an Advisory Account could be unable to meet such funding needs.

Cash Sweep Risk – Unless a client notifies us otherwise, GS&Co. is authorized to sweep free credit balances into one or more money market funds through GS&Co. or bank deposit accounts (“Bank Deposit Cash Sweep”) with its affiliate, Goldman Sachs Bank USA (“GS Bank”). Clients should discuss with their Private Wealth Management team which cash sweep option is appropriate for them based on factors such as their investment objectives, financial circumstances, tax status and desire for related payment services. Unless the client selects a different cash sweep option, the Bank Deposit Cash Sweep will generally be the default sweep option regardless of any difference in actual or expected returns in connection with other sweep options. GS&Co. may make changes to the cash sweep options it offers to clients, including removing a previously offered cash sweep option at any time, in its sole discretion, and any cash would be held in free credit balances or moved to another available option. A client may request a different cash sweep option by informing their Private Wealth Management team. The cash sweep service is a feature of clients’ custodial and brokerage relationship with GS&Co. In offering the cash sweep service, designating a default

cash sweep option or selecting a cash sweep option, GS&Co. is not recommending any securities transaction or investment strategy or acting as an investment adviser. Cash sweep options may be limited depending on the client’s residence or the advisory strategies in which the account is invested. Returns on cash sweep options are impacted by a variety of factors, including applicable interest rates and the nature of the account. For example, interest rates on Bank Deposit Cash Sweep could yield lower returns than cash swept to money market funds and after-tax yields on cash subject to Bank Deposit Cash Sweep could yield lower results than cash swept to money market funds. The Bank Deposit Cash Sweep provides benefits to GS&Co. and GS Bank. GS Bank may pay GS&Co. a fee in connection with Advisory Accounts that use the Bank Deposit Cash Sweep. GS&Co. and certain Advisory Personnel earn higher compensation in connection with Bank Deposit Cash Sweep than from cash swept to money market funds. Different money market funds have different fees and expenses, which may be found in the applicable fund prospectuses. Client should ask their Private Wealth Management team which money market funds are available as cash sweep options. Interest rates applied to Bank Deposit Cash Sweep offered through GS Bank are variable and subject to change at the sole discretion of GS Bank. Rates may be higher or lower than rates available at other banks and may vary based on the amount of a client’s deposit balances or relationship with GS&Co. Clients can obtain information about interest rates by going to www.goldman.com, or by asking their Private Wealth Management team. The cash sweep service is intended as a vehicle for free credit balances pending investment, but can be expected to provide a lower return than other investment products offered by GS&Co. The cash sweep options should not be viewed as long-term investment options. If clients desire to maintain cash balances for other than a short-term period or are seeking higher yields available in the market, clients should contact their Private Wealth Management team to discuss investment options that may be available outside of the cash sweep service. If a client does not wish to participate in the cash sweep service, their cash will be held as free credit balances in their GS&Co. brokerage account in accordance with GS&Co.’s customary practice. Free credit balances will generally earn less interest than money market funds or Bank Deposit Cash Sweep.

Climate Change – Climate change, its physical impacts, and related regulations could result in significantly increased operating and capital costs that could materially harm certain portfolio companies of Advisory Accounts.

Commodity Exposure Risks – Exposure to the commodities markets may result in greater volatility than investments in traditional securities due to changes in overall market movements, commodity index volatility, changes in interest rates, factors affecting a particular industry or commodity, as well as changes in value, supply and demand and governmental regulatory policies.

Concentration and Geographic Risk – A portfolio that concentrates its investments in a relatively small number of issuers, asset classes, geographic locations or economic sectors may be more adversely affected by adverse economic, political or other developments than a less concentrated portfolio.

Conflicts of Interest – Goldman Sachs’ activities, relationships and dealings could affect a particular Advisory Account in ways that disadvantage or restrict the Advisory Account and/or benefit Goldman Sachs or other Accounts.

Consolidated Reporting Risk – Information (including valuation) regarding advisory accounts not custodied at GS&Co. may not be accurate as GS&Co. does not perform diligence on or independently verify the accuracy of the custodian’s information or the source information; such information is provided as a courtesy. This risk is greater when there is more volatility in an asset class.

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.

Read the rest in the brochure

Types of Clients Many clients who participate in the third-party distribution platform are individuals who invest their assets with GS&Co. directly as individuals or through private investment vehicles, such as privately held corporations, partnerships, limited liability companies, or trusts and estates of such clients. Clients can also include institutional clients, including charitable organizations, pension plans, corporations, and other business entities. Account Requirements To open an advisory or managed account through a third-party distribution platform, clients must generally have at least $100,000 under the management of GS&Co. or its affiliates and meet any account requirements imposed by the relevant third-party distribution platform. To open or maintain an Advisory Account with GS&Co., clients are required to sign an investment advisory agreement, either directly with GS&Co. in a “dual contract” arrangement or with an Unaffiliated Manager in a “single contract” arrangement, that, among other things, describes the nature of the investment advisory authority granted to GS&Co. All clients select an investment objective and provide portfolio goals for all Accounts held in the same name, both of which reflect their investment goals and risk tolerance for that account holder’s portfolio with GS&Co. In a “single contract” arrangement, the determination of whether the platform is suitable for any particular investor is made by the Unaffiliated Manager and not Goldman Sachs. The platform is not available for retirement assets. Advisers who provide services through Goldman Sachs Wealth Services may access tools, analysis, and other inputs provided by our advisory affiliates.

