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Goldman Sachs & Co. LLC: investment adviser

Goldman Sachs & Co. LLC is an investment adviser registered with the SEC (file 801-16048, CRD 361). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed: $133.6B
Discretionary: 100%
Accounts: 46,269
Employees: 2,268
In advisory roles: 1,765
Disclosures: 526

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client type	Clients	Assets	Share
High net worth individuals	29,104	$51.0B	38.1%
Pension and profit-sharing plans	9	$4.7M	0.0%
Charities	1,040	$17.5B	13.1%
State and local governments	1	$5.8M	0.0%
Insurance companies	28	$288.9M	0.2%
Corporations	506	$16.9B	12.7%
Other: Gs trust company, indian tribes	15,580	$47.9B	35.9%

How it is paid

A percentage of assets under your management
Fixed fees (other than subscription fees)
Commissions
Performance-based fees
Other: Execution charges, custody, management fee

Services

Financial planning services
Portfolio management for individuals and/or small businesses
Portfolio management for pooled investment vehicles (other than investment companies)
Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
Selection of other advisers (including private fund managers)
Publication of periodicals or newsletters
Educational seminars/workshops

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

Owner	Type	Role	Stake	Since	Control	Public company
The Goldman Sachs Group, Inc.	Company (U.S.)	Class a member	E 75% or more	Apr 2017	Yes	Yes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.

Item 11 questions answered Yes

These questions cover the firm and its advisory affiliates.

In the past ten years, have you or any advisory affiliate: been charged with any felony?
In the past ten years, have you or any advisory affiliate: been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,
In the past ten years, have you or any advisory affiliate: been charged with a misdemeanor listed in Item 11.B.(1)?
Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: found you or any advisory affiliate to have made a false statement or omission?
Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: entered an order against you or any advisory affiliate in connection with investment-related activity?
Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?
Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity?
Has any self-regulatory organization or commodities exchange ever: found you or any advisory affiliate to have made a false statement or omission?
Has any self-regulatory organization or commodities exchange ever: found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,
(1) Has any domestic or foreign court: in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?
(1) Has any domestic or foreign court: ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?
(1) Has any domestic or foreign court: ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatory authority?
(1) Has any domestic or foreign court: Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?

Actions about the firm (388)

Nov 12, 2025
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $6,000 · Begun Nov 12, 2025 · Resolved Nov 12, 2025 · Decision · Docket 25-1813
On November 12, 2025, CME Group market regulation ("CME") provided notice of the conclusion of its 2025 electronic trading recordkeeping exam of Goldman Sachs & Co. LLC ("GSCO") for trade dates April 1 through June 30, 2025. During the review, CME identified an issue concerning certain operator ids that were active and required to be registered in the exchange fee system but were not registered until after the review period, in violation of CME rule 576 ("identification of globex terminal operators"). CME confirmed the operator ids were registered as of September 2, 2025.
CME imposed a summary fine of $6,000, which gsco paid on December 1, 2025.
Aug 7, 2025
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $250,000 · Begun Aug 7, 2025 · Resolved Aug 7, 2025 · Acceptance, Waiver & Consent(AWC) · Docket 2022073415001
Goldman Sachs & Co. LLC ("GSCO") submitted a letter of acceptance, waiver and consent ("AWC") that was accepted by the Financial Industry Regulatory Authority ("FINRA") and became final on August 7, 2025. The AWC resolved alleged violations of FINRA rules 5121 and 2010 in July 2021, and alleged violations of FINRA rules 1210, 3110 and 2010 between May 2021 and March 2022. The AWC states that GSCO participated in an initial public offering in which it had a conflict of interest, but a qualified independent underwriter did not participate in the preparation of the registration statement and prospectus. Additionally, the AWC states that GSCO permitted four individuals to perform investment banking activities requiring registration during periods when they were not registered with FINRA in any capacity, and that GSCO's supervisory system, including its written procedures, was not reasonably designed to achieve compliance with FINRA registration requirements.
On August 7, 2025, without admitting or denying the allegations or findings in the AWC, gsco consented to a censure and a fine in the amount of $250,000. Gsco paid the fine by wire submission on August 28, 2025.
May 13, 2025
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1.4M · Begun May 13, 2025 · Resolved May 13, 2025 · Acceptance, Waiver & Consent(AWC) · Docket 2022074103601
Goldman Sachs & Co. LLC ("gsco" or the "firm") settled parallel matters with the Financial Industry Regulatory Authority (FINRA) and investors exchange LLC (IEX). Without admitting or denying the findings, the firm consented to the sanctions and findings by FINRA that (1) gsco failed to accurately report data for 36.6 billion equity order events to the consolidated audit trail (CAT) central repository between June 2020 and June 2023, and had related supervisory failures, in violation of FINRA rules; and (2) due to a configuration error, from October 22, 2021 to November 16, 2021, gsco made over 90 million inaccurate order memoranda, inaccurately reported over 6.8 million trades and overreported over 98,000 trades to a trade reporting facility, and issued over 372,000 inaccurate trade confirmations, and had related supervisory failures, in violation of the Securities Exchange Act of 1934 and FINRA rules.
For these violations, gsco was censured and fined $1,450,000, of which $1,355,000 is payable to FINRA and the remaining amount to iex. The firm has processed its payment to FINRA via wire.
May 12, 2025
Regulatory Action: Investors Exchange LLC (Iex) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $95,000 · Begun May 12, 2025 · Resolved May 12, 2025 · Acceptance, Waiver & Consent(AWC) · Docket 2022074103602
Goldman Sachs & Co. LLC ("gsco" or the "firm") settled parallel matters with the Financial Industry Regulatory Authority (FINRA) and Investors Exchange LLC (Iex). Without admitting or denying the findings, the firm consented to the sanctions and findings by IEX that due to a configuration error, from October 22, 2021 to November 16, 2021, gsco input over 16 million orders into IEX's system with inaccurate capacity, made and kept order memoranda for those orders that reflected inaccurate capacity, and had related supervisory failures, in violation of the Securities Exchange Act of 1934 and IEX rules.
For these violations, gsco was censured and fined $1,450,000, of which $95,000 is payable to iex and the remaining amount to FINRA. The firm has processed its payment to iex via wire.
Oct 30, 2024
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $4,000 · Begun Oct 30, 2024 · Resolved Oct 30, 2024 · Decision · Docket DQA-24-1536
On October 30, 2024, CME Group market regulation ("CME") concluded its 2024 electronic trading recordkeeping examination of Goldman Sachs & Co. LLC ("GSCO") for trade dates April 1 through June 30, 2024. During the review, CME found issues concerning certain operator ids that were active and required to be registered in the exchange fee system but were not registered until after the review period, in violation of CME rule 576 ("identification of globex terminal operators"). GSCO registered the operator ids during the examination.
CME imposed a $4,000 summary fine on gsco for failure to comply with CME rule 576. Gsco paid the fine on November 12, 2024.
Aug 14, 2024
Regulatory Action: CBOE Byx Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $7,500 · Begun Aug 9, 2024 · Resolved Aug 14, 2024 · Consent · Docket FILE NO. URE-257-06
On August 14, 2024, CBOE Byx Exchange, Inc. ("CBOE byx" or the "exchange") accepted a letter of consent ("LOC") submitted by Goldman Sachs & Co. LLC ("gsco" or the "firm"), in which gsco neither admitted nor denied the violations but consented to the sanctions. In connection with a December 15, 2022 order, CBOE byx found that gsco failed to implement reasonably designed pre- order controls to prevent erroneously priced limit orders from being entered on the exchange. As a result, the exchange determined that gsco violated SEC rule 15C3-5 and byx rule 3.2.
Pursuant to the loc, gsco was censured and agreed to pay a monetary fine of $7,500.
Aug 14, 2024
Regulatory Action: CBOE Edgx Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $7,500 · Begun Aug 9, 2024 · Resolved Aug 14, 2024 · Consent · Docket FILE NO. URE-257-07
On August 14, 2024, CBOE Edgx Exchange, Inc. ("CBOE edgx" or the "exchange") accepted a letter of consent ("LOC") submitted by Goldman Sachs & Co. LLC ("gsco" or the "firm"), in which gsco neither admitted nor denied the violations but consented to the sanctions. In connection with a December 15, 2022 order, CBOE edgx found that gsco failed to implement reasonably designed pre-order controls to prevent erroneously priced limit orders from being entered on the exchange. As a result, the exchange determined that gsco violated SEC rule 15C3-5 and edgx rule 3.2.
Pursuant to the loc, gsco was censured and agreed to pay a monetary fine of $7,500.
May 16, 2024
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun May 16, 2024 · Resolved May 16, 2024 · Decision · Docket DQA-24-1369
On May 16, 2024, the market regulation department of the CME Group Inc. ("CME") notified Goldman Sachs & Co. LLC ("gsco" or "the firm") that CME recently conducted a suspense account exam for trade dates October 1, 2023 through December 31, 2023, where CME identified potential violations of rule 536.c regarding bunched orders and orders eligible for post execution allocation, for using a general suspense account and not obtaining specific account designations until after order entry for six orders.
CME imposed a summary fine in the amount of $1,000, which gsco paid by submission of a wire on June 12, 2024.
Apr 30, 2024
Regulatory Action: ICE Futures U.S., Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $15,000 · Begun Apr 30, 2024 · Resolved Apr 30, 2024 · Decision · Docket 2023-025
On April 30, 2024, the market regulation department of ICE Futures U.S., Inc. ("IFUS") found that Goldman Sachs & Co. LLC ("GSCO") failed to meet the requirements of exchange rules 4.19(c)(II)(2), and 4.19(e), by failing to preserve the required order message data.
Ifus imposed a summary fine of $15,000, which gsco paid by submission of a wire on May 8, 2024.
Feb 21, 2024
Regulatory Action: ICE Futures U.S. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Feb 21, 2024 · Resolved Feb 21, 2024 · Settled · Docket 2022-033
On February 21, 2024, a subcommittee of the ICE Futures U.S. business conduct committee ("IFUS") determined that Goldman Sachs & Co. LLC ("GSCO") may have violated exchange rule 4.02(c) on July 29, 2022, when an employee, upon receipt of simultaneous buy and sell orders in the same futures contract, failed to inquire about the ownership to confirm whether they belonged to the same principal, and entered the orders resulting in a wash trade.
In accordance with the terms of settlement, in which gsco neither admitted nor denied the alleged rule violation, gsco agreed to pay a monetary penalty of $10,000. The fine was paid in full on February 26, 2024.
Feb 6, 2024
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $37,000 · Begun Feb 6, 2024 · Resolved Feb 6, 2024 · Acceptance, Waiver & Consent(AWC) · Docket 2019063499505
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Feb 6, 2024
Regulatory Action: Investors' Exchange LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $20,000 · Begun Feb 6, 2024 · Resolved Feb 6, 2024 · Acceptance, Waiver & Consent(AWC) · Docket 2019063499506
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Feb 6, 2024
Regulatory Action: Nasdaq BX, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $37,000 · Begun Feb 6, 2024 · Resolved Feb 6, 2024 · Acceptance, Waiver & Consent(AWC) · Docket 2019063499508
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, Inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Feb 6, 2024
Regulatory Action: Nasdaq PHLX LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $37,000 · Begun Feb 6, 2024 · Resolved Feb 6, 2024 · Acceptance, Waiver & Consent(AWC) · Docket 2019063499509
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Feb 6, 2024
Regulatory Action: Nasdaq Stock Market FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $37,000 · Begun Feb 6, 2024 · Resolved Feb 6, 2024 · Acceptance, Waiver & Consent(AWC) · Docket 2019063499507
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq Stock Market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Feb 5, 2024
Regulatory Action: NYSE American LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $37,000 · Begun Feb 5, 2024 · Resolved Feb 5, 2024 · Acceptance, Waiver & Consent(AWC) · Docket 2019063499511
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE American; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Feb 5, 2024
Regulatory Action: NYSE ARCA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $37,000 · Begun Feb 5, 2024 · Resolved Feb 5, 2024 · Acceptance, Waiver & Consent(AWC) · Docket 2019063499512
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Feb 5, 2024
Regulatory Action: NYSE Chicago, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $37,000 · Begun Feb 5, 2024 · Resolved Feb 5, 2024 · Acceptance, Waiver & Consent(AWC) · Docket 2019063499513
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE Chicago, Inc.; and $8,500 by NYSE national, inc.
Feb 5, 2024
Regulatory Action: NYSE National, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $8,500 · Begun Feb 5, 2024 · Resolved Feb 5, 2024 · Acceptance, Waiver & Consent(AWC) · Docket 2019063499514
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE National, Inc.
Feb 5, 2024
Regulatory Action: New York Stock Exchange FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $37,000 · Begun Feb 5, 2024 · Resolved Feb 5, 2024 · Acceptance, Waiver & Consent(AWC) · Docket 2019063499510
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Jan 25, 2024
Regulatory Action: CBOE Edgx Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $47,000 · Begun Jan 24, 2024 · Resolved Jan 25, 2024 · Consent · Docket STAR NO. 20190634995-03/FILE NO. URE-98-07
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE Edgx Exchange, Inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Jan 25, 2024
Regulatory Action: CBOE Edga Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $47,000 · Begun Jan 24, 2024 · Resolved Jan 25, 2024 · Consent · Docket STAR NO. 20190634995-04/FILE NO. URE-98-08
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE Edga Exchange, Inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Jan 25, 2024
Regulatory Action: CBOE BZX Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $47,000 · Begun Jan 24, 2024 · Resolved Jan 25, 2024 · Consent · Docket STAR NO. 20190634995-01/ FILE NO. URE-98-05
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE byx exchange, inc.; $47,000 by CBOE BZX Exchange, Inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Jan 25, 2024
Regulatory Action: CBOE Byx Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $47,000 · Begun Jan 24, 2024 · Resolved Jan 25, 2024 · Consent · Docket STAR NO. 201906349955-02/FILE NO. URE-98-06
Goldman Sachs & Co. LLC ("gsco" or the "firm"), submitted letters of consent and letters of acceptance, waiver, and consent (collectively, "letters"), which were accepted to enter settlements with FINRA and 13 exchanges. Gsco neither admitted nor denied the findings in the letters, and consented to the sanctions and entry of findings that its supervisory system was not reasonably designed to identify potentially manipulative trading activity. Specifically, FINRA and the 13 exchanges found that gsco failed to include warrants, rights, units, and certain over-the-counter ("OTC") equity securities in certain surveillance reports designed to identify potentially manipulative proprietary and customer trading. These securities were excluded for extended periods ranging from approximately two years to more than 12 years, between 2009 and 2023. The firm's supervisory system did not require a review of its automated surveillance reports, and as a result, gsco failed to detect these deficiencies. Gsco completed remediation for all surveillance reports, and also implemented reviews to identify if any security was inadvertently excluded from new or modified surveillance reports.
The firm was censured and fined a total amount of $512,500 by FINRA and the 13 exchanges, allocated as follows: $37,000 by FINRA; $47,000 by CBOE Byx Exchange, Inc.; $47,000 by CBOE BZX exchange, inc.; $47,000 by CBOE edga exchange, inc.; $47,000 by CBOE edgx exchange, inc.; $20,000 by investors exchange LLC; $37,000 by the Nasdaq stock market LLC; $37,000 by Nasdaq BX, inc.; $37,000 by Nasdaq PHLX LLC; $37,000 by the New York Stock Exchange LLC; $37,000 by NYSE american; $37,000 by NYSE ARCA, inc.; $37,000 by NYSE chicago, inc.; and $8,500 by NYSE national, inc.
Oct 13, 2023
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $150,000 · Begun Mar 16, 2023 · Resolved Oct 13, 2023 · Settled · Docket 23-CH-2312
On October 12, 2023, the clearing house risk committee of the CME Group Inc. ("CME") determined that Goldman Sachs & co . LLC ("GSCO") violated CBOT rule 930. E.3 for not maintaining accurate written records for certain performance bond calls in 2022.
Pursuant to an offer of settlement, in which gsco neither admitted nor denied the rule violation upon which the penalty is based, CME fined the firm $150,000 and agreed to waive the fine if no similar violation is found during the next risk based examination.
Oct 9, 2023
Regulatory Action: ICE Futures U.S. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $70,000 · Begun Sep 20, 2023 · Resolved Oct 9, 2023 · Settled · Docket 2022-009
On September 20, 2023, a subcommittee of the ICE Futures U.S. business conduct committee ("IFUS") determined that Goldman Sachs & Co. LLC ("GSCO") may have violated exchange rules 6.15(a) and 4.01(b) by inaccurately reporting large trader positions in multiple instances between November 2021 and November 2022, and failing to implement supervisory systems, policies, and procedures designed to ensure compliance with exchange rules.
Pursuant to an offer of settlement, in which gsco neither admitted nor denied the violations, gsco agreed to pay a monetary fine of $70,000. The fine was paid by submission of a wire on October 9, 2023.
Sep 29, 2023
Regulatory Action: CFTC FinalSanctions: Other · Fine: $30.0M · Begun Sep 29, 2023 · Resolved Sep 29, 2023 · Order · Docket 23-59
On September 29, 2023, the Commodity Futures Trading Commission ("commission" or "CFTC") issued an order against Goldman Sachs & Co. LLC ("GSCO"), accepting an offer of settlement submitted by GSCO, in which GSCO neither admitted nor denied the commission's findings. The CFTC found that from December 31, 2012 to the present, GSCO violated sections 2(a)(13)(f) and (g) and 4s(h)(1) of the Commodity Exchange Act ("CEA"), 7 U.S.C. §§ 2(a)(13)(f), (g), 6s(h)(1), and commission regulations 23.431(a)(3)(I), 23.602(a), 43.3(a)(1), 45.3(b)(1), 45.4(c), 45.6, 17 C.F.R. §§ 23.431(a)(3)(I), 23.602(a), 43.3(a)(1), 45.3(b)(1), 45.4(c), and 45.6 (2022) in connection with GSCO's alleged failure to report accurately and timely swap data, disclose certain PTMMMS in accordance with the CFTC's requirements, and supervise certain areas of its swap dealer business, including swap data reporting, pre-trade mid market marks ("PTMMM") disclosures, a personnel reporting line, clearing member risk management policy, notices regarding its initial margin model and to unsegregated clients, and disclosure of static material economic terms. GSCO has and continues to take remedial steps to address the deficiencies.
The CFTC ordered that gsco cease and desist from violating these provisions of the cea and commission regulations; comply with the conditions and undertakings enumerated in the offer; and pay a civil monetary penalty in the amount of $30,000,000. The fine was paid on October 5, 2023.