Goldman Sachs receives an incentive allocation or performance fees for strategies managed by its affiliates although GS&Co. does not charge performance fees at the Advisory Account level. Side-by-Side Management of Advisory Accounts; Allocation of Opportunities GS&Co. manages or advises multiple Advisory Accounts (including Advisory Accounts in which Goldman Sachs and personnel of Goldman Sachs have an interest) that have investment objectives that are the same or similar and that seek to make or sell investments in the same securities or other instruments, sectors or strategies. This creates conflicts of interest, particularly in circumstances where the availability or liquidity of investment opportunities is limited, including, without limitation, in local and emerging markets and high yield securities. To address these conflicts of interest, GS&Co. has developed policies and procedures that provide that the Advisory Personnel making portfolio decisions for Advisory Accounts will make investment decisions for, and implement investments among, Advisory Accounts consistent with GS&Co.’s duties to its advisory clients. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading – Participation or Interest in Client Transactions – Allocation of Investment Opportunities.

Other Financial Industry Activities As further described below, GS&Co. is registered with the SEC as a broker-dealer and in addition to its advisory business, is engaged in business as a Futures Commission Merchant (“FCM”), commodity trading advisor (“CTA”), security-based swap dealer (“SBSD”), swap dealer (“SD”), registered municipal advisor and commodity pool operator (“CPO”). Certain of GS&Co.’s management persons may also be registered as associated persons of GS&Co. to the extent necessary or appropriate to perform their responsibilities. Other Material Relationships with Affiliated Entities In certain cases, GS&Co. uses, suggests and recommends its own services and those of affiliated Goldman Sachs entities and business units. Fees paid in connection with such services, while believed to be customary compensation for relevant activities, are not always negotiated and, from time to time, could be more or less than what a comparable third party might charge. GS&Co. manages Advisory Accounts on behalf of certain affiliated Goldman Sachs entities, which creates potential conflicts of interest related to GS&Co.’s determination to use, suggest or recommend the services of such entities or business units. The particular services involved depend on the types of services offered by the affiliate or business unit. The arrangements may involve sharing or joint compensation, or separate compensation, subject to the requirements of applicable law. GS&Co. shares resources with or delegates certain of its trading, advisory and other activities for clients to other businesses within GS&Co. other than PWM and/or to GS&Co.’s affiliates and portfolio management functions may be shared or moved between affiliated advisers. Particular relationships include, but are not limited to, those discussed below. Goldman Sachs’ affiliates will retain any compensation when providing investment services to, or in connection with investment activities of, Advisory Accounts, subject to applicable law. Compensation may take the form of referral payments, commissions, mark-ups, mark-downs, service fees or other commission equivalents. Advisory Accounts are not entitled to any such compensation retained by Goldman Sachs’ affiliates. Broker-Dealer GS&Co. is registered with the SEC as a broker-dealer. Certain of GS&Co.’s management persons are registered representatives of GS&Co. to the extent necessary or appropriate to perform their responsibilities. GS&Co. uses, suggests or recommends that advisory clients use the securities, futures execution, clearing, custody or other services offered by GS&Co. or its affiliates. These affiliates include (but are not limited to) Goldman Sachs International (“GSI”), Goldman Sachs (Asia) Securities Limited, Goldman Sachs Japan Co., Ltd., and Goldman Sachs Saudi Arabia. GS&Co. and Goldman Sachs Wealth Services have overlapping officers and personnel and share office space and certain expenses. GS&Co. receives compensation when acting as a broker-dealer executing transactions for Advisory Accounts for affiliates, including Goldman Sachs Wealth Services. Advisory Accounts will generally execute all transactions through Goldman Sachs as further described in Item 12, Brokerage Practices – Broker-Dealer Selection and Directed Brokerage. Subject to client consent as required by applicable law, GS&Co. or its affiliates may engage in principal transactions with Advisory Accounts that are not Retirement Plans. For additional information about principal trading, please see Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading below. Goldman Sachs typically earns Execution Charges in connection with transactions executed as agent or principal. Clients will pay these charges in addition to the advisory fee paid to GS&Co. or its affiliates except as described in Item 5, Fees and Compensation. Goldman Sachs will likely share all or a portion of any Execution Charges with its affiliates and Goldman Sachs employees, which could create an incentive to make execution decisions based on their interest in receiving a share of Execution Charges. For Accounts offered through PWM but managed by GSAM LP, transactions are executed according to GSAM LP’s policies and procedures regarding execution of trades.

In addition, GS&Co. and its broker-dealer affiliates that provide custodial services benefit from the use of free credit balances (i.e., cash) in Advisory Accounts, subject to the limitation set forth in SEC Rule 15c3-3 under the U.S. Securities Exchange Act of 1934, as amended. Free credit balances are payable to clients on demand. If negative interest rates apply, clients will be charged a fee in connection with such free credit balances. PWM receives certain recordkeeping, administrative and support services from other parts of GS&Co. or its affiliates. GS&Co., in its advisory capacity, obtains research ideas, analyses, reports and other services (including distribution services) from its affiliates. Subject to client consent to the extent required by applicable law, in certain circumstances GS&Co. enters into principal transactions, including over-the-counter derivatives transactions, for clients with its affiliates, including GSI and other affiliates of GS&Co. GS&Co.’s affiliates will earn mark-ups, mark-downs, spreads, financing fees and other charges that may be embedded in the cost of the derivative. Clients will pay these charges in addition to the advisory fee paid to GS&Co. GS&Co. and its affiliates will likely share all or a portion of their charges and fees with each other and with their affiliates and employees, which could create an incentive for GS&Co. such employee to make execution decisions based on their interest in receiving a share of such charges and fees. For additional information about principal trading, please see Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Accounts—Firm Policies, Regulatory Restrictions, and Certain Other Factors Affecting Advisory Accounts. In addition, Goldman Sachs has ownership interests in trading networks, securities or derivatives indices, trading tools and settlement systems. In addition, Goldman Sachs holds ownership interests in, and Goldman Sachs personnel sit on the boards of directors of, centralized exchanges and trading platforms, electronic communication networks, alternative trading systems and other similar execution or trading systems or venues (collectively, “ECNs/Trading Venues”). Goldman Sachs may be deemed to control one or more of such ECNs/Trading Venues based on its levels of ownership and its representation on the board of directors of such ECNs/Trading Venues. As of the date hereof, Goldman Sachs held ownership interests in the following ECNs/Trading Venues: (i) Members Exchange (MEMX), (ii) Members Exchange Options (MEMX Options), (iii) PureStream, (iv) GS Sigma X2 and (v) Marquee (GSCO). Goldman Sachs may acquire ownership interests in other ECNs/Trading Venues (or increase ownership in the ECNs/Trading Venues listed above) in the future. Additional information regarding the ECNs/Trading Venues in which Goldman Sachs has an ownership interest, as well as the ECNs/Trading Venues used by GS&Co., is updated from time to time and is available at https://www.goldmansachs.com/disclosures/ecns-disclosure.html. Consistent with its duty to seek best execution for the Advisory Accounts, PWM, from time to time, directly or indirectly, effects trades for Advisory Accounts through such ECNs/Trading Venues. In such cases, Goldman Sachs receives an indirect economic benefit based upon its ownership interests in ECNs/Trading Venues. In addition, Goldman Sachs receives fees, cash credits, rebates, discounts or other benefits from ECNs/Trading Venues to which it, as broker, routes order flow based on the aggregate trading volume generated by Goldman Sachs (including volume not associated with client orders) and the type of order flow routed and certain ECNs/Trading Venues, such as many exchanges, provide rebates or charge fees based on whether routed orders contribute to, or extract liquidity from, the ECN/Trading Venue. Discounts or rebates received by Goldman Sachs from an ECN/Trading Venue during any time period could differ and could exceed the fees paid by Goldman Sachs to the ECN/Trading Venue during that time period. The amount of such discounts or rebates varies. Further, the U.S. listed options exchanges sponsor marketing fee programs through which registered market-makers receive payments from the exchanges based upon their market making status and/or as a result of their designation as a “preferenced” market maker by an exchange member with respect to certain options orders. GS&Co. may receive payments from “preferenced” registered market makers related to these exchange-sponsored marketing fee programs. The amount of such payments varies. PWM will effect trades for an Advisory Account through such ECNs/Trading Venues only if PWM reasonably believes that such trades are in the best interest of the Advisory Account and that the requirements of applicable law have been satisfied. As discussed in further detail in Item 12, Brokerage Practices, PWM executes transactions with Goldman Sachs. or unaffiliated broker-dealers in accordance with its best execution policies and procedures.

Read the rest in the brochure

Code of Ethics and Personal Trading GS&Co. has adopted a Code of Ethics (“Code”) under Rule 204A-1 of the Advisers Act designed to provide that Advisory Personnel, and certain additional Personnel of Goldman Sachs who support GS&Co., comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions. The Code imposes certain restrictions on securities transactions in the personal Accounts of covered persons to help avoid conflicts of interest. Subject to the limitations of the Code, covered persons buy and sell securities or other investments for their personal Accounts, including investments in pooled investment vehicles that are sponsored, managed or advised by Goldman Sachs, and also take positions that are the same as, different from, or made at different times than, positions taken (directly or indirectly) for Advisory Accounts. GS&Co. provides a copy of the Code to clients or prospective clients upon request. Additionally, all Personnel of Goldman Sachs, including Advisory Personnel, are subject to firm-wide policies and procedures regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading. GS&Co. requires pre-clearance of certain personal securities transactions, both public and private, by Advisory Personnel and GS&Co. can deny any such transaction in its discretion. In order to address potential conflicts of interest with the Advisory Accounts and other legal and regulatory restrictions (such as when GS&Co. has confidential information about a portfolio company), Goldman Sachs maintains a list of securities in which Advisory Personnel cannot trade. In addition, GS&Co. prohibits its employees from accepting gifts and entertainment that could influence, or appear to influence, their business judgment. This generally includes gifts of more than $300 or meals and other business-related entertainment that may be considered lavish or extraordinary and therefore raise a question or appearance of impropriety. Participation or Interest in Client Transactions Goldman Sachs is a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization and a major participant in global financial markets. As such, it provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments, and individuals. Goldman Sachs acts as broker-dealer, investment adviser, investment banker, underwriter, research provider, administrator, financier, adviser, market maker, trader, prime broker, derivatives dealer, clearing agent, lender, custodian, counterparty, agent, principal,