Sep 29, 2023
Regulatory Action: CFTC FinalSanctions: Other · Fine: $3.0M · Begun Sep 29, 2023 · Resolved Sep 29, 2023 · Order · Docket 23-60
On September 29, 2023, the Commodity Futures Trading Commission ("commission" or "CFTC") issued an order against Goldman Sachs & Co. LLC ("gsco" or the "firm"), accepting an offer of settlement submitted by gsco, in which gsco neither admitted nor denied the commission's findings. The CFTC found that gsco failed to maintain an adequate supervisory system with respect to disruptive trading, in violation of commission regulation 166.3, in connection with a single eight-minute trading episode from December 29, 2017. Additionally, the CFTC found that gsco reasonably should have known that the omission of information regarding the firm's control systems and their malfunction in connection with December 29, 2017 trading episode from a statement to the CFTC's division of enforcement was materially misleading, in violation of section 6(c)(2) of the Commodity Exchange Act.
The CFTC ordered that gsco cease and desist; comply with the conditions and undertakings enumerated in the offer; and pay a civil monetary penalty in the amount of $3,000,000. The fine was paid on October 5, 2023.
Sep 22, 2023
Regulatory Action: SEC FinalSanctions: Cease and Desist · Fine: $6.0M · Begun Sep 22, 2023 · Resolved Sep 22, 2023 · Order · Docket 3-21700
On September 22, 2023, the Securities and Exchange Commission ("SEC" or "commission") instituted public administrative and cease- and-desist proceedings against Goldman Sachs & Co. ("gsco" or "the firm") pursuant to sections 15(b) and 21c of the Securities Exchange Act of 1934 and section 203(e) of the Investment Advisers Act of 1940 ("Advisers Act"), based on their determination that federal securities laws were violated. Gsco admitted the SEC's jurisdiction and the facts set forth in the order and submitted an OFFER of settlement ("OFFER"), which the SEC accepted. The SEC found that from at least November 2012 through October 2022, at least 22,192 out of 52,147 of the electronic blue sheets ("EBS") submitted by gsco included inaccurate or incomplete information, resulting in the misreporting of trade data. As a result, the firm violated the recordkeeping and reporting requirements of section 17(a)(1) of the Exchange Act and rules 17A-4(j) and 17A-25. Gsco initiated a voluntary remediation program and is resubmitting corrected EBS to the commission.
The SEC ordered that gsco cease and desist; is censured; and pay a civil money penalty in the amount of $6,000,000. The fine was paid on October 3, 2023.
Sep 22, 2023
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $6.0M · Begun Sep 22, 2023 · Resolved Sep 22, 2023 · Acceptance, Waiver & Consent(AWC) · Docket 2019061945001
On September 22, 2023, the Financial Industry Regulatory Authority ("FINRA") accepted a letter of acceptance, waiver, and consent ("AWC") submitted by Goldman Sachs & Co. LLC ("gsco" or "the firm") in which gsco neither admitted nor denied FINRA's findings but consented to the sanctions and to the findings that from November 2012 through March 2022, it submitted almost 25,000 electronic blue sheets ("EBS") to FINRA that inaccurately reported one or more of 39 separate types of transaction information and misreported at least 97 million transactions. As a result, the firm violated FINRA rules 8211, 8213, and 2010. In addition, FINRA found the firm's failure to establish and maintain a supervisory system reasonably designed to achieve compliance with FINRA and the Securities and Exchange Commission ("SEC") EBS requirements was in violation of FINRA rules 3110, 2010 and NASD rule 3010. Gsco currently has an ongoing remediation program to improve its EBS system and address the discovered deficiencies.
Pursuant to the AWC, gsco was censured, is required to certify to FINRA within 90 days that it has remediated the issues identified in the AWC and implemented a supversory system resonably designed to achieve compliance with the relevant rules, and agreed to pay a monetary fine of $6,000,000. The fine was paid on October 3, 2023.
Aug 30, 2023
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $425,000 · Begun Aug 16, 2023 · Resolved Aug 30, 2023 · Acceptance, Waiver & Consent(AWC) · Docket 2020068197401
On August 16, 2023, the Financial Industry Regulatory Authority ("FINRA") accepted a letter of acceptance, waiver, and consent ("AWC") submitted by Goldman Sachs & Co. LLC ("gsco" or "the firm"), in which gsco neither admitted nor denied FINRA's findings. FINRA found that between July 2018 and September 2021, gsco failed to report, or inaccurately reported, over-the-counter ("OTC") options positions to the large options positions reporting ("LOPR") system. The findings stated the firm's systems failed to recognize that the accounts of certain customers were under common control or acted in concert. FINRA additionally found that gsco failed to maintain and enforce a supervisory system reasonably designed to achieve compliance with FINRA rule 2360(b) (5), which is a violation of FINRA rules 3110 and 2010.
Pursuant to the AWC, gsco was censured and agreed to pay a monetary fine in the amount of $425,000, which was paid in full via wire on August 30, 2023.
Aug 30, 2023
Regulatory Action: CBOE BZX Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $125,000 · Begun Aug 14, 2023 · Resolved Aug 30, 2023 · Consent · Docket FILE NO. URE-95-03/STAR NO. 20200664843
On August 15, 2023, CBOE BZX Exchange ("CBOE BZX" or the "exchange") accepted a letter of consent ("LOC") submitted by Goldman Sachs & Co. LLC ("gsco" or the "firm"), in which gsco neither admitted nor denied CBOE BZX's findings. CBOE BZX found that from October 2018 through February 2021, gsco failed to report or incorrectly reported certain options positions to the large options position report ("LOPR") and thus violated BZX rule 18.10(a). The exchange determined that BZX rule 5.1 was violated as a result of the firm's failure to establish, maintain and enforce written supervisory procedures and supervisory systems reasonably designed to prevent and detect violations of the firm's LOPR reporting obligations.
Pursuant to the loc, gsco was censured and agreed to pay a monetary fine in the amount of $125,000, which was paid in full via wire on August 30, 2023.
Aug 29, 2023
Regulatory Action: CFTC FinalSanctions: Other; N/a · Fine: $5.5M · Begun Aug 29, 2023 · Resolved Aug 29, 2023 · Order · Docket 23-39
On August 29, 2023, the Commodity Futures Trading Commission ("commission" or "CFTC") issued an order against Goldman Sachs & Co. LLC ("GSCO"), accepting an offer of settlement submitted by GSCO. The CFTC found that from at least March 2020 to November 2020 ("relevant period"), GSCO violated section 4s(f)(1)(c) of the Commodity Exchange Act ("act"), 7 U.S.C. § 6s(f)(1)(c), and commission regulations ("regulations") 1.31(b)(2) and 23.202(a)(1) and (b)(1), 17 C.F.R. §§ 1.31(b)(2), 23.202(a)(1), (b)(1) (2022), and violated the cease-and desist provision of a prior commission order. The commission found that GSCO used recording system components from two vendors to record certain phone calls, and due to failures in those systems, GSCO failed to make and retain a number of recordings of traders and sales personnel that contained the oral communications that led to the execution of swaps and related cash and forward transactions during the relevant period. Consequently, GSCO also violated an order that the commission had previously issued on November 26, 2019, related to other swap dealer recordkeeping violations under the same provisions. GSCO neither admitted nor denied any of CFTC's findings.
The CFTC ordered that gsco cease and desist, and pay a civil monetary penalty in the amount of $5,500,000. The fine was paid on September 8, 2023.
Aug 17, 2023
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Jul 27, 2023 · Resolved Aug 17, 2023 · Decision · Docket NYMEX CASE-23-1655
On July 27, 2023, the market regulation department of the CME Group Inc. ("CME") notified Goldman Sachs & Co. LLC ("gsco" or "the firm") that CME had identified reporting infractions with the firm's transfer trade reporting in violation of CME rule 853.A.6.
CME imposed a summary fine in the amount of $1,000, which gsco paid by submission of a wire on August 17, 2023.
Jul 21, 2023
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Jul 5, 2023 · Resolved Jul 21, 2023 · Decision · Docket RSRH-23-6886
On July 5, 2023, the market regulation department of the CME Group Inc. ("CME") completed a review of block trades reported by Goldman Sachs & Co. LLC ("GSCO") during the period January 2022 through April 2023, and found that in certain instances GSCO reported trades with inaccurate information, in violation of CME rule 526 and market regulation advisory notice RA2204-5, section 7.
CME imposed a summary fine in the amount of $5,000, which gsco paid by submission of a wire on July 24, 2023.
Jun 22, 2023
Regulatory Action: ICE Clear Credit LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $153,000 · Begun May 8, 2023 · Resolved Jun 22, 2023 · Decision · Docket 2023-404B-016
ICE Clear Credit LLC ("ICC") imposed a penalty of $153,000 on Goldman Sachs & Co. LLC ("GSCO") for failure to submit daily pricing information of index and single name products.
After reviewing gsco's response to the finding, including corrective measures to minimize risk of future reoccurrences, icc applied waivers available once annually to the previously imposed penalty.
Apr 10, 2023
Regulatory Action: CFTC FinalSanctions: Other; N/a · Fine: $15.0M · Begun Apr 10, 2023 · Resolved Apr 10, 2023 · Order · Docket 23-09
On April 10, 2023, the Commodity Futures Trading Commission ("commission" or "CFTC") issued an order against Goldman Sachs & Co. LLC ("GSCO"), accepting an offer of settlement submitted by GSCO. The CFTC found that from in or about April 2015 to at least September 2016 ("relevant period"), GSCO violated section 4s(h)(1) of the Commodity Exchange Act ("act"), 7 U.S.C. § 6s(h)(1), and sections 23.431 and 23.433, 17 C.F.R. §§ 23.431, 23.433, of the commission regulations ("regulations") in connection with certain swap transactions by failing to provide or providing inaccurate pre-trade-mid-market-marks ("PTMMM") to US-based counterparties and by failing to communicate in a fair and balanced manner based on principles of fair dealing and good faith. The swaps in question were equity-index swaps in which the equity leg of the swap was struck on the same day as the other material terms of the swap were agreed upon ("same-day swaps"), rather than the day after the date of agreement. GSCO admitted that for nearly all same-day swaps executed in 2015 and 2016 it either failed to disclose a PTMMM or failed to disclose an accurate PTMMM. GSCO netiher admitted nor denied the rest of the CFTC's findings.
The CFTC ordered that gsco cease and desist and pay a civil monetary penalty in the amount of $15,000,000. The fine was paid on April 20, 2023.
Apr 4, 2023
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1.1M · Begun Apr 22, 2022 · Resolved Apr 4, 2023 · Acceptance, Waiver & Consent(AWC) · Docket 2018059146501
On April 4, 2023, the Financial Industry Regulatory Authority ("FINRA") accepted a letter of acceptance, waiver, and consent ("AWC") submitted by goldmans Sachs & co. LLC ("GSCO"), in which GSCO neither admitted nor denied FINRA's findings. FINRA and 11 exchanges found, among other things, that GSCO incorrectly marked 59,981,252 short sale orders as long over a 3-year period from October 2015 to April 2018. The mismarked orders were caused by GSCO's implementation of an upgrade to relevant automated trading software that was intended to simplify certain order flow. According to the AWC, these mismarked orders violated rule 200(g) of the Exchange Act. The findings differ among the different exchanges and FINRA, but also generally allege trade reporting and recordkeeping violations as described in the AWC (no. 2018059146501). The firm corrected the coding and logic issues causing the mismarked orders upon notification of the same, has enhanced its order marking surveillance report, and also added an additional control designed to detect and prevent the routing of inaccurately marked short sale orders.
Pursuant to the AWC, gsco agreed to pay a total monetary fine in the amount of $3,000,000. The allocation amount payable to FINRA is $1,147,500, which was paid in full via wire on April 19, 2023. The remainder of the fine will be allocated to CBOE byx exchange, inc., CBOE BZX exchange, inc., CBOE edga exchange, inc., CBOE edgx exchange, inc., investors exchange LLC, Nasdaq stock market LLC, Nasdaq BX, inc., Nasdaq PHLX LLC, New York Stock Exchange LLC, NYSE american LLC, and NYSE ARCA, inc. for similar violations.
Apr 4, 2023
Regulatory Action: Investors Exchange LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $141,100 · Begun Apr 22, 2022 · Resolved Apr 4, 2023 · Acceptance, Waiver & Consent(AWC) · Docket 2018059146512
On April 4, 2023, Investors Exchange LLC ("iex" or the "exchange") accepted a letter of acceptance, waiver, and consent ("AWC") submitted by goldmans Sachs & co. LLC ("GSCO"), in which GSCO neither admitted nor denied the exchange's findings. FINRA and 11 exchanges found, among other things, that GSCO incorrectly marked 59,981,252 short sale orders as long over a 3-year period from October 2015 to April 2018. The mismarked orders were caused by GSCO's implementation of an upgrade to relevant automated trading software that was intended to simplify certain order flow. According to the AWC, these mismarked orders violated rule 200(g) of the Exchange Act. The findings differ among the different exchanges and FINRA, but also generally allege trade reporting and recordkeeping violations as described in the AWC (no. 2018059146512). The firm corrected the coding and logic issues causing the mismarked orders upon notification of the same, has enhanced its order marking surveillance report, and also added an additional control designed to detect and prevent the routing of inaccurately marked short sale orders.
Pursuant to the AWC, gsco agreed to pay a total monetary fine in the amount of $3,000,000. The allocation amount payable to iex is $141,100, which was paid in full via wire on April 20, 2023. The remainder of the fine will be allocated to CBOE byx exchange, inc., CBOE BZX exchange, inc., CBOE edga exchange, inc., CBOE edgx exchange, inc., Nasdaq stock market LLC, Nasdaq PHLX LLC, Nasdaq BX, inc., New York Stock Exchange LLC, NYSE american LLC, NYSE ARCA, inc. and the Financial Industry Regulatory Authority for similar violations.
Apr 4, 2023
Regulatory Action: The Nasdaq Stock Market LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $381,400 · Begun Apr 22, 2022 · Resolved Apr 4, 2023 · Acceptance, Waiver & Consent(AWC) · Docket 2018059146502
On April 4, 2023, The Nasdaq Stock Market LLC ("NASDAQ") accepted a letter of acceptance, waiver, and consent ("AWC") submitted by goldmans Sachs & co. LLC ("GSCO"), in which GSCO neither admitted nor denied NASDAQ's findings. FINRA and 11 exchanges found, among other things, that GSCO incorrectly marked 59,981,252 short sale orders as long over a 3-year period from October 2015 to April 2018. The mismarked orders were caused by GSCO's implementation of an upgrade to relevant automated trading software that was intended to simplify certain order flow. According to the AWC, these mismarked orders violated rule 200(g) of the Exchange Act. The findings differ among the different exchanges and FINRA, but also generally allege trade reporting and recordkeeping violations as described in the AWC (no. 2018059146502). The firm corrected the coding and logic issues causing the mismarked orders upon notification of the same, has enhanced its order marking surveillance report, and also added an additional control designed to detect and prevent the routing of inaccurately marked short sale orders.
Pursuant to the AWC, gsco agreed to pay a total monetary fine in the amount of $3,000,000. The allocation amount payable to Nasdaq is $381,400, which will be auto-debited. The remainder of the fine will be allocated to CBOE byx exchange, inc., CBOE BZX exchange, inc., CBOE edga exchange, inc., CBOE edgx exchange, inc., investors exchange LLC, Nasdaq PHLX LLC, Nasdaq BX, inc., New York Stock Exchange LLC, NYSE american LLC, NYSE ARCA, inc. and the Financial Industry Regulatory Authority for similar violations.
Apr 3, 2023
Regulatory Action: New York Stock Exchange LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $92,500 · Begun Apr 22, 2022 · Resolved Apr 3, 2023 · Acceptance, Waiver & Consent(AWC) · Docket 2018059146507
On March 21, 2023, the New York Stock Exchange LLC ("NYSE" or the "exchange") accepted a letter of acceptance, waiver, and consent ("AWC") submitted by goldmans Sachs & co. LLC ("GSCO"), in which GSCO neither admitted nor denied the exchange's findings. FINRA and 11 exchanges found, among other things, that GSCO incorrectly marked 59,981,252 short sale orders as long over a 3-year period from October 2015 to April 2018. The mismarked orders were caused by GSCO's implementation of an upgrade to relevant automated trading software that was intended to simplify certain order flow. According to the AWC, these mismarked orders violated rule 200(g) of the Exchange Act. The findings differ among the different exchanges and FINRA, but also generally allege trade reporting and recordkeeping violations as described in the AWC (no. 2018059146507). The firm corrected the coding and logic issues causing the mismarked orders upon notification of the same, has enhanced its order marking surveillance report, and also added an additional control designed to detect and prevent the routing of inaccurately marked short sale orders.
Pursuant to the AWC, gsco agreed to pay a total monetary fine in the amount of $3,000,000. The allocation amount payable to NYSE is $92,500, which was paid in full via wire on April 20, 2023. The remainder of the fine will be allocated to CBOE byx exchange, inc., CBOE BZX exchange, inc., CBOE edga exchange, inc., CBOE edgx exchange, inc., Nasdaq stock market LLC, Nasdaq PHLX LLC, Nasdaq BX, inc., NYSE american LLC, NYSE ARCA, inc, investors exchange LLC and the Financial Industry Regulatory Authority for similar violations.
Mar 31, 2023
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $50,000 · Begun Mar 17, 2023 · Resolved Mar 31, 2023 · Settled · Docket 23-CH-2308
On January 19, 2023, the clearing house risk committee of the CME Group Inc. ("CME") reviewed Goldman Sachs & Co. LLC's ("GSCO") response, and issued a charge letter dated January 20, 2023, which alleges that GSCO violated CME customer gross margining technical overview requirements and CME rule 980.g.
Pursuant to an offer of settlement, in which gsco neither admitted nor denied the rule violation upon which the penalty was based, gsco agreed to pay a fine in the amount of $50,000. The fine was paid in full via gsco's CME clearing firm bank account on March 31, 2023.
Mar 22, 2023
Regulatory Action: CBOE Byx Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $89,758 · Begun Apr 22, 2022 · Resolved Mar 22, 2023 · Consent · Docket STAR NO. 20180591465-09/FILE NO. URE-40-06
On March 24, 2023, CBOE Byx Exchange, Inc. ("byx" or the "exchange") accepted a letter of consent ("LOC") submitted by goldmans Sachs & co. LLC ("GSCO"), in which GSCO neither admitted nor denied the exchange's findings. FINRA and 11 exchanges found, among other things, that GSCO incorrectly marked 59,981,252 short sale orders as long over a 3-year period from October 2015 to April 2018. The mismarked orders were caused by GSCO's implementation of an upgrade to relevant automated trading software that was intended to simplify certain order flow. According to the LOC, these mismarked orders violated rule 200(g) of the Exchange Act. The findings differ among the different exchanges and FINRA, but also generally allege trade reporting and recordkeeping violations as described in the LOC. The firm corrected the coding and logic issues causing the mismarked orders upon notification of the same, has enhanced its order marking surveillance report, and also added an additional control designed to detect and prevent the routing of inaccurately marked short sale orders.