distributor, investor or in other commercial capacities for accounts or companies or affiliated or unaffiliated funds in which certain Advisory Accounts have an interest. In those and other capacities, Goldman Sachs advises and deals with clients and third parties in all markets and transactions and purchases, sells, holds and recommends a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for its own accounts and for the accounts of clients and of its Personnel. In addition, Goldman Sachs has direct and indirect interests in the global fixed income, currency, commodity, equities, bank loan and other markets. In certain cases, Goldman Sachs causes Advisory Accounts to invest in products and strategies sponsored, managed or advised by Goldman Sachs or in which Goldman Sachs has an interest, either directly or indirectly, or otherwise restricts Advisory Accounts from making such investments, as further described herein. In this regard, there are instances when Goldman Sachs’ activities and dealings with other clients and third parties affect Advisory Accounts in ways that disadvantage Advisory Accounts and/or benefit Goldman Sachs or other Accounts (including Advisory Accounts). Additionally, as described below, GS&Co. faces conflicts of interest arising out of Goldman Sachs’ relationships and business dealings in connection with decisions to take or refrain from taking certain actions on behalf of Advisory Accounts when doing so would be adverse to Goldman Sachs’ relationships or other business dealings with such parties. See Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading— Participation or Interest in Client Transactions—Differing Advice and Competing Interests. The following are descriptions of certain conflicts of interest and potential conflicts of interest that are associated with the financial or other interests that Goldman Sachs may have in advising or dealing with other clients (including other Advisory Accounts) or third parties or in acting on its own behalf. The conflicts herein do not purport to be a complete list or explanation of the conflicts associated with the financial or other interests GS&Co. or Goldman Sachs may have now or in the future. Prior to making an investment in a pooled investment vehicle, prospective investors are encouraged to read the offering materials relating to such pooled investment vehicle. Goldman Sachs Acting in Multiple Commercial Capacities Goldman Sachs faces conflicts of interest in providing and selecting services for Advisory Accounts because Goldman Sachs provides many services and has many commercial relationships with companies and affiliated and unaffiliated funds (or their applicable personnel). In this regard, Goldman Sachs could provide custody, distribution, transfer agency, administrative, lending or other services to Advisory Accounts, an underlying fund or a company in which an Advisory Account has an interest. In addition, a company in which an Advisory Account has an interest (or in which an Advisory Account acquires an interest in the future) may hire Goldman Sachs to provide underwriting, merger advisory, other financial advisory, placement agency, foreign currency or other hedging, research, asset management services, brokerage services or other services to the company. Furthermore, Goldman Sachs sponsors, manages, advises or provides services to affiliated and unaffiliated funds (or their personnel) in which Advisory Accounts invest. and also provides guarantees with respect to certain fixed income investment products in which certain Advisory Accounts may invest. In addition, Goldman Sachs may simultaneously provide the same or different services to a portfolio company and certain personnel thereof. In connection with such commercial relationships and services, Goldman Sachs receives fees, compensation and remuneration that should be expected to be substantial, as well as other benefits. For example, providing such services enhances Goldman Sachs’ relationships with various parties, facilitate additional business development and enable Goldman Sachs to obtain additional business and/or generate additional revenue. Advisory Accounts will not be entitled to compensation related to any such benefit to businesses of Goldman Sachs, including PWM. In addition, such relationships may have an adverse impact on Advisory Accounts, including, for example, by restricting potential investment opportunities, as described below, incentivizing Goldman Sachs to take or refrain from taking certain actions on behalf of Advisory Accounts when doing so would be adverse to such business relationships, and/or influencing GS&Co.’s selection or recommendation of certain investment products and/or strategies over others. See also Allocation of Investment Opportunities, below. In connection with providing such services, Goldman Sachs takes commercial steps in its own interest, or advises the parties to which it is providing services, or takes other actions any of which may have an adverse effect on an Advisory Account. Such actions may benefit Goldman Sachs. For example, Goldman

Sachs is incentivized to cause Advisory Accounts to invest, directly or indirectly, in securities, bank loans or other obligations of companies affiliated with Goldman Sachs, advised by Goldman Sachs (including GS&Co.) or in which Goldman Sachs or Accounts (including Advisory Accounts) have an equity, debt or other interest, or to engage in investment transactions that may result in Goldman Sachs or other Accounts (including through other Advisory Accounts) being relieved of obligations or otherwise divested of investments. Similarly, certain Advisory Accounts acquire securities or indebtedness of a company affiliated with Goldman Sachs directly or indirectly through syndicate or secondary market purchases, or make a loan to, or purchase securities from, a company that uses the proceeds to repay loans made by Goldman Sachs. These activities by an Advisory Account may enhance the profitability of Goldman Sachs or other Accounts (including Advisory Accounts) with respect to their investment in and activities relating to such companies. Advisory Accounts will not be entitled to compensation as a result of this enhanced profitability. Providing such services may also have an adverse effect on Advisory Accounts. For example, Goldman Sachs makes loans to, and enters into margin, asset-based or other credit facilities or similar transactions with, clients, companies, individuals, or Managers or their affiliates that are secured by publicly or privately held securities or other assets, including by a client’s assets or interests in an Advisory Account. Some of these borrowers are public or private companies, or founders, officers or shareholders in companies in which Goldman Sachs, funds managed by Goldman Sachs, or Advisory Accounts or other Accounts (directly or indirectly) invest, and such loans may be secured by securities of such companies, which may be the same as, pari passu with, or more senior or junior to, interests held (directly or indirectly) by Goldman Sachs, funds managed by Goldman Sachs, Advisory Accounts or other Accounts. For example, Goldman Sachs has in the past extended, and expects to continue to extend, loans to persons who own and/or control the management companies and/or general partners of underlying funds in which Advisory Accounts invest (such loans, “Management Loans”). Management Loans in some cases are collateralized by management company interests, general partner interests, limited partner interests, carried interest allocations, and/or other securities or contractual rights relating to Underlying Funds in which Advisory Accounts invest. In connection with its rights as lender, Goldman Sachs acts to protect its own commercial interest and may take actions that adversely affect the borrower, including by liquidating or causing the liquidation of securities on behalf of a borrower or foreclosing and liquidating such securities in Goldman Sachs’ own name, or assuming control over the relevant collateral. Goldman Sachs will be under no obligation to consider the interests of Advisory Accounts (even Advisory Accounts that have direct or indirect investments in the Underlying Fund(s) that served as collateral in whole or in part for a particular Management Loan). Such actions will adversely affect Advisory Accounts (if, for example, a large position in securities is liquidated, among the other potential adverse consequences, the value of such security declines rapidly and Advisory Accounts holding (directly or indirectly) such security in turn declines in value or are unable to liquidate their positions in such security at an advantageous price or at all). With respect to Management Loans, the exercise of Goldman Sachs’ remedies could result in changes to the ownership, management or control of one or more Underlying Funds, potentially affecting the performance, strategy, or operations of Advisory Accounts that invest in such Underlying Funds. For a discussion of certain additional conflicts associated with Goldman Sachs or clients, on the one hand, and a particular Advisory Account, on the other hand, investing in or extending credit to different parts of the capital structure of a single issuer, see Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure. Actions taken or advised to be taken by Goldman Sachs in connection with other types of services and transactions may also result in adverse consequences for Advisory Accounts. For example, if Goldman Sachs advises a company to make changes to its capital structure, the result could be a reduction in the value or priority of a security held (directly or indirectly) by Advisory Accounts. For more information in this regard, see Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure, below. In addition, underwriters, placement agents or managers of IPOs, including GS&Co., often require clients who hold privately placed securities of a company to execute a lock-up agreement prior to such company’s IPO restricting the resale of the securities for a period of time before and following the IPO. As a result, GS&Co. will be restricted from selling the securities in such clients’ Advisory Accounts at a more favorable price. Certain of Goldman Sachs’ activities on behalf of its clients also restrict investment opportunities that are otherwise available to Advisory Accounts. For example, Goldman Sachs is often engaged by companies as a financial advisor, or to provide financing or other services, in connection with commercial transactions