Pursuant to the loc, gsco agreed to pay a total monetary fine in the amount of $3,000,000. The allocation amount payable to byx is $89,758, which was paid in full via wire on April 05, 2023. The remainder of the fine will be allocated to CBOE BZX exchange, inc., CBOE edga exchange, inc., CBOE edgx exchange, inc., Nasdaq stock market LLC, Nasdaq PHLX LLC, Nasdaq BX, inc., investors exchange LLC, New York Stock Exchange LLC, NYSE american LLC, NYSE ARCA, inc. and the Financial Industry Regulatory Authority for similar violations.
Mar 13, 2023
Regulatory Action: ICE Clear Credit LLC PendingSanctions: Other; Pending · Begun Mar 13, 2023 · Docket 2023-401I-001
On March 13, 2023, ICE Clear Credit LLC ("ICC") alleged that a Goldman Sachs & Co. LLC ("GSCO") margin call payment was received six minutes after the required deadline resulting in a technical default in violation of ICE Clear Credit rule 401(I).
Gsco is in the process of responding to the allegations and detailing the circumstances relating to the subject margin payment. The matter is pending subject to review by icc.
Oct 14, 2022
Regulatory Action: CME Group, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Oct 6, 2022 · Resolved Oct 14, 2022 · Decision · Docket RSRH-22-6737
On October 6, 2022, the market regulation department of the CME Group inc. ("CME") notified Goldman Sachs & Co. LLC ("GSCO") that CME's 512 committee found that GSCO violated CME rule 561 for late adjustments to large trader reporting of certain listed futures and options positions on five trade dates in September 2022.
CME imposed a fine in the amount of $10,000, which gsco paid by submission of a wire on October 14, 2022.
Sep 27, 2022
Regulatory Action: CFTC FinalSanctions: Other · Fine: $75.0M · Begun Sep 27, 2022 · Resolved Sep 27, 2022 · Order · Docket 22-40
On September 27, 2022, the Commodity Futures Trading Commission ("CFTC") alleged they had reason to believe that from at least January 2016 to the present ("relevant period"), Goldman Sachs & Co. LLC ("GSCO" ) violated sections 4g, 4s(f)(1)(c), 4s(g)(1) and (3), and 4s(h)(1)(b) of the Commodity Exchange Act ("act"), 7 U.S.C. §§ 6g, 6s(f)(1)(c), 6s(g)(1), (3), 6s(h)(1)(b), and CFTC regulations ("regulations") 1.31, 1.35, 23.201(a), 23.202(a)(1) and (b)(1), 23.602(a), and 166.3, 17 C.F.R. §§ 1.31, 1.35, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a), 166.3 (2021). As a result, the CFTC deemed it appropriate to institute public administrative proceedings to determine whether GSCO engaged in the listed violations and determine whether any order should be issued imposing remedial sanctions. GSCO admitted and acknowledged their conduct violated the act and submitted an OFFER of settlement ("OFFER") which the CFTC accepted. The CFTC became aware of GSCO employee use of unapproved communication methods for business conversations during the course of an investigation into certain of GSCO's trading. As a result, the CFTC subpoenaed the records of four GSCO traders. The communications produced by the traders in response to those subpoenas indicated that the traders frequently used non- GSCO-approved methods of communication, including text and whatsapp ("off-channel communications"), to communicate with other GSCO traders and with brokers. The communications also revealed that employees at all levels of authority were involved in the use of these off-channel communications, which were sent and received by GSCO employees relating to GSCO's business as a CFTC registrant, which were required to be maintained under CFTC-mandated recordkeeping requirements. These records were generally not maintained and preserved by GSCO, and GSCO would not have been able to furnish such communications promptly to a CFTC representative if and when requested, which violates the act. In addition, the widespread use of unauthorized off- channel communications by GSCO's employees to conduct firm business violated GSCO's own policies and procedures, which prohibited such communications. Therefore, the CFTC found GSCO also failed to implement a diligent supervisory system to ensure compliance with the CFTC's recordkeeping requirements and the firm's own policies and procedures, and because the firm failed to maintain CFTC-required records, GSCO failed to diligently supervise matters related to its business as a CFTC registrant, in violation of the act.
The CFTC ordered that gsco cease and desist; is censured; complies with the undertakings enumerated in the offer; and pay a civil money penalty in the amount of $75,000,000. The fine was paid on October 14, 2022.
Sep 27, 2022
Regulatory Action: SEC FinalSanctions: Cease and Desist · Fine: $125.0M · Begun Sep 27, 2022 · Resolved Sep 27, 2022 · Order · Docket 3-21167
On September 27, 2022, the SEC instituted public administrative and cease-and-desist proceedings against Goldman Sachs & Co. ("GSCO") pursuant to sections 15(b) and 21c of the Securities Exchange Act of 1934 ("Exchange Act"), based on their determination that federal securities laws were violated. GSCO admitted and accepted the SEC's jurisdiction and the subject matter of these proceedings and submitted an OFFER of settlement ("OFFER") which the SEC accepted. The SEC found that from January 2018 to September 2021, GSCO employees used their personal devices to communicate both internally and externally by personal text messages or other text messaging platforms such as whatsapp ("off-channel communications"), in relation to the business of the broker-dealer operated by GSCO. GSCO's failure to maintain or preserve the substantial majority of these written communications was firm-wide, and involved employees at all levels of authority. As a result, GSCO violated section 17(a) of the Exchange Act and rule 17A-4(b)(4). The SEC found GSCO's failure to implement its policies and procedures that prohibit such off-channel communications led to its failure to supervise its employees within the meaning of section 15(b)(4)(e) of the Exchange Act. The SEC uncovered GSCO's misconduct after commencing a risk-based initiative to investigate the use of off-channel and unpreserved communications at broker-dealers. As a result, GSCO has initiated a review of its recordkeeping failures and begun a program of remediation.
The SEC ordered that gsco cease and desist; is censured; complies with the undertakings enumerated in the offer; and pay a civil money penalty in the amount of $125,000,000. The fine was paid on October 14, 2022.
Aug 8, 2022
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $7,000 · Begun Jul 20, 2022 · Resolved Aug 8, 2022 · Decision · Docket RSRH-22-6644
On July 20, 2022, the market regulation department of the CME Group Inc. ("CME") notified Goldman Sachs & Co. LLC ("GSCO") that CME's 512 committee found that GSCO violated CME rule 561 for late adjustments to large trader reporting of certain listed futures and options positions on six trade dates between June and July 2022.
CME imposed a fine in the amount of $7,000, which gsco paid by submission of a wire on August 8, 2022.
Jul 25, 2022
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $75,000 · Begun Mar 18, 2022 · Resolved Jul 25, 2022 · Settled · Docket 22-CH-2203
On March 17, 2022, the clearing house risk committee of the CME Group Inc. ("CME") reviewed Goldman Sachs & Co. LLC's ("GSCO") risk based examination report and the firm's response, and issued a charge letter dated March 18, 2022, which alleges that GSCO violated CBOT rule 930.E.3 in regards to maintaining sufficient written performance bond records.
Pursuant to an offer of settlement, in which gsco neither admitted nor denied the rule violation upon which the penalty is based, gsco agreed to pay a fine in the amount of $75,000. The fine was paid in full via gsco's CME clearing firm bank account on July 25, 2022.
May 24, 2022
Regulatory Action: Box Exchange LLC. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved May 24, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061102
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of box exchange LLC, and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
May 19, 2022
Regulatory Action: ICE Clear Credit LLC FinalSanctions: Other; Matter was finalized with a warning letter and is no longer reportable. Please move DRP to archive. · Begun Feb 23, 2022 · Resolved May 19, 2022 · Other · Docket 2022-401I-001
Matter was finalized with a warning letter and is no longer reportable. Please move DRP to archive. On February 23, 2022, ICE Clear Credit LLC ("ICE") alleged that a Goldman Sachs & Co. LLC ("GSCO") margin call payment was received nine minutes after the required deadline resulting in a technical default in violation of ICE Clear Credit rule 401(I).4
Apr 28, 2022
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Apr 13, 2022 · Resolved Apr 28, 2022 · Decision · Docket RSRH-22-6554
On April 13, 2022, the market regulation department of the CME Group Inc. ("CME") determined that Goldman Sachs & Co. LLC ("GSCO") violated CME rule 561, for late adjustments to large trader reporting of certain listed futures and options positions on six different trade dates in March 2022.
CME imposed a fine in the amount of $5000 which gsco paid by submission of a wire on April 28, 2022.
Apr 15, 2022
Regulatory Action: National Futures Association FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Undertaking · Fine: $2.5M · Begun Mar 31, 2022 · Resolved Apr 15, 2022 · Decision · Docket 22-BCC-003
On March 31, 2022, in conjunction with accepting Goldman Sachs & Co. LLC's offer to settle the matter, the NFA's business conduct committee ("BCC") issued a complaint against the firm alleging violations of NFA rule 2-49(a), for failure to comply with certain requirements under CFTC regulation 23, and NFA rule 2-49(b), for failing to promptly submit accurate and complete information as required by the NFA.
Goldman Sachs & Co. LLC made an offer to settle the matter, without admitting or denying liability, by paying a fine of $2,500,000 to NFA. On March 31, 2022, the BCC accepted the offer, and issued a decision (effective on April 15, 2022) ordering Goldman Sachs & Co. LLC to pay a fine in that amount. As part of a side letter executed in connection with the offer, the firm and NFA also agreed to additional terms and conditions with regard to a separate set of issues self-disclosed to NFA.
Apr 14, 2022
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $225,000 · Begun Dec 7, 2021 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 20190610611
Matter was finalized and disclosed in form BD amendments - see occurrence id numbers 2207388, 2198938, 2198016, 2198013, 2197898, 2197896, 2197884, 2197741, 2196513, 2196512, 2196511, 2196510, 2193636, 2193625, and 2193582. Please move DRP to archive. On December 7, 2021, Goldman Sachs & Co. LLC ("gsco" or the "firm") received a notice from FINRA's department of enforcement, on behalf of CBOE exchange, inc. ("CBOE") and other exchanges. During gsco's 2019 cycle options examination, they identified a potential violation relating to the firm's failure to establish, maintain and enforce a supervisory system related to the recording of transmittal times for options orders manually routed to floor brokers.
Apr 14, 2022
Regulatory Action: Miax Pearl, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061110
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of Miax Pearl, LLC, and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: Nasdaq Gemx, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061103
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of Nasdaq Gemx, LLC, and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: Nasdaq MRX, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061106
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of Nasdaq MRX, LLC, and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: Nasdaq Options Market FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061101
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of Nasdaq Options Market, and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: Nasdaq Ise, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061104
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of Nasdaq Ise, LLC, and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: NYSE American LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $3,500 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061108
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of NYSE American LLC, and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: CBOE C2 Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket STAR NO. 20190610611-13 / FILE NOS. USE-2251-02 & URE-39-02
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of CBOE C2 Exchange, Inc., and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: NYSE ARCA, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $80,750 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061107
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of NYSE ARCA, Inc., and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to comply with recordkeeping requirements and failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3 of the Securities Exchange Act of 1934, and the relevant exchange rules. FINRA has alleged that, during the period of January 2017 - December 2020, GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: CBOE BZX Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket STAR NO. 20190610611-15 / FILE NOS. USE-2251-03 & URE-39-03
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of CBOE BZX Exchange, Inc., and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: CBOE Edgx Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket STAR NO. 20190610611-12 / FILE NOS. USE-2251-04 & URE-39-04
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of CBOE Edgx Exchange, Inc., and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: CBOE Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket STAR NO. 20190610611-14 / FILE NOS. USE-2251-01 & URE-39-01
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of CBOE Exchange, Inc., and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: Miax Emerald, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061109
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of Miax Emerald, LLC, and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Apr 14, 2022
Regulatory Action: Miami International Securities Exchange, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 23, 2022 · Resolved Apr 14, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061111
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of Miami International Securities Exchange, LLC, and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3, and the relevant exchange rules. FINRA has alleged that GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Mar 23, 2022
Regulatory Action: Nasdaq PHLX LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $80,750 · Begun Mar 23, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2019061061105
On the back of an escalation from a trading and financial compliance exam, FINRA enforcement found, on behalf of Nasdaq PHLX, and other exchanges, that Goldman Sachs & Co. LLC ("GSCO") failed to comply with recordkeeping requirements and failed to establish and maintain a supervisory system reasonably designed to prevent and detect violations of rule 17A-3 of the Securities Exchange Act of 1934, and the relevant exchange rules. FINRA has alleged that, during the period of January 2017 - December 2020, GSCO did not systematically record timestamps on options orders that were routed manually to floor brokers, as required by the applicable rules.
Without admitting to or denying the findings, gsco has agreed to resolve the matter with the exchanges for an aggregate amount of $225,000.
Nov 30, 2021
Civil Judicial Action FinalSanctions: Money Damages (Private/Civil Complaint); Civil penalty of not less than $5,000 and not more than $10,000 per violation · Fine: $32.5M · Begun Aug 31, 2020 · Resolved Nov 30, 2021 · Settled
Goldman Sachs & Co. LLC ("GSCO") and other underwriters of residential mortgage-backed securities ("RMBS") were named in a complaint in intervention filed by the state of New Mexico on August 31, 2020 and moved to unseal a qui tam action initially filed by integra rec, LLC. the complaint in intervention asserted violations of the New Mexico fraud against taxpayers act, the New Mexico Securities Act, and the common law of New Mexico based on allegations the defendants misrepresented the nature, quality, characteristics, and risk profile of residential mortgage pools backing RMBS.
The state of New Mexico and the defendants, including gsco, entered into a settlement agreement for the total amount of $32,500,000 on November 19, 2021, in which the defendants settled all claims without any admission of liability or wrongdoing.
Nov 23, 2021
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Nov 11, 2021 · Resolved Nov 23, 2021 · Decision · Docket RSRH-21-6403
On November 11, 2021, the market regulation department of the CME Group Inc. ("CME") determined that Goldman Sachs & Co. LLC ("GSCO") violated CME rule 561 for late adjustments to large trader reporting of certain listed futures and options positions on six trade dates in positions in October 2021.
CME imposed a summary fine in the amount of $2,500, which gsco paid by submission of a wire on November 23, 2021.
Aug 20, 2021
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Aug 10, 2021 · Resolved Aug 20, 2021 · Decision · Docket RSRH-21-6304
In a notice dated August 10, 2021, the market regulation department of the CME Group Inc. ("CME") identified a reporting infraction related to a reduction of open interest of a futures position by Goldman Sachs & Co. LLC ("GSCO") in violation of rule 854, concurrent long and short positions.
CME imposed a fine in the amount of $2,500, which gsco paid by submission of a wire on August 20, 2021.
Jul 28, 2021
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,500 · Begun Jul 14, 2021 · Resolved Jul 28, 2021 · Decision · Docket RSRH-21-6265
On July 14, 2021, the market regulation department of the CME Group Inc. ("CME") determined that Goldman Sachs & Co. LLC ("GSCO") violated CME rule 561 for late adjustments to large trader reporting of listed futures positions in June 2021.
CME imposed a fine in the amount of $1,500, which gsco paid by submission of a wire on July 28, 2021.
Jun 3, 2021
Regulatory Action: ICE Futures Europe FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $14,437 · Begun May 26, 2021 · Resolved Jun 3, 2021 · Decision · Docket 16622
In a notice dated May 26, 2021, ICE Futures Europe ("ICE") found that Goldman Sachs & Co. LLC ("GSCO") violated ICE rule P.3 because a GSCO client held a position over the position limit in February 2021 wti crude futures at the close of business on January 14, 2021, without an exemption.
ICE issued a summary fine of euro 17,500 to gsco, which was paid on June 3, 2021.
May 27, 2021
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $50,000 · Begun May 27, 2021 · Resolved May 27, 2021 · Acceptance, Waiver & Consent(AWC) · Docket 2016049001401
Goldman Sachs & Co. LLC ("GSCO") submitted a letter of acceptance, waiver and consent ("AWC") that was accepted by the Financial Industry Regulatory Authority ("FINRA") and became final on May 27, 2021. The AWC resolved alleged violations of FINRA rules 7230a(g)(2), 7330(g)(2), and 2010 during various time periods between January 2015 and June 2019. The AWC states that GSCO failed to report timely or over-reported certain transactions to the FINRA/Nasdaq trade reporting facility and OTC reporting facility.
On May 27, 2021, without admitting or denying the allegations or findings in the AWC, gsco consented to a censure and a fine in the amount of $50,000. Gsco paid the fine by wire submission on July 7, 2021.
May 20, 2021
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Apr 26, 2021 · Resolved May 20, 2021 · Decision · Docket 21-0605
On May 19, 2021, the market regulation department of the CME Group Inc. ("CME") determined that Goldman Sachs & Co. LLC ("GSCO") trade data reviewed during its audit of trade dates December 2, 2020 through January 29, 2021 reflected a computerized trade reconstruction error rate in excess of the applicable 10% threshold levels, set forth in CME rule 536.f.
CME imposed a fine in the amount of $2,500, which gsco paid by submission of a wire on May 20, 2021.
Apr 5, 2021
Regulatory Action: ICE Clear Credit LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $20,000 · Begun Apr 5, 2021 · Resolved Apr 5, 2021 · Decision · Docket 2021-404B-004
On April 5, 2021, ICE Clear Credit LLC alleged that during March 2021, in one instance, Goldman Sachs & Co. LLC ("GSCO") violated ICE Clear Credit rule 404(b) by failing to submit forty-five single name prices on a timely basis.
ICE Clear Credit LLC imposed a fine of $20,000, which gsco paid by invoice in June 2021.
Jan 22, 2021
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure; undertaking · Fine: $1.2M · Begun Aug 16, 2018 · Resolved Jan 22, 2021 · Acceptance, Waiver & Consent(AWC) · Docket 2018059113701
Financial Industry Regulatory Authority, inc. ("FINRA") alleged that between the period of January 2015 and November 2019, Goldman Sachs & Co. LLC ("GSCO") violated (I) section 17(f)(2) of the securities and Exchange Act of 1934 (the "Exchange Act") and FINRA rule 2010, for failing to fingerprint 1,061 associated, non-registered individuals; (II) article III, section 3(b) of the FINRA by- laws, for allowing two individuals to be associated with the firm who were subject to statutory disqualification; (III) 17(a)(3) of the Exchange Act and FINRA rules 4511 and 2010, for failure to maintain adequate records of fingerprinting; and (IV) FINRA rules 3110 (a) and (b) and 2010, for failing to maintain a supervisory system and written supervisory procedures designed to ensure fingerprint screening of certain populations of non-registered associated individuals (namely employees who transferred to the firm from foreign offices and employees who joined the firm as a result of an acquisition).