Read the rest in the brochure

Broker-Dealer Selection and Directed Brokerage Investment advisory services provided by GS&Co. are generally available only to clients who have directed GS&Co. to execute transactions for their Advisory Accounts through Goldman Sachs. As a result, substantially all transactions for Advisory Accounts are executed by Goldman Sachs. These transactions can be effected by Goldman Sachs as agent or as principal. Execution Charges can differ depending on the client’s pricing model. See Item 5 – Fees and Compensation. Where an Advisory Account directs brokerage to Goldman Sachs, it is possible that GS&Co. may be unable to achieve most favorable execution for Advisory Account transactions, and the Advisory Account may be disadvantaged as a result of a less favorable execution price and/or higher commissions. Clients should understand that not all advisers require their clients to direct brokerage to a particular broker-dealer. In certain circumstances, GS&Co. may decide to execute transactions through a broker-dealer that is not affiliated with Goldman Sachs. Where GS&Co. selects a broker-dealer other than Goldman Sachs to execute transactions for an Advisory Account, it does so according to its best execution policies and procedures. Subject to any specific instructions that GS&Co accepts from clients, GS&Co may take into account a range of factors in deciding how to execute client orders, including, but not limited to, price; costs; timing and speed of execution; responsiveness; track record; quality of service; confidentiality; creditworthiness and financial stability; likelihood of, and capabilities in, execution, clearance and settlement; size; liquidity in or with an execution venue; nature; in certain circumstances, a broker’s or counterparty’s willingness to commit capital and, where permitted by applicable law, the provision of research and “soft dollar” benefits as described below; and other appropriate factors. Best price, giving effect to commissions and commission equivalents (if any) and other transaction costs, is normally an important factor in deciding how to execute transactions, but, in consideration of other relevant factors and due to applicable legal and/or regulatory restrictions, transactions will not always be executed at the lowest available price or commission or commission equivalents (if any). In determining the relative importance of factors considered, GS&Co takes into account the size and nature of client orders, the characteristics of the financial instruments to which the order relates, the current market conditions, and the characteristics of the available brokers or counterparties which can be used or to which client orders can be directed. Where GS&Co. selects or recommends a broker-dealer other than Goldman Sachs, GS&Co does not consider whether it or any of its affiliates receives client referrals from that broker-dealer. Aggregation of Orders GS&Co. seeks to execute orders for Advisory Accounts fairly and equitably over time. GS&Co. follows policies and procedures pursuant to which it is able (but not required) to combine or aggregate purchase or sale orders for the same security or other instrument for multiple clients (sometimes called “bunching” or “aggregating”) so that the orders can be executed at the same time. GS&Co. may also determine whether to permit the executing broker (whether GS&Co., affiliates of GS&Co. or an unaffiliated broker) to trade along with client orders, subject to applicable law. The particular procedures followed by GS&Co. may differ depending on the particular strategy or type of investment. GS&Co. and its advisory affiliates as a general matter do not bunch or aggregate orders for different accounts, or net buy and sell orders for the same account, if portfolio management decisions relating to the orders are made by separate Advisory Personnel or Portfolio Management Teams, or if bunching,

aggregating or netting are not appropriate or practicable from GS&Co.’s operational or other perspective. GS&Co. 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. GS&Co. is under no obligation or other duty to aggregate or net for particular orders. Where transactions for a client’s account are not aggregated with orders for other accounts or not netted against orders for the client’s account or other client accounts, the client will not benefit from a better price and lower commission rate or lower transaction cost that might have been available had the orders been aggregated or netted. Aggregation and netting of orders may disproportionately benefit some Advisory Accounts relative to other Advisory Accounts due to the relative amount of market savings obtained by the Advisory Accounts. GS&Co. generally allocates the securities or other instruments purchased, or proceeds of a sale, from a bunched order among the participating accounts in the manner indicated on the order. If the order is filled at several different prices through multiple trades, generally all participating accounts will receive the average price and pay the average commission, subject to odd lots, rounding, and market practice. There may be instances in which not all Advisory Accounts are charged the same commission or commission equivalent rates in a bunched or aggregated order including minimum denomination requirements and restrictions under applicable law on the use of client commissions to pay for research services. When a bunched order is partially filled for an Advisory Account, securities must be allocated proportionately based upon the relative size of the particular client’s pre-trade designation subject to odd-lots, minimum denomination requirements or other circumstances where it would be impractical or not in the client’s best interest to provide a partial allocation. Account Errors and Error Resolution GS&Co. 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 GS&Co. has committed an error. Pursuant to GS&Co.’s policy, an error is generally compensable from GS&Co. to a client when it is a mistake (whether an action or inaction) in which GS&Co. has, in GS&Co.’s reasonable view, deviated from the applicable standard of care in managing the client’s assets, subject to materiality and other considerations. GS&Co. makes its determinations pursuant to its error policies on a case-bycase basis, in its discretion, based on factors it considers reasonable. Relevant facts and circumstances GS&Co. may consider include, among others, the nature of the service being provided at the time of the incident, whether intervening causes including the action or inaction of third parties caused or contributed to the incident, specific applicable contractual and legal restrictions and standards of care, whether a client’s investment objective was contravened, the nature of the client’s investment approach, whether a contractual guideline was violated, the nature and materiality of the relevant circumstances and the materiality of any resulting losses or gains. The determination by GS&Co. to treat (or not treat) an incident as compensable, and any calculation of compensation in respect thereof for any one client or Advisory Account managed or advised by GS&Co. may differ from the determination and calculation made by GS&Co. in respect to one or more other clients or Advisory Accounts. When GS&Co. determines that compensation by GS&Co. is appropriate, the client will be compensated as determined in good faith by GS&Co. GS&Co. will determine the amount to be reimbursed, if any, based on what it considers reasonable guidelines regarding these matters in light of all of the facts and circumstances related to the incident. In general, compensation is expected to be limited to direct and actual losses, and GS&Co. expects, subject to its discretion, that losses will be netted with any gains arising from a particular incident. Compensation generally will not include any amounts or measures that GS&Co. considers to be speculative or uncertain. In calculating any reimbursement amount, GS&Co. generally will not consider tax implications for, or the tax status of, any affected client. GS&Co. may at any time, in its sole discretion and without notice to clients, amend or supplement its policies with respect to account errors and error resolution. Research and Other Soft Dollar Benefits

Subject to applicable law, PWM often selects U.S. and non-U.S. broker-dealers (including GS&Co. affiliates) that furnish PWM, Advisory Accounts, PWM affiliates, and personnel involved in decisionmaking for Advisory Accounts with proprietary or third-party brokerage and research services (collectively, “brokerage and research services”) that provide, in PWM’s view, appropriate assistance to PWM in the investment decision-making process. While they are not currently, these brokerage and research services could be bundled with the trade execution, clearing, or settlement services provided by a particular brokerdealer and, subject to applicable law, PWM may pay for such brokerage and research services with client commissions (or “soft dollars”). The types of brokerage and research services that PWM may acquire with client brokerage commissions include: 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). Were PWM to use client commissions to obtain brokerage and research services, PWM would receive a benefit because PWM would not have to produce or pay for the brokerage and research services itself. As a result, PWM will have an incentive to select or recommend a broker-dealer based on PWM’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, were PWM to use client commissions to obtain proprietary research services from an affiliate, PWM 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, PWM 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 PWM. The reasonableness of these commissions will be viewed in terms of the particular transactions or PWM’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 PWM may cause clients to pay commissions higher than those charged by other broker-dealers as a result of the soft dollar benefits received by PWM. PWM’s evaluation of the brokerage and research services provided by a broker-dealer may be a significant factor in selecting a broker-dealer to effect transactions. For this purpose, PWM has established an annual review in which certain Portfolio Management Teams review the relationship with broker-dealers that supply them with brokerage and research services. Arrangements under which PWM receives brokerage and research services could vary by product, strategy, Account or applicable law in the jurisdictions in which PWM conducts business. Advisory Accounts could 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 PWM, 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 PWM. In connection with these practices, subject to applicable law and PWM’s policies and procedures, brokerage and research services obtained through commissions paid by a client or clients whose Advisory

Read the rest in the brochure

From time to time, GS&Co. makes cash or non-cash payments for testimonials, endorsements, or client referrals to affiliated and unaffiliated persons or entities in accordance with applicable laws. In the case of client referrals, the compensation arrangements generally are either a flat fee calculated and paid on a periodic basis or a fee based on a percentage of the advisory fees paid to GS&Co. by the referred clients and are disclosed to clients. In addition, from time to time, GS&Co. compensates employees of GS&Co. and its affiliates for client referrals consistent with applicable laws. GS&Co. and its affiliates, including Goldman Sachs Wealth Services, also make referrals of clients to each other for whom such entity’s services seem to be appropriate and will generally receive or pay, as the case may be, a percentage of fee revenue as compensation. Additionally, GS&Co. acts as a placement agent for certain insurance dedicated funds (“IDFs”) managed by Unaffiliated Managers. As a placement agent, GS&Co. will introduce certain clients to the IDFs, and such clients may allocate a portion of their private placement insurance policies to the IDFs. Each placement is performed in compliance with applicable laws. GS&Co. may be paid a portion of the fee charged and collected by the IDFs, the investment managers of the IDFs, or sub-advisors to the investment managers of the IDFs for serving as a placement agent for the IDFs. Referrals by Affiliates

In certain circumstances, and in accordance with applicable laws, an affiliate of GS&Co. will refer clients to GS&Co. Payment for any such referrals may take the form of cash or non-cash compensation (including a reduction of management fees or performance-based compensation).

In the ordinary course of its business, GS&Co. and its management persons, as well as Goldman Sachs and/or other Goldman Sachs personnel, have in the past been, and may in the future be, subject to periodic audits, examinations, claims, litigation, formal and informal regulatory or other inquiries, requests for information, subpoenas, employment- related matters, disputes, investigations, and other civil, legal or regulatory proceedings involving the SEC, other regulatory authorities, or private parties. Such actions, investigations, litigation and claims have the potential to result in findings, conclusions, settlements, charges or various forms of sanctions against GS&Co. or its management persons, as well as Goldman Sachs and other Goldman Sachs personnel, including fines, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions and may increase the exposure of the Advisory Accounts, GS&Co. and Goldman Sachs to potential liabilities and to legal, compliance and other related costs. Such actions or proceedings may involve claims of strict liability or similar risks against Advisory Accounts in certain jurisdictions or in connection with certain types of activities. Information about GS&Co.’s investment management affiliates is contained in Part 1 of GS&Co.’s Form ADV. For information relating to other Goldman Sachs affiliates, please visit www.gs.com and refer to the public filings of The Goldman Sachs Group, Inc.