Without admitting or denying the violations, the firm entered into a letter of acceptance, waiver and consent (the "AWC") with FINRA on January 22, 2021, pursuant to which the firm consented to (I) a censure; (II) a fine in the amount of $1,250,000, which was paid in full by wire on February 9, 2021; and (III) an undertaking to review the firm's systems and procedures regarding the identification, fingerprinting, and screening of non-registered associated persons, along with a written statement within 60 days of the AWC describing the methodology used to conduct the review and certifying that the firm has adopted and implemented policies and procedures reasonably designed to achieve compliance with the relevant laws and rules, as set forth in the AWC.
Jun 26, 2020
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $15,000 · Begun Mar 31, 2020 · Resolved Jun 26, 2020 · Settled · Docket CBOT 19-1192
On March 31, 2020, the CME Group market regulation department notified Goldman Sachs & Co. LLC ("GSCO") that it had completed its investigation into allegations that GSCO violated exchange rule 562. GSCO held a pro-rata share of mellon investment corporation's position excess for three business days on September 11, 2019, September 12, 2019, and September 13, 2019, before it was liquidated on September 16, 2019. The CME Group market regulation department alleges that GSCO failed to liquidate its pro- rata share in excess of limits or otherwise failed to ensure that its customer was in compliance with limits within a reasonable period of time. The above matter has now been referred to the CME Group market regulation's enforcement division. On June 15, 2020, a PANEL of the CBOT business conduct committee ("PANEL") concluded that GSCO had violated CBOT rule 562. In accordance with a settlement offer that became effective on June 17, 2020, the PANEL ordered GSCO to pay a fine in the amount of $15,000. GSCO neither admitted nor denied the rule violation upon which the penalty is based. The fine was paid in by GSCO by wire on June 26, 2020.
In accordance with a settlement offer that became effective on June 17, 2020, the panel ordered gsco to pay a fine in the amount of $15,000. Gsco neither admitted nor denied the rule violation upon which the penalty is based. The fine was paid in by gsco by wire on June 26, 2020.
Jun 22, 2020
Regulatory Action: NYSE ARCA, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $30,000 · Begun Jun 15, 2020 · Resolved Jun 22, 2020 · Acceptance, Waiver & Consent(AWC) · Docket 2019-08-00125
On June 15, 2020, a letter of acceptance, waiver and consent ("AWC") from NYSE ARCA, Inc. ("NYSE ARCA") directed at Goldman Sachs & Co. LLC ("Goldman") was finalized. Without admitting or denying the findings, Goldman consented to the sanctions and to the entry of findings. The AWC states that Goldman violated NYSE ARCA rule 6.49-o(b) by effecting equity transactions after gaining knowledge of undisclosed terms and conditions of a customer order in the same options series. The findings state that a Goldman trader relayed facilitated cross orders for 800 call options of a certain options series to an NYSE ARCA floor broker that were systematized in six separate pieces at six different times, four 100 quantities and then two 200 quantities. The findings additionally state that the Goldman trader sold a total of 49,000 equity shares of the options series as hedges, and when doing so, however, Goldman sold more shares than needed to hedge the disclosed (or systemized) portions of the second through sixth facilitated options orders, therefore resulting in overhedges.
On June 15, 2020, an AWC from NYSE ARCA directed at Goldman was finalized. In the AWC, NYSE ARCA imposes the sanctions censure and a fine of $30,000 for a violation of NYSE ARCA rule 6.49-o(b). The fine was paid by Goldman by wire on June 22, 2020.
Jun 8, 2020
Regulatory Action: Swedish Financial Supervisory Authority (Finansinspektionen - Sfsa) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $34,188 · Begun Apr 1, 2020 · Resolved Jun 8, 2020 · Decision · Docket FI DNR 17-17349
On April 1, 2020, the Swedish financial supervisory authority (finansinspektionen - "sfsa") imposed a fine on Goldman Sachs & Co. LLC ("GSCO") in the amount of 315,000 Swedish krona (SEK). Sfsa alleges a violation of chapter 4 of the financial instruments trading act (SFS 1991:1980), in relation to a late disclosure of changes in major holdings of shares in micronic ab between June and September of 2017.
Gsco paid the fine of 315,000 sek on June 8, 2020 to the sfsa by wire. While the actual payment of the fine was made in sek, using the Federal Reserve's foreign exchange rate of 1 usd: 9.2138 sek as of June 8, 2020, the equivalent U.S. dollar value was approximately 34,187.85 usd.
May 28, 2020
Regulatory Action: ICE Futures U.S. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun May 8, 2020 · Resolved May 28, 2020 · Consent · Docket 2019-033
On May 8, 2020, the ICE Futures U.S. ("ifus" or "exchange") market regulation department notified Goldman Sachs & Co. LLC ("GSCO") that it was issued a summary fine in the amount of $10,000 pursuant to ifus rule 21.02. The exchange alleges that in seven instances, GSCO appeared to have been in violation of ifus rule 6.15(a) when it failed to accurately submit reportable positions to the exchange.
The fine imposed by ifus was in the amount of $10,000, which was paid in full by gsco by wire on May 28, 2020.
Dec 26, 2019
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $130,000 · Begun Dec 19, 2019 · Resolved Dec 26, 2019 · Acceptance, Waiver & Consent(AWC) · Docket 2017053432301
On December 19, 2019, the Financial Industry Regulatory Authority ("FINRA") accepted a letter of acceptance, waiver and consent ("AWC") in which without admitting or denying the findings, Goldman Sachs & Co. LLC ("Goldman") consented to the sanctions and to the entry of findings. The findings issued by FINRA name a violation of municipal securities rulemaking board ("MSRB") rule g- 15(f) and state that Goldman effected on a discretionary basis customer sale transactions of municipal bonds in amounts lower than the minimum denominations of the respective issues. Goldman generally relied on data it received from third-party vendors to determine whether a transaction was below an issue's minimum denomination, and the violative transactions are primarily attributable to inaccuracies in that vendor data. Goldman has already voluntarily rescinded the violative transactions or otherwise reimbursed affected customers.
On December 19, 2019 FINRA accepted an AWC in which FINRA imposes the sanctions censure and a fine of $130,000 for a violation of MSRB rule G-15(f). The fine was paid by Goldman by wire on December 26, 2019.
Dec 20, 2019
Regulatory Action: CFTC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1.0M · Begun Nov 26, 2019 · Resolved Dec 20, 2019 · Order · Docket 20-10
On November 26, 2019, the Commodity Futures Trading Commission ("CFTC") issued an order requiring Goldman Sachs & Co. LLC ("Goldman") to pay a $1,000,000 civil monetary penalty and to cease and desist from further violations of certain CFTC regulations. During an investigation by the CFTC's division of enforcement ("division"), the division requested that Goldman produce certain audio recordings from January 2014. Goldman was unable to produce many of the recordings requested due to a malfunction which occurred during the course of a system upgrade which affected recordings of the phone lines of a trading and sales desk in one of Goldman's offices for twenty calendar days in January and February 2014. Goldman's inability to produce these recordings impeded the division's ongoing investigation, because the division was unable to obtain the information that should have been captured in many of the recordings through any other means. Based on the foregoing, the CFTC found that Goldman violated regulations 23.202(a)(1), (b)(1), and 23.203(b)(2), 17 C.F.R. §§ 23.202(a)(1), (b)(1) (2018), 23.203(b)(2) (2017).
Goldman submitted an offer of settlement, which the CFTC accepted. Without admitting or denying the violations, Goldman consented to the entry of the order by the CFTC, pursuant to which Goldman: (a) shall cease and desist from violating regulations 23.202(a)(1), (b)(1), and 1.31(b)(2), 17 C.F.R. §§ 23.202(a)(1), (b)(1), 1.31(b)(2) (2018); and (b) pay a civil monetary penalty in the amount $1,000,000. In addition, as part of the settlement, Goldman represented to the CFTC that it had made certain changes in its surveillance programs. The fine was paid by Goldman by wire on December 20, 2019.
Dec 4, 2019
Regulatory Action: Chicago Board of Trade (CBOT) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $15,000 · Begun Nov 27, 2019 · Resolved Dec 4, 2019 · Settled · Docket CBOT 19-1109-BC
The Chicago board of trade ("CBOT") imposed a fine on Goldman Sachs & Co. ("Goldman") in the amount of $15,000. CBOT cited violations of CBOT rule 538.c. In relation to an exchange for related position ("EFRP") package executed in the ten -year Treasury note futures and options markets on July 19, 2018, where the related position components of the exchange for risk ("EFR") transaction did not have a reasonable degree of price correlation and did not have opposing market bias to the exchange component. Further, the related component of the exchange of option for option ("EOO") transaction was not reasonably equivalent to the exchange component. The EFRP package was therefore non-bona fide and in violation of CBOT rule 538.c.
Without admitting or denying the rule violation or the factual allegations upon which the penalty is based, Goldman submitted an offer of settlement, which was accepted, and it became effective on November 27, 2019. The fine imposed by CBOT was in the amount of $15,000, which was paid by Goldman by wire on December 4, 2019.
Oct 2, 2019
Regulatory Action: ICE Futures Europe FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $153,912 · Begun May 14, 2019 · Resolved Oct 2, 2019 · Settled · Docket 4140
The ICE Futures Europe ("the exchange") conducted an investigation of the firm's pre- and post-trade controls. As a result of its findings in the investigation, the exchange alleges that the timing and nature of certain orders was manipulative, violating exchange rules A.11.1 (d), E.2.1(b), E.2.2 (a)(VI), (XIII) and (XIV), E.2.2A and G.20.
The exchange's assertions were referred to the authorisation, rules and conduct (ARC) committee. Without admitting or denying the assertions, gsco entered a settlement agreement with the exchange. On October 4, 2019, the exchange issued a disciplinary notice: settlement of disciplinary proceedings against gsco, confirming the terms of the settlement were 1) on the occasion described, gsco had not acted in compliance with the exchange's rules, specifically rules A.11.1(d), E.2.2(a)(XIII) and (XIV), and G.20., and 2) gsco paid a total settlement amount of £125,000, inclusive of a discretionary 1/3 discount from £187,500. Gsco paid the £125,000 by submission of a wire on October 2, 2019.
Sep 18, 2019
Regulatory Action: ICE Futures US, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Sep 10, 2019 · Resolved Sep 18, 2019 · Consent · Docket 2019-032
The market regulation department of ICE futures U.S., inc. ("ICE") determined that Goldman Sachs & Co. LLC ("the firm") violated ICE rule 2.22 by reporting inaccurate open interest for the September 2019 fcoj-a futures contract for the trade dates of August 29, 2019, August 30, 2019 and September 2, 2019. ICE imposed a fine on the firm in the amount of $10,000, which was paid by submission of a wire on September 18, 2019.
Mar 4, 2019
Regulatory Action: NYSE ARCA, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $3,500 · Begun Mar 4, 2019 · Resolved Mar 4, 2019 · Consent · Docket 20140406430
Financial Industry Regulatory Authority, inc. ("FINRA") department of enforcement on behalf of NYSE regulation alleged that Goldman Sachs execution and clearing, L.P. ("GSEC"), a former affiliate of Goldman Sachs & Co. LLC (the "firm") failed to establish and maintain a supervisory system reasonably designed to ensure compliance with section 15(c)(3) of the Securities Exchange Act of 1934 and rule 15C3-5 thereunder in alleged violation of NYSE ARCA equities rule 6.18. On June 12, 2017, GSEC and the firm consummated a merger of GSEC with and into the firm (the "merger"), with the firm surviving the merger and assuming any remaining GSEC assets, liabilities and operations. On June 13, 2017, GSEC filed a uniform request withdrawal from broker-dealer registration (form BDW) with the Securities and Exchange Commission, which became effective on August 11, 2017.
FINRA imposed a fine for minor rule violations in the amount of $3,500, which was paid by the submission of a wire on March 19, 2019.
Apr 30, 2018
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Apr 12, 2018 · Resolved Apr 30, 2018 · Decision · Docket 18-9579
The market regulation department of the CME Group Inc. ("CME") determined that certain Goldman Sachs & Co. LLC (the "firm") trade data for the trade dates of December 11, 2017 through February 23, 2018 reflected a computerized trade reconstruction (CTR) error rate in excess of applicable threshold levels, in deemed violation of chicago mercantile exchange inc. rule 536.f.
The CME imposed a fine on the firm in the amount of $5,000, which was paid by submission of a wire on May 4, 2018.
Apr 20, 2018
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Apr 5, 2018 · Resolved Apr 20, 2018 · Decision · Docket RSRH-18-5008
CME Group Inc. ("CME") market regulation issued a summary fine notice to Goldman Sachs & Co. LLC (the "firm") stating that CME market regulation identified two block trades that were reported late or misreported by the firm during January 2018, in violation of CME rule 526.f.
The summary fine, in the amount of $1,000, was paid by submission of a wire on April 24, 2018.
Dec 11, 2017
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $9,000 · Begun Nov 30, 2017 · Resolved Dec 11, 2017 · Decision · Docket 17-9364
The market regulation department of the CME Group Inc. ("CME") determined, based on a self-report from Goldman Sachs & Co. LLC (the "firm"), that order modification or cancellation messages on certain firm systems identified the tag 50 id of the trader who originated an order, rather than the tag 50 id of the trader who modified or cancelled the order, in deemed violation of CME rule 576.
The CME imposed a summary fine on the firm in the amount of $9,000.00, which was paid by submission of a wire on December 11, 2017.
Dec 1, 2017
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure; undertaking · Fine: $700,000 · Begun Dec 1, 2017 · Resolved Dec 1, 2017 · Acceptance, Waiver & Consent(AWC) · Docket 2014042582101
Financial Industry Regulatory Authority, Inc. ("FINRA") department of enforcement alleged that Goldman Sachs execution and clearing, L.P. ("GSEC"), a former affiliate of Goldman Sachs & Co. LLC (the "firm"), due to certain flaws in its prospectus-delivery system, failed to deliver certain ETF prospectuses that it intended to deliver in the period between June 2008 and October 2014. As a consequence of GSEC's alleged failure to establish, maintain and enforce a supervisory system and written supervisory procedures in connection with ETF prospectus delivery that were reasonably designed to achieve compliance with section 5(b) (2) of the Securities Act of 1933, the firm allegedly violated NASD rules 3010 (a) and (b) and 2110 and FINRA rule 2010. In addition, as a result of GSEC's alleged failure to establish, maintain and enforce supervisory control policies and procedures that adequately tested and verified that its supervisory procedures concerning ETF prospectus delivery were reasonably designed to achieve compliance with applicable securities laws and regulations, the firm allegedly violated NASD rules 3012 and 2110 and FINRA rule 2010. (FINRA rule 2010 replaced NASD rule 2110 effective December 15, 2008.) On June 12, 2017, GSEC and the firm consummated a merger of GSEC with and into the firm (the "merger"), with the firm surviving the merger and assuming any remaining GSEC assets, liabilities and operations. On June 13, 2017, GSEC filed a uniform request withdrawal from broker-dealer registration (form BDW) with the Securities and Exchange Commission, which became effective on August 11, 2017.
Without admitting or denying the rule violations, allegations or findings, the firm consented to a censure, a fine and an undertaking, and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on December 1, 2017, and on December 14, 2017, the firm submitted a wire in payment of a fine in the amount of $700,000.
Nov 1, 2017
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $39,500 · Resolved Nov 1, 2017 · Acceptance, Waiver & Consent(AWC) · Docket 2015045105501
Financial Industry Regulatory Authority, Inc. ("FINRA") department of enforcement alleged that Goldman Sachs & Co. LLC (the "firm"): (a) during the period from December 11, 2014 through December 16, 2014, failed to report to the over-the-counter ("OTC") reporting facility ("OTCRF") the correct time of execution for certain transactions in reportable securities in violation of FINRA rule 7330(d)(4); and (b) during the periods from September 1, 2014 to December 31, 2014, and from January 1, 2015 to April 30, 2015, (I) failed to transmit to the OTCRF certain last sale reports of transactions in OTC equity securities within 10 seconds after execution, in violation of FINRA rule 6622(a) and FINRA rule 2010, and (II) did not have a supervisory system reasonably designed to achieve compliance with respect to the applicable securities laws and regulations, and the rules of NASD and FINRA, concerning OTC equity trade reporting; specifically, that the firm's written supervisory procedures were not sufficiently instructive as to how often the responsible supervisor(s) should take the specified steps designed to achieve compliance, and that the firm failed in certain respects to enforce its supervisory procedures concerning OTC equity trade reporting, in violation of NASD rule 3010 (for conduct prior to December 1, 2014), and FINRA rules 3110 (for conduct on and after December 1, 2014) and 2010.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on November 1, 2017, and on November 10, 2017, the firm submitted a wire in payment of a fine in the amount of $39,500.
Sep 13, 2017
Regulatory Action: C2 Options Exchange, Incorporated FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $10,000 · Begun Jun 21, 2017 · Resolved Sep 13, 2017 · Consent · Docket C2 17-0001 / 20150443193
C2 Options Exchange, Incorporated ("C2") business conduct committee (the "committee") alleged that Goldman Sachs execution & clearing, L.P. ("GSEC"), a former affiliate of Goldman Sachs & Co. LLC (the "firm"), failed: (I) from on or about May 21, 2014 through on or about July 14, 2016, to qualify and register one associated person (the "associated person") in the appropriate category of registration with C2, and to register the associated person in the prerequisite registration category with C2; and (II) from on or about May 21, 2014 through on or about March 25, 2015, to register the minimum number of individuals required to be registered as a proprietary trader principal (TP) with C2, each in alleged violation of C2 rule 3.4. On June 12, 2017, GSEC and the firm consummated a merger of GSEC with and into the firm (the "merger"), with the firm surviving the merger and assuming any remaining GSEC assets, liabilities and operations. On June 13, 2017, GSEC filed a uniform request withdrawal from broker-dealer registration (form BDW) with the Securities and Exchange Commission, which became effective on August 11, 2017.
Without admitting or denying the rule violations, allegations or findings, the firm submitted an offer of settlement to the committee on August 8, 2017. On September 13, 2017, the committee issued a decision accepting the offer of settlement, and on September 20, 2017, the firm submitted a wire in payment of the fine in the amount of $10,000.
Sep 13, 2017
Regulatory Action: Chicago Board Options Exchange, Incorporated FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $5,000 · Begun Jun 21, 2017 · Resolved Sep 13, 2017 · Consent · Docket 17-0046 / 20150443193
Chicago Board Options Exchange, Incorporated ("CBOE") business conduct committee (the "committee") alleged that, from on or about November 5, 2011 through on or about July 14, 2016, Goldman Sachs execution & clearing, L.P. ("GSEC"), a former affiliate of Goldman Sachs & Co. LLC (the "firm"), failed to qualify and register one associated person (the "associated person") in the appropriate category of registration with CBOE, and failed to register the associated person in the prerequisite registration category with CBOE, in alleged violation of CBOE rule 3.6a. On June 12, 2017, GSEC and the firm consummated a merger of GSEC with and into the firm (the "merger"), with the firm surviving the merger and assuming any remaining GSEC assets, liabilities and operations. On June 13, 2017, GSEC filed a uniform request withdrawal from broker-dealer registration (form BDW) with the Securities and Exchange Commission, which became effective on August 11, 2017.
Without admitting or denying the rule violations, allegations or findings, the firm submitted an offer of settlement to the committee on August 8, 2017. On September 13, 2017, the committee issued a decision accepting the offer of settlement, and on September 20, 2017, the firm submitted a wire in payment of the fine in the amount of $5,000.
Jul 14, 2017
Regulatory Action: Nasdaq PHLX LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure; undertaking · Fine: $250,000 · Begun Jun 23, 2017 · Resolved Jul 14, 2017 · Stipulation and Consent · Docket 2014043565901
The Nasdaq PHLX LLC ("PHLX") business conduct committee alleged that during the period between January 19, 2010 and January 16, 2016, Goldman Sachs & Co. LLC (the "firm"): (I) failed to report and inaccurately reported certain option positions to the large options position reporting ("LOPR") system, in alleged violation of PHLX rules 1003 and 707; and (II) failed to establish and maintain an adequate supervisory system, including a system of follow-up and review, that was reasonably designed to achieve compliance with the rules governing the reporting of options positions to the LOPR system including sufficient written supervisory procedures to ensure the proper reporting of submissions to the LOPR, in alleged violation of PHLX rules 748(g) (for the period prior to November 23, 2012), 748(h) (for the period on and after November 23, 2012), and 707.
Without admitting or denying the allegations or findings, the firm consented to a fine, a censure, and an undertaking, and entered into an offer of settlement, stipulation of facts and consent to sanctions with the PHLX business conduct committee (the "offer of settlement"), which was accepted by the PHLX business conduct committee on June 26, 2017, and became final on July 14, 2017. On July 31, 2017, the firm submitted a wire in payment of the fine in the amount of $250,000. The offer of settlement was conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following self- regulatory organizations: bats BZX exchange, inc.; Nasdaq ise, LLC (f/k/a the international securities exchange, LLC); and the Financial Industry Regulatory Authority, inc.
Jul 14, 2017
Regulatory Action: Bats BZX Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure; undertaking · Fine: $525,000 · Begun Jul 14, 2017 · Acceptance, Waiver & Consent(AWC) · Docket 2012031318002
Bats BZX Exchange, Inc. ("BZX") alleged that during the period between at least February 19, 2010 and July 7, 2016, Goldman Sachs & Co. LLC (the "firm"): (I) failed to report and inaccurately reported certain option positions to the large options position reporting ("LOPR") system, in alleged violation of BZX rule 18.10; and (II) failed to establish and maintain an adequate supervisory system, including a system of follow-up and review, that was reasonably designed to achieve compliance with the rules governing the reporting of options positions to the LOPR system including sufficient written supervisory procedures to ensure the proper reporting of submissions to the LOPR, in alleged violation of BZX rules 3.1, 5.1, 5.2 and 5.3.
Without admitting or denying the allegations or findings, the firm consented to a fine, a censure, and an undertaking, and entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by BZX on June 26, 2017, and became final on July 14, 2017. On July 31, 2017, the firm submitted a wire in payment of a fine in the amount of $525,000. The AWC was conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following self-regulatory organizations: Financial Industry Regulatory Authority, inc.; Nasdaq ise, LLC (f/k/a the international securities exchange, LLC); and Nasdaq PHLX LLC.
Jul 14, 2017
Regulatory Action: Nasdaq Ise, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure; undertaking · Fine: $300,000 · Begun Jul 14, 2017 · Resolved Jul 14, 2017 · Acceptance, Waiver & Consent(AWC) · Docket 2012031318003
Nasdaq Ise, LLC ("ISE") alleged that during the period between January 1, 2016 and July 7, 2016, Goldman Sachs & Co. LLC (the "firm"): (I) failed to report and inaccurately reported certain option positions to the large options position reporting ("LOPR") system, in alleged violation of ISE rule 415(a); and (II) failed to establish and maintain an adequate supervisory system, including a system of follow-up and review, that was reasonably designed to achieve compliance with the rules governing the reporting of options positions to the LOPR system including sufficient written supervisory procedures to ensure the proper reporting of submissions to the LOPR, in alleged violation of ISE rule 401.
Without admitting or denying the allegations or findings, the firm consented to a fine, a censure, and an undertaking, and entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by ise on July 14, 2017, and on July 31, 2017, the firm submitted a wire in payment of a fine in the amount of $300,000. The AWC was conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following self-regulatory organizations: Financial Industry Regulatory Authority, inc.; bats BZX exchange, inc.; and Nasdaq PHLX LLC.
Jul 14, 2017
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure; undertaking · Fine: $1.4M · Begun Jul 14, 2017 · Resolved Jul 14, 2017 · Acceptance, Waiver & Consent(AWC) · Docket 2012031318001
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that Goldman Sachs & Co. LLC (the "firm"): (I) during the period between at least January 9, 2010 and July 7, 2016, failed to report and inaccurately reported certain over-the-counter ("OTC") option positions to the large options position reporting ("LOPR") system, in alleged violation of FINRA rule 2360(b)(5); (II) during the period from July 31, 2012 through April 29, 2016, exceeded the positon limits in three different OTC options for certain customers and/or proprietary accounts, in alleged violation of FINRA rule 2360(b)(3), and (III) during the period between at least January 19, 2010 and July 7, 2016, failed to establish and maintain an adequate supervisory system, including a system of follow-up and review, that was reasonably designed to achieve compliance with the rules governing the reporting of options positions to the LOPR system and compliance with applicable position limits, including sufficient written supervisory procedures to ensure the proper reporting of submissions to the LOPR, in alleged violation of NASD rule 3010 (for conduct prior to December 1, 2014), and FINRA rules 3110 (for conduct on and after December 1, 2014) and 2010.
Without admitting or denying the allegations or findings, the firm consented to a fine, a censure, and an undertaking, and entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by FINRA on July 14, 2017, and on July 27, 2017, the firm submitted a wire in payment of a fine in the amount of $1,425,000. The AWC was conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following self-regulatory organizations: bats BZX exchange, inc.; Nasdaq ise, LLC (f/k/a the international securities exchange, LLC); and Nasdaq PHLX LLC.
Apr 3, 2017
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Resolved Apr 3, 2017 · Decision · Docket 17-9164
The market regulation department of the CME Group Inc. ("CME") determined that certain Goldman, Sachs & co. (the "firm") trade data for the trade dates of January 3, 2017 through January 24, 2017 reflected a computerized trade reconstruction (CTR) error rate in excess of applicable threshold levels, in deemed violation of chicago mercantile exchange inc. rule 536.f.
The CME imposed a fine on the firm in the amount of $2,500, which was paid by submission of a wire on April 5, 2017.
Dec 22, 2016
Regulatory Action: CME Group Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Dec 7, 2016 · Resolved Dec 22, 2016 · Decision · Docket 16-8954
CME Group Inc. ("CME") market regulation issued a summary fine notice to Goldman, Sachs & co. (the "firm") stating that CME market regulation discovered that the firm failed to maintain a complete audit trail with respect to certain trading systems for a minimum of five years in violation of CME rule 536.B.2.
The summary fine, in the amount of $5,000, was paid by submission of a wire on December 22, 2016.
Jul 15, 2016
Regulatory Action: Nasdaq PHLX LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure; undertaking · Fine: $25,000 · Begun Jul 12, 2016 · Resolved Jul 15, 2016 · Decision · Docket 2014042644601
The business conduct committee (the "committee") of Nasdaq PHLX LLC ("PHLX") alleged that during the period between August 13, 2014 and August 15, 2014, Goldman, Sachs & co. (the "firm"): (I) effected transactions in an options position that resulted in one of the firm's customers exceeding the applicable position limit for three consecutive trading days, in alleged violation of PHLX rule 1001; and (II) failed to establish, maintain and enforce written supervisory procedures ("WSPS") and a system of supervision that was reasonably designed to detect and prevent violations of, and achieve compliance with, PHLX's position limit rule: specifically, the timing and review of the firm's position limit reports under its WSPS were not reasonably designed to timely detect certain position limit overages from the trade date, notify the firm's customers of such overages, or take corrective measures to reduce and prevent further overages, in alleged violation of PHLX rule 748(h).
Without admitting or denying the allegations or findings, the firm consented to a fine, a censure, and an undertaking to revise its WSPS, and entered into an offer of settlement, stipulation of facts and consent to sanctions with the committee which was accepted by the committee on July 15, 2016, and on August 1, 2016, the firm submitted a wire to PHLX in payment of the fine in the amount of $25,000.
Jun 20, 2016
Regulatory Action: Commissioner of Securities, Department of Commerce and Consumer Affairs, Hawaii FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $47,703 · Begun Jun 20, 2016 · Resolved Jun 20, 2016 · Consent · Docket SEU-2008-048
Various state regulators, including the Commissioner of Securities, Department of Commerce and Consumer Affairs, Hawaii, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Commissioner of Securities, Department of Commerce and Consumer Affairs, Hawaii, alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Commissioner of Securities, Department of Commerce and Consumer Affairs, Hawaii, on June 20, 2016, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $47,703.26 to the Commissioner of Securities, Department of Commerce and Consumer Affairs, Hawaii, which amount was paid on June 28, 2016.
May 18, 2016
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $50,000 · Begun May 18, 2016 · Resolved May 18, 2016 · Acceptance, Waiver & Consent(AWC) · Docket 2013039539801
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that: (I) during the period of January 30, 2009 through December 31, 2011, Goldman, Sachs & co. (the "firm"), acting as a program dealer in auction rate securities ("ARS"), submitted inaccurate information in certain respects regarding the result of an auction in certain instances to the MSRB's SHORT-term obligation rate transparency ("SHORT") system: specifically, that the firm erroneously reported rate types for the ARS indicating that the interest rates were set by auction rather than the maximum interest rates, in alleged violation of MSRB rule G-34; and (II) that the firm's supervisory system did not provide for supervision reasonably designed to achieve compliance with respect to the applicable securities laws and regulations, and the MSRB rules, relating to MSRB rule g- 34 concerning SHORT reporting of rate types, in alleged violation of MSRB rule G-27.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on May 18, 2016, and on May 31, 2016, the firm submitted a wire in payment of a fine in the amount of $50,000.
Apr 5, 2016
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $20,000 · Begun Apr 5, 2016 · Resolved Apr 5, 2016 · Acceptance, Waiver & Consent(AWC) · Docket 2014040037901
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that for the period September 1, 2013 through December 31, 2013, Goldman, Sachs & co. (the "firm") failed to accept or decline in the FINRA/Nasdaq trade reporting facility (FNTRF) certain transactions in reportable securities within twenty minutes after execution, in alleged violation of FINRA rule 7230a(b).
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on April 5, 2016, and on April 29, 2016, the firm submitted a wire in payment of a fine in the amount of $20,000.
Apr 4, 2016
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $260,000 · Begun Apr 4, 2016 · Resolved Apr 4, 2016 · Acceptance, Waiver & Consent(AWC) · Docket 2013035825001
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that: (I) for trade dates August 15 and 16, 2013, Goldman, Sachs & co. (the "firm") failed to submit, or inaccurately submitted, certain information to the order audit trail system (OATS), in alleged violation of FINRA rule 7450; (II) during the period from May 17, 2011 through February 28, 2014, the firm reported certain short sale transactions to the FINRA trade reporting facility ("FTRF") without the required short sale modifier, in alleged violation of FINRA rule 6182; and (III) the firm's supervisory system did not provide for supervision reasonably designed to achieve compliance with respect to FINRA rule 6182 concerning the reporting of correct short sale modifiers to the FTRF, in alleged violation of FINRA rule 2010 and NASD rule 3010.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on April 4, 2016, and on April 29, 2016, the firm submitted a wire in payment of a fine in the amount of $260,000.
Mar 17, 2016
Regulatory Action: ICE Futures U.S., Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,000 · Begun Mar 17, 2016 · Resolved Mar 17, 2016 · Decision · Docket 2015-106
ICE Futures U.S., Inc. ("IFUS") market regulation department issued a summary fine, dated March 17, 2016, to Goldman, Sachs & co. (the "firm"), stating that the firm may have violated IFUS rule 6.10 by failing to ensure that the proper customer type indicator (CTI) code was affixed to certain orders entered between may and August 2015.
The summary fine, in the amount of $2,000, was paid by submission of a wire on March 31, 2016.
Jan 14, 2016
Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist; censure · Fine: $15.0M · Begun Jan 14, 2016 · Resolved Jan 14, 2016 · Order · Docket 3-17053
The U.S. Securities and Exchange Commission (the "SEC") alleged that Goldman, Sachs & co. (the "firm") violated Regulation SHO under the Securities Exchange Act of 1934 ("Exchange Act") by improperly relying on the firm's automated locate function in the order management system without having confirmed the availability of the securities to be located. In addition, the SEC alleged that firm employees did not provide sufficient and accurate information with respect to these locates in the firm's locate log, which must reflect the basis upon which the firm provided the locates. The SEC alleged that the firm willfully violated rule 203(b)(1) of Regulation SHO and section 17(a) of the Exchange Act.
Without admitting or denying the violations, the firm consented to the entry by the SEC of an order instituting administrative and cease-and-desist proceedings, pursuant to sections 15(b) and 21c of the Exchange Act, making findings, and imposing remedial sanctions and a cease-and-desist order (release no. 34-76899, jan. 14, 2016). Pursuant to the order, the firm must cease and desist from committing or causing any violations and any future violations of rule 203(b)(1) of Regulation SHO, and any violations and any future violations of section 17(a) of the Exchange Act and rule 203(b)(1)(III) thereunder relating to short sale locate records. Also pursuant to the order, the firm was censured and paid a civil money penalty in the amount of $15,000,000 on January 20, 2016. The SEC stated that, in determining to accept the firm's offer of settlement, it considered certain remedial acts taken by the firm.
Dec 14, 2015
Regulatory Action: ICE Futures U.S., Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Dec 14, 2015 · Resolved Dec 14, 2015 · Decision · Docket 2015-030
ICE Futures U.S., Inc. ("IFUS") market regulation department issued a summary fine, dated December 14, 2015, to Goldman, Sachs & co. (the "firm"), stating that the firm may have violated IFUS rule 4.02(g)(2) in one instance on December 12, 2014 by failing to utilize IFUS's crossing order functionality.
The summary fine, in the amount of $5,000, was paid by submission of a wire on December 24, 2015.
Oct 19, 2015
Regulatory Action: ICE Clear Credit LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Oct 6, 2015 · Resolved Oct 19, 2015 · Consent · Docket 2015-404B-039
ICE Clear Credit, LLC ("ICC") alleged that during the month of September 2015, Goldman, Sachs & co. (the "firm") failed to submit one (1) index end of day price in accordance with ICC rules and procedures, in alleged violation of ICC rule 404(b).
Icc made a summary assessment against the firm in the amount of $1,000, which amount is direct debited in the next icc monthly clearing fee invoice.
Jul 16, 2015
Regulatory Action: Chicago Board Options Exchange, Incorporated FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $15,000 · Begun Feb 26, 2015 · Resolved Jul 16, 2015 · Consent · Docket 15-0005 / 20150442706
Chicago Board Options Exchange, Incorporated ("CBOE") business conduct committee (the "committee") alleged that Goldman, Sachs & co. (the "firm") failed to appropriately register with the CBOE: (I) on various dates between on or about November 5, 2011 through on or about October 10, 2014, five (5) associated persons as a proprietary trader (PT), and (II) by November 5, 2011, its chief compliance officer as a proprietary trader compliance officer (CT), each in alleged violation of CBOE rule 3.6a.
Without admitting or denying the rule violations, allegations or findings, the firm submitted an offer of settlement to the committee. On July 16, 2015, the committee issued a decision accepting the offer of settlement, and on July 30, 2015, the firm submitted a wire in payment of the fine in the amount of $15,000.
Jul 16, 2015
Regulatory Action: C2 Options Exchange, Incorporated FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $2,500 · Begun Feb 26, 2015 · Resolved Jul 16, 2015 · Consent · Docket C2 15-0001 / 20150442481
C2 Options Exchange, Incorporated ("C2") business conduct committee (the "committee") alleged that, from on or about March 27, 2013 through on or about July 11, 2014, Goldman, Sachs & co. (the "firm") failed to appropriately register its financial and operations principal as a financial and operations principal (FN) with C2, in alleged violation of C2 rule 3.4.
Without admitting or denying the rule violations, allegations or findings, the firm submitted an offer of settlement to the committee. On July 16, 2015, the committee issued a decision accepting the offer of settlement, and on July 30, 2015, the firm submitted a wire in payment of the fine in the amount of $2,500.
Jul 14, 2015
Regulatory Action: ICE Clear Credit LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $19,000 · Begun Jul 8, 2015 · Resolved Jul 14, 2015 · Consent · Docket 2015-404B-020
ICE Clear Credit LLC ("ICC") alleged that during the month of June 2015, Goldman, Sachs & co. (the "firm") failed to submit certain index prices in accordance with ICC rules and procedures, in alleged violation of ICC rule 404(b).
Icc made a summary assessment against the firm in the amount of $19,000, which amount was direct debited in an icc monthly clearing fee invoice.
Jun 30, 2015
Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist; censure · Fine: $7.0M · Begun Jun 30, 2015 · Resolved Jun 30, 2015 · Order · Docket 3-16665
The U.S. Securities and Exchange Commission (the "SEC") has alleged that Goldman, Sachs & co. (the "firm") did not have a system of risk management controls and supervisory procedures reasonably designed to manage the financial, regulatory, and other risks of market access in relation to its listed equity options business, which contributed to the entry of erroneous electronic options orders on multiple options exchanges on August 20, 2013. The SEC alleged that the firm willfully violated section 15(c) (3) of the Exchange Act and rule 15C3-5 thereunder in relation to its controls and supervisory procedures addressing (I) the entry of orders that exceed appropriate pre-set credit or capital thresholds; (II) the entry of erroneous orders that exceed appropriate price or size parameters or that indicate duplicative orders; and (III) the management of software changes that impact order flow.
Without admitting or denying the violations, the firm consented to the entry of an order instituting administrative and cease- and-desist proceedings, pursuant to sections 15(b) and 21c of the Securities Exchange Act of 1934, making findings, and imposing remedial sanctions and a cease-and-desist order on June 30, 2015 by the SEC pursuant to which the firm: (I) shall cease and desist from committing or causing any violations and any future violations of section 15(c)(3) of the Exchange Act and rule 15C3-5 thereunder; (II) is censured; and (III) paid a total civil money penalty of $7 million on June 30, 2015.