Review of Accounts GS&Co. regularly monitors the trading in Advisory Accounts for, among other things, transactions that are outside a client’s investment guidelines. Region Heads, or their delegates, in consultation with the responsible Advisory Personnel, conduct periodic reviews of Advisory Accounts to monitor for various factors that may affect the management of the Advisory Account, including changes to the client’s investment objectives, financial circumstances, portfolio performance, investment guidelines and investment concentrations. Additionally, GS&Co. periodically communicates with clients to ascertain whether there have been any changes in the client’s financial circumstances or objectives that warrant a change in the management of the client’s assets. In addition to periodic reviews, Advisory Personnel perform reviews of Advisory Accounts as they deem appropriate or otherwise required. Additional reviews may be undertaken for reasons including changes in market conditions, changes in security positions, changes in a client’s financial circumstances, or investment objectives and policies, or in response to a request by a client. Client Reports GS&Co. provides clients with written reports regarding their Advisory Accounts on a periodic (generally, monthly) basis. These reports generally include a summary of all activity in the Advisory Accounts, including all purchases and sales of securities and any debits and credits to the Advisory Account, a summary of holdings including a portfolio valuation, and the change in value of the Advisory Account from the end of the prior month.

GS&Co., in its capacity as a broker-dealer, generally custodies the funds and securities in Advisory Accounts. However, clients also may enter into separate custody agreements to maintain client funds and securities with other unaffiliated qualified custodians. Clients who custody funds and securities with GS&Co. receive periodic (generally, monthly) Account statements from GS&Co. Clients who custody funds and securities away from GS&Co. receive account statements directly from their qualified custodian as well as account statements and performance reports from GS&Co. Clients should understand that the statements received from the custodian of their funds or securities are the official records for the Advisory Account. Clients are urged to compare the account statements that they receive from their qualified custodian with any that they receive from GS&Co.

GS&Co. accepts discretionary authority to manage securities accounts on behalf of certain clients, while other clients are advised on a non-discretionary basis. Clients for which GS&Co. has investment discretion are required to sign an investment advisory agreement and complete account opening documentation that authorizes GS&Co. to supervise and direct the investment and potential reinvestment of assets in the Advisory Account, with discretion on the client’s behalf and at the client’s risk. GS&Co.’s discretionary authority is limited by the terms of its investment advisory agreements and the investment guidelines agreed between GS&Co. and each client. The investment guidelines or other account documents generally include any limitations a client may place on GS&Co.’s discretionary authority, including any reasonable restrictions on the securities and other financial instruments in which GS&Co. is authorized to invest.

GS&Co. does not accept authority to vote client securities held in Advisory Accounts. It is GS&Co.’s policy that clients must vote securities held in their Advisory Account directly, appoint or instruct the custodian, if other than GS&Co., holding such securities as nominee to do so, or appoint an unaffiliated provider of proxy voting services to vote proxies in connection with certain securities on the client’s behalf. Clients are responsible for voting proxies on securities or matters on which their proxy voting service provider, or the custodian, if applicable, declines to vote. GS&Co. does not render any advice with respect to a particular proxy solicitation. Certain Affiliated Managers may render such advice or take such action, unless restricted by applicable law or for regulatory reasons, in which case eligible clients will be requested to direct GS&Co. GS&Co. does not render any advice or take any action with respect to securities or other property currently or formerly held in Advisory Accounts or the issuers thereof that become the subject of any legal proceedings, including bankruptcies and class actions. In addition, GS&Co. generally does not render any advice or take any action with respect to corporate actions relating to securities held in Advisory Accounts, including the right to participate in or consent to any distribution, plan or reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting or similar plan. Notwithstanding the foregoing, managers of certain options strategies and/or fixed income strategies may render such advice or take such action, if specifically agreed to in writing, unless restricted by applicable law or for regulatory reasons, in which case eligible clients will be requested to direct GS&Co. If GS&Co. is custodian, it forwards proxy materials for U.S. listed securities directly to clients or their selected proxy voting service provider, if applicable, and notices for class actions and other legal proceedings directly to clients or their appointed agent. GS&Co. recommends that clients promptly review

these materials, as they identify important deadlines and may require action on the client’s part. Clients who do not custody assets with GS&Co. are encouraged to contact their unaffiliated custodians to ensure that the clients receive such materials. GS&Co. is not required to notify unaffiliated custodians or clients who use unaffiliated custodians of proxy notices, shareholder class action lawsuits and similar matters related to securities held in their Advisory Accounts.

Not applicable.

GLOSSARY As used in this Brochure, these terms have the following meanings. “Accounts” means Goldman Sachs’ own accounts, accounts in which Personnel have an interest, Goldman Sachs’ client accounts, and Affiliated Products that Goldman Sachs sponsors, manages and advises. For the avoidance of doubt, the term “Accounts” includes Advisory Accounts. “Advisers Act” means the Investment Advisers Act of 1940, as amended. “Advisory Accounts” means accounts that utilize structured investment strategies for which PWM serves as investment adviser. “Advisory Personnel” means members of the Portfolio Management Teams and other relevant personnel of PWM. “Affiliated Managers” means Managers that are affiliated with Goldman Sachs. “Affiliated Products” means investment products, including separately managed accounts and pooled vehicles managed, sponsored or advised by GS&Co. or Goldman Sachs. “Agency Trading Option” means an alternative trading option under which fixed income trades for certain fixed income strategies managed by Advisory Personnel generally are executed by GS&Co. on an agency basis. “Asset & Wealth Management” means the wealth management business of Goldman Sachs Asset & Wealth Management. “Bank Deposit Cash Sweep” means the cash sweep option available through a client’s Account to designate free credit balances to be swept to a bank deposit account at GS Bank. “BHCA” means the Bank Holding Company Act of 1956, as amended. “Brochure” means this GS&Co. Form ADV Part 2A – Third-Party Distribution. “CFTC” means the Commodity Futures Trading Commission. “Code” means GS&Co.’s Code of Ethics. “Co-Investment Opportunities” means Accounts or other persons receiving the opportunity to invest alongside funds or other Advisory Accounts with respect to one or more investments. “Commissions” means the amount charged by a broker for purchasing or selling securities or other investments as an agent for the client, as disclosed on the client’s trade confirmations. “Commission Equivalents” means the amount charged by a dealer for purchasing or selling securities or other investments in certain riskless principal transactions. “CPO” means commodity pool operator. “CTA” means commodity trading advisor. “Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended.