Jun 18, 2015
Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist; undertaking · Fine: $500,000 · Begun Jun 18, 2015 · Resolved Jun 18, 2015 · Order · Docket 3-16619
The U.S. Securities and Exchange Commission (the "SEC") has alleged that Goldman, Sachs & co. (the "firm") conducted inadequate due diligence in certain offerings and, as a result, failed to form a reasonable basis for believing the truthfulness of certain material representations in official statements issued in connection with those offerings. This resulted in the firm offering and selling municipal securities on the basis of materially misleading disclosure documents. The SEC alleged that the firm willfully violated section 17(a)(2) of the Securities Act of 1933. The violations discussed in the order were self-reported by the firm to the SEC pursuant to the division of enforcement's municipalities continuing disclosure cooperation initiative.
Without admitting or denying the violations, the firm consented to the entry of an order instituting administrative and cease- and-desist proceedings, pursuant to section 8a of the Securities Act of 1933 and section 15(b) of the Securities Exchange Act of 1934, making findings, and imposing remedial sanctions and a cease-and-desist order on June 18, 2015 by the SEC pursuant to which the firm: (I) shall cease and desist from committing or causing any violations and any future violations of section 17(a)(2) of the Securities Act of 1933; (II) paid a civil money penalty in the amount of $500,000 on June 25, 2015; and (III) shall comply with the undertakings enumerated in the order.
Jun 3, 2015
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure; undertaking · Fine: $185,000 · Begun Jun 3, 2015 · Resolved Jun 3, 2015 · Acceptance, Waiver & Consent(AWC) · Docket 2013037909601
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that: (I) Goldman, Sachs & co. ("GSCO") failed to timely report to the trade reporting and compliance engine ("TRACE"), certain transactions in (a) TRACE-eligible corporate debt securities, during the period of April 1, 2013 through June 30, 2013 in alleged violation of FINRA rules 6730(a) and 2010; and (b) securitized products and agency debt securities, during the period of January 1, 2014 through March 31, 2014, each in alleged violation of FINRA rule 6730(a), and with regard to the TRACE-eligible securitized products, in alleged violation of FINRA rule 2010; and (II) GSCO's written supervisory procedures failed to provide for the minimum requirements for timely submission of accurate reports to TRACE, in alleged violation of FINRA rule 2010 and NASD rule 3010.
Without admitting or denying the allegations or findings, the firm consented to a censure, fine and undertaking and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on June 3, 2015, and on July 9, 2015, the firm submitted a wire in payment of the fine in the amount of $185,000. In the undertaking, the firm consented to provide three reports, written and oral, to FINRA on dates that are no more than 3 months, 6 months, and 12 months after the date of the notice of acceptance of the AWC, regarding the effectiveness of the firm's written supervisory procedures with respect to timely submission of accurate reports to TRACE.
May 26, 2015
Regulatory Action: ICE Futures U.S., Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun May 26, 2015 · Resolved May 26, 2015 · Decision · Docket 2015-042
ICE Futures U.S., Inc. ("IFUS") compliance department issued a notice of summary fine, dated May 26, 2015, to Goldman, Sachs & co. (the "firm"), stating that the firm may have violated IFUS rule 4.07 on March 9, 2015 by failing to report a block trade in a timely manner.
The summary fine, in the amount of $1,000, was paid by submission of a wire on June 9, 2015.
Apr 12, 2015
Regulatory Action: CBOE Futures Exchange, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Apr 12, 2015 · Resolved Apr 12, 2015 · Consent · Docket 105141/107480
CBOE Futures Exchange, LLC ("CFE") alleged that Goldman, Sachs & co. failed to designate one CFE off exchange trade on an account statement as a block trade, and to provide an order ticket for another block trade, each in alleged violation of CFE rule 415(e).
The cfe imposed a fine for minor rule violations in the amount of $2,500, which was paid by the submission of a wire on April 9, 2015.
Dec 23, 2014
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $18,750 · Begun Dec 23, 2014 · Resolved Dec 23, 2014 · Acceptance, Waiver & Consent(AWC) · Docket 2012031743301
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that during the period of August 2003 through December 2011, Goldman, Sachs & co. (the "firm") failed to: (I) have adequate procedures, including written supervisory procedures, reasonably designed to identify material changes in access and management of certain accounts that were granted an exemption from aggregating options positions by the intermarket surveillance group (ISG) in order to assure that proper notice was given to certain options exchanges (the "exchanges"); and (II) provide notice to the exchanges of any such changes, in alleged violation of NASD rules 3010 and 2110 (for conduct prior to December 15, 2008) and FINRA rule 2010 (for conduct on and after December 15, 2008).
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on December 23, 2014, and on January 9, 2015, the firm submitted a wire in payment of a fine in the amount of $18,750.
Dec 10, 2014
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $5.0M · Begun Dec 10, 2014 · Resolved Dec 10, 2014 · Acceptance, Waiver & Consent(AWC) · Docket 2011030683301
Financial Industry Regulatory Authority, Inc. ("FINRA") department of enforcement alleged that in connection with efforts by Goldman, Sachs & co. (the "firm") and other broker-dealers to participate in a company's planned initial public offering (IPO), the firm: (a) allowed a research analyst to participate in the solicitation of certain investment banking business; (b) offered favorable research coverage to induce the receipt of investment banking business; and (c) failed to adopt and implement policies and procedures reasonably designed to prevent violations of NASD rule 2711, in alleged violation of NASD rules 2711(c)(4), 2711(e), and 2711(I), respectively, and each in alleged violation of FINRA rule 2010.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on December 10, 2014, and on December 18, 2014, the firm submitted a wire in payment of a fine in the amount of $5,000,000.
Dec 1, 2014
Regulatory Action: Chicago Board Options Exchange, Incorporated FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $20,000 · Begun Dec 1, 2014 · Resolved Dec 1, 2014 · Consent · Docket 14-0047
The Chicago Board Options Exchange, Incorporated ("CBOE") alleged that, during the approximate period from in or about January 2009 through in or about February 2011, Goldman, Sachs & co. (the "firm") failed: (I) on certain occasions, to grant priority to the highest bid and/or lowest offer when such bid or offer was available, and to use due diligence to execute certain orders at the best prices available, in alleged violation of CBOE rules 6.45a, 6.45b and 6.73; and (II) to assure compliance with such rules, in alleged violation of CBOE rule 4.2.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of consent which was approved by the CBOE business conduct committee on December 1, 2014, and on December 9, 2014, the firm submitted a wire in payment of the fine in the amount of $20,000.
Nov 25, 2014
Regulatory Action: Bourse de MontrÉAl Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $61,969 · Begun Jul 16, 2014 · Resolved Nov 25, 2014 · Decision · Docket 12-011-DISC
In an originating notice to Goldman, Sachs & co. (the "firm") dated June 18, 2013, the Bourse de MontrÉAl Inc. (the "Bourse") alleged that, during the period from December 1, 2005 to June 30, 2012, the firm provided certain personnel access to the electronic trading system of the Bourse without having obtained the prior approval of the Bourse, in alleged contravention of section a) of article 6366 of the rules of the Bourse.
On November 25, 2014, the disciplinary committee of the Bourse (the "committee") informed the firm of the committee's approval of an offer of settlement (the "offer of settlement") negotiated between the staff of the regulatory division of the Bourse and the firm. The committee approved the offer of settlement on November 14, 2014. In the offer of settlement, the firm agreed to the payment of a fine in the amount of cad$65,000, as well as an additional amount of cad$6,500 for costs, which amount was paid by submission of a wire on December 18, 2014. As indicated in the committee's approval of the offer of settlement, upon learning of certain unapproved access to the electronic trading system of the Bourse, the firm took corrective measures, and the Bourse noted that the problem was corrected.
Nov 19, 2014
Regulatory Action: ICE Futures U.S., Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $15,000 · Begun Nov 19, 2014 · Resolved Nov 19, 2014 · Decision · Docket 2013-016/028
ICE Futures U.S., Inc. ("IFUS") compliance department issued a notice of summary fine, dated November 19, 2014, to Goldman, Sachs & CO. (the "firm"), stating that: (I) on February 11, 2013 and March 11, 2013, the firm failed to enter certain crossing orders ("CO") for certain opposing orders submitted simultaneously by a common account manager on behalf of accounts with separate beneficial owners; and (II) specifically, on each date, the firm entered certain opposing orders without the use of IFUS CO functionality, resulting in certain futures spreads transacting against one another, in violation of IFUS rule 4.02(I)(2).
The summary fine, in the amount of $15,000, was paid by submission of a wire on November 28, 2014.
Oct 30, 2014
Regulatory Action: New York Mercantile Exchange FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $40,000 · Begun Oct 30, 2014 · Resolved Oct 30, 2014 · Consent · Docket NYMEX 10-04626-BC
A panel of the New York Mercantile Exchange ("NYMEX") business conduct committee (the "panel") accepted a negotiated settlement offer made by Goldman, Sachs & co. (the "firm") and supported by the market regulation department which concerned allegations that the firm, on January 18, 2013, and January 23, 2013: (I) executed certain block trades in commodities futures contracts that were not reported to NYMEX within the applicable time limit following execution; (II) reported inaccurate execution times for these block trades; and (III) executed the trades as spread transactions but misreported them as outright transactions, each in alleged violation of NYMEX rule 526.f.
Without admitting or denying the rule violations, allegations or findings, the firm submitted a settlement offer to the panel. On October 28, 2014, the panel accepted the settlement offer and issued a decision effective on October 30, 2014. On November 7, 2014, the firm submitted a wire in payment of the fine in the amount of $40,000.
Oct 30, 2014
Regulatory Action: Chicago Board of Trade FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $90,000 · Begun Oct 30, 2014 · Resolved Oct 30, 2014 · Consent · Docket CBOT 10-04626-BC
A panel of the Chicago Board of Trade ("CBOT") business conduct committee (the "panel") accepted a negotiated settlement offer made by Goldman, Sachs & co. (the "firm") and supported by the market regulation department which concerned allegations that the firm: (I) on several occasions between December 30, 2009, and November 27, 2012, executed multiple block trades for customers in various CBOT interest rate futures contracts that were not reported to CBOT within the applicable time limit following execution, reported to CBOT inaccurate execution times of certain block trades, failed to maintain accurate records with respect to certain block trade executions, and did not accurately reflect the time of execution on certain order tickets, in alleged violation of CBOT rules 526.f and 536.a; and (II) on January 6, 2010, and on August 1, 2013, the firm consummated a block trade with a customer and, after realizing the trade was not reported to CBOT within the requisite time limit, canceled the block trade and executed an identical trade with the same customer, in alleged violation of CBOT rule 526.f.
Without admitting or denying the rule violations, allegations or findings, the firm submitted a settlement offer to the panel. On October 28, 2014, the panel accepted the settlement offer and issued a decision effective on October 30, 2014. On November 7, 2014, the firm submitted a wire in payment of the fine in the amount of $90,000.
Oct 30, 2014
Regulatory Action: Chicago Mercantile Exchange FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $70,000 · Begun Oct 30, 2014 · Resolved Oct 30, 2014 · Consent · Docket CME 10-04626-BC
A panel of the Chicago Mercantile Exchange ("CME") business conduct committee (the "panel") accepted a negotiated settlement offer made by Goldman, Sachs & co. (the "firm") and supported by the market regulation department which concerned allegations that the firm: (I) on three occasions between November 28, 2011, and June 26, 2013, executed certain block trades for customers in CME contracts that were not reported to CME within the applicable time limit following execution, in violation of CME rule 526.f, and on two additional occasions, executed block eligible spread trades where each leg of the spread was not executed at the same price, in alleged violation of CME rule 526.d; (II) on June 26, 2013, consummated a block trade to sell currency futures to a customer and, after realizing the trade was not reported to CME within the requisite time limit, canceled the block trade and executed an identical trade with the same customer, in alleged violation of CME rule 526.f; and (III) on one of the above occasions, failed to maintain accurate records with respect to the block trade executions in that an order ticket was missing, and on at least one of the above occasions, reported to CME an inaccurate execution time of the block trade, in alleged violation of CME rules 536.a and 526.f.
Without admitting or denying the rule violations, allegations or findings, the firm submitted a settlement offer to the panel. On October 28, 2014, the panel accepted the settlement offer and issued a decision effective on October 30, 2014. On November 7, 2014, the firm submitted a wire in payment of the fine in the amount of $70,000.
Oct 30, 2014
Regulatory Action: Chicago Board of Trade FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Oct 30, 2014 · Resolved Oct 30, 2014 · Consent · Docket CBOT 13-7766-7767-BC
A panel of the Chicago Board of Trade ("CBOT") business conduct committee (the "panel") accepted a negotiated settlement offer made by Goldman, Sachs & co. (the "firm") and supported by the market regulation department which concerned allegations that on one or more occasions from 2010 through 2013, Goldman, Sachs & co. (the "firm") failed to properly register certain TAG50 user ids and allowed certain orders to be entered on globex using incorrect TAG50 user ids, in alleged violation of CBOT rule 576.
Without admitting or denying the rule violations, allegations or findings, the firm submitted a settlement offer to the panel. On October 28, 2014, the panel accepted the settlement offer and issued a decision effective on October 30, 2014. On November 7, 2014, the firm submitted a wire in payment of the fine in the amount of $1,000.
Oct 30, 2014
Regulatory Action: Chicago Mercantile Exchange FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Oct 30, 2014 · Resolved Oct 30, 2014 · Consent · Docket CME 13-7766-7767-BC
A panel of the Chicago Mercantile Exchange ("CME") business conduct committee (the "panel") accepted a negotiated settlement offer made by Goldman, Sachs & co. (the "firm") and supported by the market regulation department which concerned allegations that on one or more occasions from 2010 through 2013, the firm failed to properly register certain TAG50 user ids and allowed certain orders to be entered on globex using incorrect TAG50 user ids, in alleged violation of CME rule 576.
Without admitting or denying the rule violations, allegations or findings, the firm submitted a settlement offer to the panel. On October 28, 2014, the panel accepted the settlement offer and issued a decision effective on October 30, 2014. On November 7, 2014, the firm submitted a wire in payment of the fine in the amount of $2,500.
Oct 24, 2014
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $55,000 · Begun Oct 24, 2014 · Resolved Oct 24, 2014 · Acceptance, Waiver & Consent(AWC) · Docket 2011026096702
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that Goldman, Sachs & co. (the "firm"): (a) based upon certain items from the 2011 trading and market making surveillance examination of the firm which examined trade dates October 5, 2011 and October 6, 2011, failed to (I) report certain apparent customer order events to the order audit trail system ("OATS"); (II) provide a record of certain order route reports submitted to OATS; and (III) accurately append the short sale indicator to certain FINRA/Nasdaq trade reporting facility (TRF) reports, in alleged violation of FINRA rules 7450, 7440 and 6182, respectively; and (IV) document "stopped stock" information on certain customer order memoranda, provide certain complete and/or accurate customer order memoranda, and accurately mark certain sell transactions on the firm's trading ledger, in alleged violation of section 17 of the Securities Exchange Act of 1934, as amended, and rule 17(a)-3 thereunder, as well as NASD rule 3110; and (b) based upon certain items from the 2012 trading and market making surveillance examination of the firm which examined trade dates October 11, 2012 and October 12, 2012, (I) incorrectly reported the number of shares executed at the market center as away executed shares in certain instances in the firm's rule 605 of regulation NMS report, and (II) transmitted certain reports that contained inaccurate, incomplete, or improperly formatted data to OATS, in alleged violation of rule 605 of regulation NMS and FINRA rule 7450, respectively.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on October 24, 2014, and on November 13, 2014, the firm submitted a wire in payment of a fine in the amount of $55,000.
Oct 6, 2014
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $5,000 · Begun Oct 6, 2014 · Resolved Oct 6, 2014 · Acceptance, Waiver & Consent(AWC) · Docket 2012033550001
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that, for the period between April 1, 2012 and June 30, 2012, Goldman, Sachs & co. (the "firm") improperly submitted certain execution or combined order/execution reports that the firm was not required to report, in alleged violation of FINRA rule 7450.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on October 6, 2014, and on October 16, 2014, the firm submitted a wire in payment of a fine in the amount of $5,000.
Aug 25, 2014
Regulatory Action: Mexder, Mercado Mexicano de Derivados, S.A. de C.V. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $851 · Begun Aug 25, 2014 · Resolved Aug 25, 2014 · Decision · Docket SAN0372014
In a notice of a disciplinary measure dated August 25, 2014, the secretary of the disciplinary and arbitration committee of Mexder, Mercado Mexicano de Derivados, S.A. De C.V. ("Mexder"), informed Goldman, Sachs & co. (the "firm") of Mexder's conclusion that the firm failed to timely notify Mexder of the withdrawal from registration with Mexder of an employee of the firm who was an accredited Mexder sales representative and trader, in alleged failure to comply with article 6036.00 subsection III of Mexder internal regulations.
Mexder imposed an economic penalty on the firm in the amount of $11,268.24 mexican pesos in the aggregate, which amount was paid by submission of a wire on September 18, 2014.
Aug 1, 2014
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $7,500 · Begun Aug 1, 2014 · Resolved Aug 1, 2014 · Acceptance, Waiver & Consent(AWC) · Docket 2012032500201
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that, during the period of October 1, 2011 through March 31, 2012, Goldman, Sachs & co. (the "firm") failed to timely report certain new issue offerings in TRACE-eligible corporate debt securities, in alleged violation of FINRA rule 6760(c).
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on August 1, 2014, and on August 13, 2014, the firm submitted a wire in payment of a fine in the amount of $7,500.
Jul 16, 2014
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $20,000 · Begun Jul 16, 2014 · Resolved Jul 16, 2014 · Acceptance, Waiver & Consent(AWC) · Docket 20120333211-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that, during the period of January 1, 2012 through April 30, 2012, Goldman, Sachs & co. (the "firm") failed to accept or decline in the FINRA/Nasdaq trade reporting facility certain transactions in reportable securities within twenty minutes after execution, in alleged violation of FINRA rules 7230a(b) and 2010.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on July 16, 2014, and on July 29, 2014, the firm submitted a wire in payment of a fine in the amount of $20,000.
Jun 24, 2014
Regulatory Action: ICE Clear Credit LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $3,000 · Begun Jun 9, 2014 · Resolved Jun 24, 2014 · Consent · Docket 2014-404B-008
ICE Clear Credit, LLC ("ICE") alleged that during the month of may, 2014, Goldman, Sachs & co. (the "firm") failed to submit three (3) index end of day prices in accordance with ICE rules and procedures, in alleged violation of ICE rule 404(b).
ICE made a summary assessment against the firm in the amount of $3,000. The assessment amount was billed in an ICE monthly clearing fee invoice, and was paid on July 17, 2014.