“ECNs/Trading Venues” means national securities exchanges, electronic communication networks, alternative trading systems and other similar execution or trading systems or venues. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ESG” means environmental, social, and governance-oriented investing. “ETFs” means exchange-traded funds. “Execution Charges” means charges for executing transactions, including but not limited to commissions, commission equivalents, mark-ups, mark-downs or spreads. “Execution Charge Waived Strategies” means eligible fixed income strategies and any other investment strategies managed by Advisory Personnel for which GS&Co. has determined, or may in the future determine, to waive commissions and/or mark-ups/mark-downs from time to time. “External Products” means investment products, including separately managed accounts and mutual funds managed, sponsored or advised or issued by Unaffiliated Managers. “FCM” means futures commission merchant. “FDIC” means the Federal Deposit Insurance Corporation. “Financial Planning” means the financial planning services provided by Goldman Sachs Wealth Services. “Funds” means an investment company or pooled vehicle, including ETFs. “Goldman Sachs” means The Goldman Sachs Group, Inc., GS&Co. and their respective affiliates, directors, partners, trustees, managers, members, officers and employees. “Goldman Sachs Wealth Services” means Goldman Sachs Wealth Services, L.P. (formerly known as The Ayco Company. L.P.). “GSAM LP” means Goldman Sachs Asset Management, L.P., an investment adviser registered with the SEC, and an affiliate of GS&Co. “GSAMI” means Goldman Sachs Asset Management International, a registered investment adviser with the SEC and an affiliate of GS&Co. “GSAM LP ETFs” means ETFs for which GSAM LP or its affiliates act as investment adviser. “GS&Co.” means Goldman Sachs & Co. LLC, a registered broker-dealer and investment adviser with the SEC. “GS Group” means The Goldman Sachs Group, Inc. “GS Bank” means Goldman Sachs Bank USA. “GSI” means Goldman Sachs International. “GSS” means Goldman Sachs Securities Services. “GSTC” means The Goldman Sachs Trust Company, N.A. “GSTD” means The Goldman Sachs Trust Company of Delaware.

“Hybrid Securities” means deeply subordinated long-term debt. “IBORs” means other interbank offered rates. “Index” means a stock market or other index developed or co-developed by Goldman Sachs and a third party. “IPOs” means initial public offerings and new issues. “IRC” means the Internal Revenue Code of 1986, as amended. “ISG” means the Goldman Sachs Private Wealth Management Investment Strategy Group. “LIBOR” means the London Interbank Offered Rate. “Managers” means Affiliated or Unaffiliated Managers that manage client assets on a discretionary basis under one or more investment strategies. “Mark-ups” means the price charged to a client, less the prevailing market price, which is included in the price of the security. “Mark-downs” means the prevailing market price of a security, less the amount a dealer pays to purchase the security from the client, which is included in the price of the security. “MLPs” means master limited partnerships. “Multi-Asset Class Portfolios” (or “Customized Multi-Asset Class Portfolios”) means portfolios that generally invest in a broad range of investment strategies, including but not limited to, pooled investment vehicles (both public and private), separately managed accounts (including those managed by other Portfolio Management Teams), public securities, and derivative instruments. Investment strategies may be Affiliated Products or 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, private credit funds and real estate funds), if approved by PWM. “NAV” means net asset value. “OTC” means over-the-counter. “Personnel” means personnel of Goldman Sachs, including Advisory Personnel. “Portfolio Management Teams” means the teams of portfolio management personnel within PWM. “Prime Services” means the Goldman Sachs business that provides prime brokerage, administrative and other services. “Principal Transactions” means transactions where GS&Co., on behalf of Advisory Accounts, engages in a transaction with Goldman Sachs, in its own name. “Primary Vehicles” means one or more funds or other Advisory Accounts intended to be focused on by GSAM LP, or receive priority with respect to, a particular strategy or type of investment. “PWM” means the Private Wealth Management group of GS&Co.

“Research” means research or research lists published by Goldman Sachs. “Retirement Plans” means IRAs under IRC Section 408 or 408A, tax-qualified retirement plans (including Keogh plans) under IRC Section 401(a), pension plans and other employee pension benefit plans subject to ERISA and Coverdell Education Savings Accounts. “Riskless Principal Transactions” mean transactions in which a dealer, after having received an order to buy from a client, purchases the security from another person to offset a contemporaneous sale to the client or, after having received an order to sell from a client, sells the security to another person to offset a contemporaneous purchase from the client. “SD” means swap dealer. “SEC” means the U.S. Securities and Exchange Commission. “Spread” means the difference between the current purchase or bid price (that is, the price someone is willing to pay) and the current ask or offer price (that is, the price at which someone is willing to sell). “Structured Investments” may include structured notes, certificates of deposits, warrants, ownership units and other types of investment interests, whose return is dependent on the returns of one or more referenced assets, including, but not limited to, securities, indices and/or commodities. “Tactical Tilts” means tactical investment ideas derived from short-term market views. “Third-Party Funds” means mutual funds and ETFs that are managed, sponsored or advised by investment managers or organizations that are not affiliated with Goldman Sachs. “Unaffiliated Managers” means Managers that are unaffiliated with Goldman Sachs. For purposes of this Brochure, “Unaffiliated Managers” include (i) investment advisers that are not controlled by Goldman Sachs, but in which certain Goldman Sachs-advised accounts hold equity, profits or other interests and (ii) investment advisers with which Goldman Sachs has business relationships. “XIG” means External Investing Group of GSAM LP. “XIG Program Fund” means investment vehicles managed by XIG that invest substantially all of their assets in primary investments in underlying funds managed by Unaffiliated Managers.