Jun 18, 2014
Regulatory Action: North Carolina Department of the Secretary of State, Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $125,175 · Resolved Jun 18, 2014 · Consent · Docket 09SEC049
Various state regulators, including the North Carolina Department of the Secretary of State, Securities Division, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the North Carolina Department of the Secretary of State, Securities Division, alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the North Carolina Department of the Secretary of State, Securities Division, on June 18, 2014, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $125,175.05 to the North Carolina Department of the Secretary of State, Securities Division, which amount was paid on June 26, 2014.
Jun 5, 2014
Regulatory Action: CME Group, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun May 20, 2014 · Resolved Jun 5, 2014 · Consent · Docket CBT-RSRH-13-1735
CME Group, Inc. ("CME") market regulation alleged that Goldman, Sachs & co. (the "firm") submitted a position adjustment decreasing open interest in the June 2013 10-yr usd interest rate swap contract that resulted in an offset of contracts representing more than one percent of the reported open interest, in alleged violation of CBT rule 854.
The firm consented to the imposition of a fine by the CME in the amount of $5,000, which was paid by submission of a wire on May 27, 2014.
Jun 4, 2014
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $1.0M · Begun Jun 4, 2014 · Resolved Jun 4, 2014 · Acceptance, Waiver & Consent(AWC) · Docket 2013037230001
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that Goldman, Sachs & co. (the "firm"): (I) between 2004 and 2012, submitted to FINRA, the Securities and Exchange Commission ("SEC"), and other regulators, blue sheets that inaccurately reported certain short-sale transactions as long-sale transactions, and between November 2012 and January 2013, failed to include certain transactions in its blue sheets submissions to FINRA, each in alleged violation of section 17(a) of the securities and Exchange Act of 1934, as amended (the "Exchange Act"); rules 17A-4(j) and 17A-25 thereunder; NASD rules 8211, 8213, and 2110 (for inaccurate blue sheets submitted before December 15, 2008); and FINRA rules 8211, 8213, and 2010; and (II) between 2004 and 2013, did not have in place an adequate audit system providing for accountability of its blue sheet submissions, in alleged violation of section 17(a) of the Exchange Act and rule 17A-4(f)(3)(v) thereunder; NASD rule 2110 and FINRA rule 2010.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by FINRA on June 4, 2014, and on June 18, 2014, the firm submitted a wire in payment of a fine in the amount of $1,000,000. The firm further agreed that it has conducted a review of its policies, systems and procedures relating to the deficiencies alleged in this AWC.
May 17, 2014
Regulatory Action: CME Group, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Resolved May 17, 2014 · Consent · Docket 13-1386
CME Group, Inc. ("CME") market regulation alleged that Goldman, Sachs & co. (the "firm") failed to maintain a complete audit trail for a minimum of 5 years, in alleged violation of CME rule 536.B.2.
The firm consented to the imposition of a fine by the CME in the amount of $10,000, which was paid by submission of a wire on May 19, 2014.
Apr 16, 2014
Regulatory Action: The New York Stock Exchange LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $77,500 · Begun Apr 16, 2014 · Resolved Apr 16, 2014 · Acceptance, Waiver & Consent(AWC) · Docket 20120353783-01
Financial Industry Regulatory Authority, inc. ("FINRA") department of market regulation, on behalf of The New York Stock Exchange LLC ("NYSE"), alleged that, during the period between April 1, 2009 and September 15, 2011, Goldman, Sachs & co. (the "firm"): (I) submitted certain trades with inaccurate account type indicators (ATIS) to the NYSE for comparison and/or settlement, in alleged violation of NYSE rule 132(a); and (II) failed to implement adequate systems and controls, including a separate system of follow-up and review, reasonably designed to achieve compliance with NYSE rule 132, in alleged violation of NYSE rule 342.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on behalf of the NYSE on April 16, 2014, and on May 5, 2014, the firm submitted a wire in payment of a fine in the amount of $77,500.
Apr 14, 2014
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $15,000 · Begun Apr 14, 2014 · Resolved Apr 14, 2014 · Acceptance, Waiver & Consent(AWC) · Docket 20110288572-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that, during the period of July 2010 through June 2011: (I) certain systems of Goldman, Sachs & co. (the "firm") failed to route intermarket sweep orders (ISOS) to bats y, edge a, and edge x, in alleged violation of SEC rule 611(a)(2); and that (II) the firm failed to implement reasonable procedures, including appropriate testing, to ensure that the order routing logic in certain trading systems was updated to account for all current market venues to which the firm routed orders to prevent trade-throughs of protected quotations in NMS stocks, in alleged violation of FINRA rule 2010 and NASD rule 3010.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on April 14, 2014, and on April 28, 2014, the firm submitted a wire in payment of a fine in the amount of $15,000.
Jan 31, 2014
Regulatory Action: ICE Clear Credit LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,000 · Begun Jan 3, 2014 · Resolved Jan 31, 2014 · Consent · Docket 2013-404B-056
ICE Clear Credit, LLC ("ICE") alleged that during the month of December, 2013, Goldman, Sachs & co. (the "firm") failed to submit two (2) index end of day prices in accordance with ICE rules and procedures, in alleged violation of ICE rule 404(b).
ICE made a summary assessment against the firm in the amount of $2,000, which was billed in an ICE monthly clearing fee invoice dated January 31, 2014, and paid on February 20, 2014.
Jan 10, 2014
Regulatory Action: ICE Futures U.S., Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,500 · Begun Jan 10, 2014 · Resolved Jan 10, 2014 · Decision · Docket 2013-141/148
In a notice of summary fine dated January 10, 2014, ICE Futures U.S., Inc. ("ICE") compliance department informed Goldman, Sachs & co. (the "firm") that on October 23, 2013, October 29, 2013, and November 20, 2013, certain block trades were reported late in alleged violation of ICE rule 4.07(c).
Without admitting or denying the allegations or findings, the firm consented to a fine in the amount of $1,500 which was paid by submission of a wire on February 3, 2014.
Nov 6, 2013
Regulatory Action: ICE Clear Credit LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Nov 6, 2013 · Resolved Nov 6, 2013 · Decision · Docket 2013-404B-015
ICE Clear Credit, LLC ("ICE") alleged that during the month of July 2013, Goldman, Sachs & co. (the "firm") failed to submit one (1) index end of day price in accordance with ICE rules and procedures, in alleged violation of ICE rule 404(b).
ICE made a summary assessment against the firm of $1,000, which was made final on November 6, 2013. The assessment amount was billed in an ICE monthly clearing fee invoice, and was paid on December 19, 2013.
Oct 22, 2013
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $25,000 · Begun Oct 22, 2013 · Resolved Oct 22, 2013 · Acceptance, Waiver & Consent(AWC) · Docket 20110284031-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that (I) during the period of January 1, 2011 through March 31, 2011, Goldman, Sachs & co. (the "firm"): (I) failed to report to the trade reporting and compliance engine ("TRACE") the correct time of trade execution for certain P1 transactions in TRACE-eligible securities, in alleged violation of FINRA rule 6730(c)(8); (II) reported to TRACE certain P1 transactions in TRACE-eligible securities that it was not required to report, in alleged violation of FINRA rule 6730; (III) failed to show the correct time of execution on the memorandum of certain brokerage orders, in alleged violation of SEC rule 17A-3 and NASD rule 3110; and (IV) failed to report to TRACE the correct contra-party's identifier for certain transactions in TRACE-eligible securities, in alleged violation of FINRA rule 6730(c)(6).
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on October 22, 2013, and on November 7, 2013, the firm submitted a wire in payment of a fine in the amount of $25,000.
May 31, 2013
Regulatory Action: Chicago Board of Trade FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $875,000 · Begun May 31, 2013 · Resolved May 31, 2013 · Consent · Docket CBOT 09-03091-BC
A Chicago Board of Trade ("CBOT") business conduct committee ("BCC") panel (the "panel") alleged that: (I) in December 2008, CME group inc. market regulation department ("market regulation") was in regular contact with Goldman, Sachs & co. (the "firm") regarding a large position held by the firm in a Treasury futures contract which was set to expire (the "contract"), and that the firm did not adequately relay certain market regulation concerns to certain firm traders; and (II) during the final minute prior to expiration of the contract, a firm trader executed a market order, and then submitted a limit order, which was only partially filled as a result of illiquidity in the market, and that during the course of these orders and subsequent fills, the market traded up resulting in the final price of the contract settling above what was indicated by the December-March calendar spread, in alleged violation of CBOT rule 432.w.
Without admitting or denying the allegations, the firm submitted a settlement offer to the panel. On June 29, 2013, the panel accepted the settlement offer and issued a decision effective on May 31, 2013. On June 12, 2013, the firm submitted a wire in payment of the fine in the amount of $875,000.
May 15, 2013
Regulatory Action: CME Group, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun May 15, 2013 · Resolved May 15, 2013 · Consent · Docket 13-9246
CME Group, Inc. ("CME") market regulation alleged that Goldman, Sachs & co. (the "firm") netted down 25 January 2013 comex copper futures contracts on January 9, 2013, in alleged violation of CME rule 854.b.
Without admitting or denying the allegations, the firm consented to the imposition of a fine by CME in the amount of $1,000, which was paid by submission of a check on May 9, 2013.
Apr 2, 2013
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $47,500 · Begun Apr 2, 2013 · Resolved Apr 2, 2013 · Acceptance, Waiver & Consent(AWC) · Docket 2010025148901
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that Goldman, Sachs & co. (the "firm") failed: (I) from May 1 to August 31, 2010, to report to the FINRA/Nasdaq trade reporting facility by 8:00 P.M. Eastern time certain transactions that required a .ro, .ra or .RX modifier, in alleged violation of FINRA rule 7230a(g); (II) from September 1 to December 31, 2010, to transmit to the OTC reporting facility within 30 seconds after execution certain last sale reports of transactions in OTC equity securities, in alleged violation of FINRA rules 6622(a) and 2010, and to report to the OTC reporting facility the correct time of execution for certain transactions in reportable securities, in alleged violation of FINRA rule 7330(d)(4); and (III) from January 1 to April 30, 2011, to accept or decline in the FINRA/Nasdaq trade reporting facility certain transactions in reportable securities within 20 minutes after execution, in alleged violation of FINRA rules 7230a(b) and 2010.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on April 2, 2013, and on April 18, 2013, the firm submitted a wire in payment of a fine in the amount of $47,500.
Mar 20, 2013
Regulatory Action: Chicago Mercantile Exchange Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Mar 20, 2013 · Resolved Mar 20, 2013 · Consent · Docket 12-08956
The Chicago Mercantile Exchange Inc. ("CME") market regulation department alleged that Goldman, Sachs & co. (the "firm") trade data for the trade dates of August 1, 2012 through October 5, 2012 reflected an unacceptable computerized trade reconstruction (CTR) error rate, in alleged violation of CME rule 536.f.
Without admitting or denying the allegations, the firm consented to the imposition of a fine by CME in the amount of $2,500, which was paid by submission of a check on March 19, 2013.
Mar 15, 2013
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $20,000 · Begun Mar 15, 2013 · Resolved Mar 15, 2013 · Acceptance, Waiver & Consent(AWC) · Docket 2009017007402
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that Goldman, Sachs & co. (the "firm"): (I) during the period of September 16-17, 2009, transmitted to the order audit trail system (OATS) 13 reports that contained certain inaccurate, incomplete, or improperly formatted data, in alleged violation of FINRA rule 7450, and (II) during the period of July 13-14, 2010, erroneously submitted a duplicate non-tape report with the .RX modifier to the FINRA/Nasdaq trade reporting facility, in alleged violation of FINRA rule 7230a.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on March 15, 2013, and on April 4, 2013, the firm submitted a wire in payment of a fine in the amount of $20,000.
Mar 15, 2013
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $39,000 · Begun Mar 15, 2013 · Resolved Mar 15, 2013 · Acceptance, Waiver & Consent(AWC) · Docket 2011026827001
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that Goldman, Sachs & co. (the "firm") failed: (I) during the period of July 1 to September 30, 2010, to report to the trade reporting and compliance engine ("TRACE") the correct contra-party's identifier for certain S1 transactions in TRACE-eligible securities, in alleged violation of FINRA rule 6730(c), and (II) during the period of April 1 to June 30, 2011, to report to TRACE the correct time of trade execution for certain P1 transactions in TRACE-eligible agency debt securities, and to show the correct time of execution on the memorandum of certain brokerage orders, in alleged violation of FINRA rule 6730(c)8 and SEC rule 17A-3, respectively.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on March 15, 2013, and on April 4, 2013, the firm submitted a wire in payment of a fine in the amount of $39,000.
Mar 12, 2013
Regulatory Action: The Nasdaq Stock Market LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $17,500 · Resolved Mar 12, 2013 · Acceptance, Waiver & Consent(AWC) · Docket 2009017007401
Financial Industry Regulatory Authority, inc. ("FINRA") department of market regulation, on behalf of The Nasdaq Stock Market LLC ("NASDAQ"), alleged that during the period of September 16-17, 2009, Goldman, Sachs & co. (the "firm") entered 10 orders into the NASDAQ/singlebook system that failed to correctly indicate whether the orders were a buy, short sale, or long sale, in alleged violation of NASDAQ rule 4755, and that the firm's supervisory system did not provide for supervision reasonably designed to achieve compliance with respect to certain applicable securities laws and regulations, and/or the rules of NASDAQ, in alleged violation of NASDAQ rules 3010 and 2110.
Without admitting or denying the allegations or findings, the firm consented to a censure, fine and undertaking and entered into a letter of acceptance, waiver and consent ("AWC"), which was accepted by FINRA on behalf of Nasdaq on March 12, 2013, and on April 11, 2013, the firm submitted a wire in payment of a fine in the amount of $17,500. In the undertaking, the firm consented to revise and implement applicable written supervisory procedures and, within 90 business days of the acceptance of the AWC, to provide a representation to FINRA that the applicable written supervisory procedures have been revised and implemented.
Feb 15, 2013
Regulatory Action: Chicago Board of Trade FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Feb 15, 2013 · Resolved Feb 15, 2013 · Consent · Docket 13-9273
The Chicago Board of Trade ("CBT") alleged that during a review of Goldman, Sachs & co. (the "firm") position reporting during December 2012, the firm failed to accurately submit certain long positions eligible for delivery, in alleged violation of CBT rule 807.
Without admitting or denying the allegations, the firm consented to the imposition of a fine by CBT in the amount of $2,500, which was paid by submission of a check on February 13, 2013.
Dec 27, 2012
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure; restitution; undertaking · Fine: $568,000 · Begun Dec 27, 2012 · Resolved Dec 27, 2012 · Acceptance, Waiver & Consent(AWC) · Docket 2010022049803
Financial Industry Regulatory Authority, Inc. ("FINRA") department of enforcement alleged that during the period between February 2006 and December 2010, Goldman, Sachs & co. (the "firm") unfairly requested and received reimbursements for certain California public securities association (cal psa) underwriting assessments, in alleged violation of municipal securities rulemaking board ("MSRB") rule G-17, and failed to adopt, maintain and enforce written supervisory procedures reasonably designed to ensure compliance with MSRB rule G-17, in alleged violation of MSRB rule G-27.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by FINRA on December 27, 2012, and on January 10, 2013, the firm submitted a check in payment of the fine in the amount of $568,000. The firm consented to pay restitution in the amount of $115,997.50 and to submit satisfactory proof of payment of restitution or of reasonable documented efforts to effect restitution to the applicable issuers in California to which the firm has not yet provided restitution, and within 180 days of the issuance of the AWC, to certify with FINRA that it has completed a review of relevant written supervisory procedures and systems and implemented necessary revisions to such procedures and systems in order to ensure that the procedures and systems are in compliance with MSRB rule G-27.
Dec 12, 2012
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $15,000 · Begun Dec 12, 2012 · Resolved Dec 12, 2012 · Acceptance, Waiver & Consent(AWC) · Docket 2010023688101
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that during the periods of July 1 to September 30, 2009, and April 1 to June 30, 2010, Goldman, Sachs & co. (the "firm") improperly transmitted certain execution or combined order/execution reports with a reporting exception code (REC) of "p" to the order audit trail system (OATS) that were required to be matched to a related trade report in a FINRA trade reporting system, in alleged violation of FINRA rule 7450.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on December 12, 2012, and on December 24, 2012, the firm submitted a wire in payment of the fine in the amount of $15,000.
Dec 7, 2012
Regulatory Action: CFTC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist; undertakings · Fine: $1.5M · Begun Dec 7, 2012 · Resolved Dec 7, 2012 · Order · Docket 13-08
The Commodity Futures Trading Commission ("CFTC"), in an order, set forth findings and conclusions to which Goldman, Sachs & co. (the "firm") consented, without admitting or denying them, as part of an offer of settlement that was accepted by the CFTC and became effective on December 7, 2012 (the "order"). In its findings in the order, the CFTC asserted that the firm failed for several months, including at least November and December 2007, to ensure that certain aspects of its risk management, compliance, and supervision programs comported with its obligations to supervise diligently its business as a CFTC registrant. During November and December 2007, the firm further failed to supervise diligently the trading activities of an associated person, whose trading activities on seven days in mid-November and mid-December 2007 in the e-mini s&p 500 futures contract, traded on the chicago mercantile exchange's globex platform, resulted in a substantial loss to the firm ($118 million). As a result, the CFTC alleged that the firm failed to have policies or procedures reasonably designed to detect and prevent the manual entry of fabricated futures trades into its front office systems, which aggregated manually entered and electronically executed trades in the same product, in alleged violation of CFTC regulation 166.3.
Without admitting or denying any of the findings or conclusions therein, the firm made an offer of settlement and consented to the entry of an order instituting proceedings pursuant to sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, making findings and imposing remedial sanctions that was accepted by the CFTC and became effective on December 7, 2012 (the "order"). The order orders the firm to cease and desist from violating CFTC regulation 166.3 and imposes a civil monetary penalty in the amount of $1,500,000, which was paid by the submission of a wire to the CFTC on December 14, 2012. In addition, the order included undertakings by the firm. In settling the matter, the CFTC took into account the cooperation of the firm and the corrective action the firm undertook after the trader's activities were discovered.
Nov 21, 2012
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $50,000 · Begun Nov 21, 2012 · Resolved Nov 21, 2012 · Acceptance, Waiver & Consent(AWC) · Docket 20100235665-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that during the period of January 19, 2010 through March 18, 2011, Goldman, Sachs & co. (the "firm") failed to report and/or inaccurately reported, in certain instances, the contra party for certain reportable options positions, in alleged violation of FINRA rule 2360(b)(5).
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on November 21, 2012, and on December 11, 2012, the firm submitted a wire in payment of the fine in the amount of $50,000.
Oct 15, 2012
Regulatory Action: NYSE MKT LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $443,700 · Begun Jul 3, 2012 · Resolved Oct 15, 2012 · Stipulation and Consent · Docket 12-NYSE MKT-6
The legal section of the market regulation department at the Financial Industry Regulatory Authority, on behalf of NYSE regulation, inc., alleged that Goldman, Sachs & co. (the "firm"): (I) during the period between January 2004 and June 2011, mismarked certain options orders on the exchange as "customer" through various proprietary order entry systems employed by the firm to send options orders to the exchange, in alleged violation of NYSE AMEX LLC ("NYSE AMEX") rules 16, 324, 956NY(a) and section 17(a) of the Securities Exchange Act of 1934 and rule 17A-3 promulgated thereunder and (II) failed to have supervisory systems and controls in place, including a separate system of follow-up and review, reasonably designed to achieve compliance with the exchange's origin code requirements, in alleged violation of NYSE AMEX rule 320.
Without admitting or denying the allegations, the firm consented to a fine and censure and entered into a stipulation of facts and consent to penalty with NYSE regulation, inc., which was approved by the NYSE MKT LLC (successor to NYSE AMEX) hearing board on September 20, 2012 and became final on October 15, 2012. On October 19, 2012, the firm submitted a wire to FINRA in payment of the fine in the amount of $443,700. The stipulation of facts and consent to penalty was conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following options exchanges: (I) the chicago board options exchange, inc. (CBOE); (II) BATS exchange, inc. (BATS); (III) boston options exchange LLC (BOX); (IV) the Nasdaq options market (NOM); (v) Nasdaq omx PHLX, inc. (PHLX): (VI) international securities exchange, LLC (ISE); and (VII) NYSE ARCA, inc. (NYSE ARCA).
Sep 27, 2012
Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist; censure; disgorgement · Fine: $3.8M · Begun Sep 27, 2012 · Resolved Sep 27, 2012 · Order · Docket 3-15048
Starting in July 2008, neil M.M. MORRISON ("MORRISON") was employed by Goldman, Sachs & co. (the "firm") to solicit municipal underwriting business from, among others, the commonwealth of Massachusetts treasurer's office. From November 2008 to October 2010, MORRISON was also substantially engaged in the political campaigns, including the November 2010 Massachusetts gubernatorial campaign, for timothy p. CAHILL ("CAHILL"), the then-treasurer of Massachusetts. MORRISON worked on CAHILL's campaign during work hours using firm resources. MORRISON also made a secret, undisclosed cash campaign contribution to CAHILL. Within two years of MORRISON's contributions, the firm engaged in municipal securities business with issuers associated with CAHILL as treasurer and as a candidate for governor. The Securities and Exchange Commission (the "commission") alleged that the firm's engagement in municipal securities business with these issuers violated section 15b(c)(1) of the Exchange Act and MSRB rule G-37(b), and that the firm's failure to maintain records of and to report in regulatory filings the contributions and campaign work, and to take steps to ensure that the attributed contributions, or campaign work or the conflicts of interest raised by them were disclosed in bond offering documents, violated MSRB rules G-8, G-9, G-17, G-27 and G-37. Without admitting or denying the violations (except as to the commission's jurisdiction over it and the subject matter of the proceedings), the firm consented to the entry of the order.
The firm agrees to cease and desist from committing or causing any violations and any future violations of section 15b(c)(1) of the Exchange Act, MSRB rule g 37(b), MSRB rule G-17, MSRB rule G-27, MSRB rule G-37(e), MSRB rule G-8 and MSRB rule G-9. The firm is censured and will pay disgorgement of $7,558,942 and prejudgment interest of $670,033. Of the $7,558,942 in disgorgement, $2,120,547 will be deemed satisfied by respondent's payment of $1,512,902 to the commonwealth of Massachusetts and $607,645 to the Massachusetts water pollution abatement trust in a related action by the commonwealth of Massachusetts. The remaining $5,438,395 and prejudgment interest of $670,033 will be paid to the commission for remittance to the United States Treasury. Finally, the order requires the firm to pay a civil money penalty in the amount of $3,750,000 to the commission, of which $1,875,000 will be transferred to the MSRB in accordance with section 15b(c)(9)(a) of the Exchange Act, and of which the remaining $1,875,000 will be transferred to the United States Treasury. The disgorgement, prejudgment interest and civil money penalty were paid in full by submission of a wire to the commission on October 3, 2012, and by submission of checks to the commonwealth of Massachusetts and the Massachusetts water pollution abatement trust on October 4, 2012.
Sep 25, 2012
Regulatory Action: Nasdaq Omx PHLX, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $448,459 · Begun Sep 25, 2012 · Resolved Sep 25, 2012 · Stipulation and Consent · Docket 2012-09
Nasdaq Omx PHLX, LLC. ("PHLX") alleged that Goldman, Sachs & co. (the "firm"), during the period between January 2004 and May 2010 (the "relevant period"): (I) improperly marked certain options orders on the exchange as "customer" through various proprietary order entry systems employed by the firm to send options orders to the exchange, in alleged violation of PHLX rules 707, 760 and 785, and section 17(a) of the Securities Exchange Act of 1934 and rule 17A-3 promulgated thereunder and (II) failed to remediate certain coding deficiencies until after the relevant period, and to have supervisory systems and controls in place, including a separate system of follow-up and review, reasonably designed to achieve compliance with the exchange's origin code requirements, each in alleged violation of PHLX rule 748(g).
Without admitting or denying the allegations, the firm consented to a fine and censure and entered into an offer of settlement, stipulation of facts and consent to sanctions with the PHLX business conduct committee on September 25, 2012, and on October 22, 2012, the firm submitted a check to PHLX in payment of the fine in the amount of $448,459. The offer of settlement, stipulation of facts and consent to sanctions was conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following options exchanges: (I) the chicago board options exchange, inc. (CBOE); (II) BATS exchange, inc. (BATS); (III) boston options exchange LLC (BOX); (IV) the Nasdaq options market (NOM); (v) international securities exchange, LLC (ISE); (VI) NYSE AMEX LLC (NYSE AMEX); and (VII) NYSE ARCA, inc. (ARCA).
Sep 20, 2012
Regulatory Action: NYSE ARCA, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $671,305 · Begun Jul 3, 2012 · Resolved Sep 20, 2012 · Consent · Docket 12-ARCA-8
The legal section of the market regulation department at the Financial Industry Regulatory Authority, on behalf of NYSE regulation, inc., alleged that Goldman, Sachs & co. (the "firm"): (I) during the period between January 2004 and June 2011, improperly marked certain options orders on the exchange as "customer" through various proprietary order entry systems employed by the firm to send options orders to the exchange, in alleged violation of NYSE ARCA, Inc. ("NYSE ARCA") options rules 6.68, 11.1(b) and 11.16(a), and section 17(a) of the Securities Exchange Act of 1934 and rule 17A-3 promulgated thereunder and (II) failed to have supervisory systems and controls in place, including a separate system of follow-up and review, reasonably designed to achieve compliance with the exchange's origin code requirements, in alleged violation of NYSE ARCA options rule 11.18.
Without admitting or denying the allegations, the firm consented to a fine and censure and entered into an offer of settlement and consent with NYSE regulation, inc., which was approved by the NYSE ARCA hearing board on September 20, 2012 and on October 2, 2012, the firm submitted a wire in payment of the fine in the amount of $671,305. The offer of settlement and consent is conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following options exchanges: (I) the chicago board options exchange, inc. (CBOE); (II) BATS exchange, inc. (BATS); (III) boston options exchange LLC (box - a facility of Nasdaq omx BX); (IV) the Nasdaq options market (NOM); (v) Nasdaq omx PHLX, inc. (PHLX): (VI) international securities exchange, LLC (ISE); and (VII) NYSE AMEX LLC (NYSE AMEX).
Sep 20, 2012
Regulatory Action: Chicago Board Options Exchange, Incorporated FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $3.8M · Begun Sep 20, 2012 · Resolved Sep 20, 2012 · Consent · Docket 12-0008
The Chicago Board Options Exchange, Incorporated ("CBOE") alleged that Goldman, Sachs & co. (the "firm"): (I) during the approximate period from in or about January 2004 through in or about May 2010, mismarked certain options orders with an improper origin code resulting in the execution of orders and crosses, some of which may have been afforded priority to which they were not entitled, in alleged violation of CBOE rules 4.1, 4.2, 4.22, 6.51, 6.74, 15.1 and section 17(a) of the Securities Exchange Act of 1934 and rule 17A-3 promulgated thereunder and (II) failed to maintain supervisory systems and controls that were reasonably designed to achieve compliance with CBOE rules relating to order entry, in alleged violation of CBOE rule 4.2.
Without admitting or denying the allegations, the firm consented to a fine and censure and entered into a letter of consent which was approved by the CBOE business conduct committee on September 20, 2012 and on September 27, 2012, the firm submitted a wire in payment of the fine in the amount of $3,750,000. The letter of consent is conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following options exchanges (I) BATS exchange, inc. (BATS); (II) boston options exchange regulation, LLC (BOXR); (III) international securities exchange, LLC (ISE); (IV) the Nasdaq options market (NOM); (v) Nasdaq omx PHLX, inc. (PHLX): (VI) NYSE AMEX LLC (AMEX); and (VII) NYSE ARCA, inc. (ARCA).
Sep 20, 2012
Regulatory Action: International Securities Exchange, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $1.1M · Begun Sep 20, 2012 · Resolved Sep 20, 2012 · Acceptance, Waiver & Consent(AWC) · Docket 20100235041
International Securities Exchange, LLC ("ISE") alleged that Goldman, Sachs & co. (the "firm"): (I) during the period between January 2004 and May 2010, improperly marked certain options orders on the exchange as "customer" through various proprietary order entry systems employed by the firm to send options orders to the exchange, in alleged violation of ISE rules 400, 712(a), and 1400(a), and section 17(a) of the Securities Exchange Act of 1934 and rule 17A-3 promulgated thereunder and (II) failed to have supervisory systems and controls in place, including a separate system of follow-up and review, reasonably designed to achieve compliance with the exchange's origin code requirements, in alleged violation of ISE rule 401.
Without admitting or denying the allegations or findings, the firm consented to a fine and censure and entered into a letter of acceptance, waiver and consent ("AWC"), which was approved by ise business conduct committee and a summary of which was published by ise on September 20, 2012, and on October 19, 2012, the firm submitted a wire to ise in payment of the fine in the amount of $1,074,788. The AWC was conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following options exchanges: (I) the chicago board options exchange, inc. (CBOE); (II) BATS exchange, inc. (BATS); (III) BOX options exchange, LLC (BOX); (IV) the Nasdaq options market (NOM); (v) Nasdaq omx PHLX, inc. (PHLX); (VI) NYSE AMEX LLC (AMEX); and (VII) NYSE ARCA, inc. (ARCA).
Sep 14, 2012
Regulatory Action: Nasdaq Omx BX, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $297,428 · Begun Sep 14, 2012 · Resolved Sep 14, 2012 · Acceptance, Waiver & Consent(AWC) · Docket 2010023504101
Financial Industry Regulatory Authority, inc. ("FINRA") department of market regulation alleged that Goldman, Sachs & co. (the "firm"): (I) during the period between January 2004 and May 2010, improperly marked certain options orders on the exchange as "customer" through various proprietary order entry systems employed by the firm to send options orders to the exchange, in alleged violation of Nasdaq Omx BX, Inc. ("BOX") trading rules chapter v, sections 1 and 15, and chapter VIII, section 1; and section 17(a) of the Securities Exchange Act of 1934 and rule 17A-3 promulgated thereunder and (II) failed to have supervisory systems and controls in place, including a separate system of follow-up and review, reasonably designed to achieve compliance with the exchange's origin code requirements, in alleged violation of BOX trading rules chapter III, sections 1 and 2, and chapter v, section 1.
Without admitting or denying the allegations or findings, the firm consented to a fine and censure and entered into a letter of acceptance, waiver and consent ("AWC"), which was approved by FINRA on September 14, 2012 and on October 16, 2012, the firm submitted a wire to box in payment of the fine in the amount of $297,428. The AWC was conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following options exchanges: (I) the chicago board options exchange, inc. (CBOE); (II) Nasdaq omx PHLX, inc. (PHLX); (III) the Nasdaq options market (NOM); (IV) BATS exchange, inc. (BATS); (v) international securities exchange, LLC (ISE); (VI) NYSE AMEX LLC (AMEX); and (VII) NYSE ARCA, inc. (ARCA).
Sep 14, 2012
Regulatory Action: Nasdaq Options Market FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $63,507 · Begun Sep 14, 2012 · Resolved Sep 14, 2012 · Acceptance, Waiver & Consent(AWC) · Docket 2010023504102
Financial Industry Regulatory Authority, inc. ("FINRA") department of market regulation alleged that Goldman, Sachs & co. (the "firm"): (I) during the period between March 2008 and May 2010, improperly marked certain options orders on the exchange as "customer" through various proprietary order entry systems employed by the firm to send options orders to the exchange, in alleged violation of Nasdaq Options Market, LLC ("NOM") rules chapter v, sections 1(b)(III) and section 7(a), and chapter IX, section 1; and section 17(a) of the Securities Exchange Act of 1934 and rule 17A-3 promulgated thereunder and (II) failed to have supervisory systems and controls in place, including a separate system of follow-up and review, reasonably designed to achieve compliance with the exchange's origin code requirements, in alleged violation of NOM rules chapter III, sections 1 and 2(a)(I).
Without admitting or denying the allegations or findings, the firm consented to a fine and censure and entered into a letter of acceptance, waiver and consent ("AWC"), which was approved by FINRA on September 14, 2012, and on October 22, 2012, the firm submitted a check to nom in payment of the fine in the amount of $63,507. The AWC was conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following options exchanges: (I) the chicago board options exchange, inc. (CBOE); (II) Nasdaq omx PHLX, inc. (PHLX); (III) boston options exchange LLC (BOX); (IV) BATS exchange, inc. (BATS); (v) international securities exchange, LLC (ISE); (VI) NYSE AMEX LLC (AMEX); and (VII) NYSE ARCA, inc. (ARCA).
Sep 5, 2012
Regulatory Action: Pennsylvannia Securities Commission FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $221,332 · Begun Sep 5, 2012 · Resolved Sep 5, 2012 · Consent · Docket 2010-07-13
Various state regulators, including the Pennsylvania securities commission, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative proceeding, findings of fact, conclusions of law and order, the Pennsylvania securities commission alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an adminsitrative proceeding, findings of fact, conclusions of law and order with the Pennsylvania securities commission on September 5, 2012 in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $221,331.78 to the Pennsylvania securities commission, which amount was paid on September 17, 2012.
Jul 9, 2012
Regulatory Action: Bats Z-Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $813 · Begun Jul 9, 2012 · Resolved Jul 9, 2012 · Acceptance, Waiver & Consent(AWC) · Docket 20100826
Financial Industry Regulatory Authority, inc. ("FINRA") department of market regulation, on behalf of Bats Z-Exchange, Inc. ("Bats"), alleged that Goldman, Sachs & co. (the "firm"): (I) during the period between February 2010 and May 2010, improperly marked certain options orders on the exchange as "customer" through various proprietary order entry systems employed by the firm to send options orders to the exchange, in alleged violation of Bats rules chapter III, rule 3.1, chapter IV, rule 4.1, and chapter xxiv, rules 24.1 and 24.4(a); and section 17(a) of the Securities Exchange Act of 1934 and rule 17A-3 promulgated thereunder and (II) failed to have supervisory systems and controls in place, including a separate system of follow-up and review, reasonably designed to achieve compliance with the exchange's origin code requirements, in alleged violation of Bats rules chapter v, rules 5.1 and 5.2, and chapter xviii, rule 18.1.
Without admitting or denying the allegations or findings, the firm consented to a fine and censure and entered into a letter of acceptance, waiver and consent ("AWC"), which was accepted and which was published by Bats on September 21, 2012, and on October 22, 2012, the firm submitted a check to Bats in payment of the fine in the amount of $813.00. The AWC was conditioned upon acceptance of parallel settlement agreements in related matters between the firm and the following options exchanges: (I) the chicago board options exchange, inc. (CBOE); (II) Nasdaq omx PHLX, inc. (PHLX); (III) boston options exchange LLC (BOX); (IV) the Nasdaq options market ("NOM"); (v) international securities exchange, LLC (ISE); (VI) NYSE AMEX LLC (AMEX); and (VII) NYSE ARCA, inc. (ARCA).
Apr 29, 2012
Regulatory Action: New York Stock Exchange LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $85,000 · Begun Feb 16, 2012 · Resolved Apr 29, 2012 · Stipulation and Consent · Docket 12-NYSE-3
The legal section of the market regulation department at the Financial Industry Regulatory Authority, on behalf of NYSE regulation, inc., alleged that Goldman, Sachs & co. (the "firm") in its capacity as a NYSE supplemental liquidity provider (SLP) during the period between January 2009 and at least September 2011, failed to maintain supervisory procedures, including a system of follow-up and review, that were reasonably designed to detect and prevent potentially violative wash trading activity, in alleged violation of NYSE rule 342.
Without admitting or denying the allegations, the firm consented to a fine and censure and entered into a stipulation of facts and consent to penalty with NYSE regulation, inc., which was approved by the NYSE hearing board on April 4, 2012 and became final on April 29, 2012. On April 16, 2012, the firm submitted a wire in payment of the fine in the amount of $85,000.
Apr 12, 2012
Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist; censure; undertaking · Fine: $22.0M · Begun Apr 12, 2012 · Resolved Apr 12, 2012 · Order · Docket 3-14845
The U.S. Securities and Exchange Commission (the "SEC") has alleged that the huddles program of Goldman, Sachs & co. (the "firm") -a practice where the firm's equity research analysts allegedly provided their best trading ideas to firm traders and a select group of the firm's top clients-created a serious and substantial risk that analysts would share material nonpublic information concerning their published research with asymmetric service initiative ("ASI") clients and firm traders. The SEC alleged that the firm willfully violated section 15(g) of the Exchange Act by failing establish, maintain, and enforce adequate policies and procedures to prevent such misuse in light of the risks arising from the huddles and ASI.
Without admitting or denying the violations, the firm consented to the entry of an order instituting administrative and cease- and-desist proceedings pursuant to sections 15(b) and 21c of the Securities Exchange Act of 1934, making findings, and imposing remedial sanctions and a cease and desist order on April 12, 2012 (the "order") by the SEC pursuant to which firm (I) shall cease and desist from committing or causing any violations and any future violations of section 15(g) of the Exchange Act; (II) is censured; (III) paid a total civil money penalty of $22 million on April 19, 2012, $11 million of which was paid to the Financial Industry Regulatory Authority in a related proceeding, and $11 million of which was paid to the SEC, and (IV) shall comply with certain other undertakings, including a comprehensive review, including recommendations, of the policies, procedures and practices maintained and implemented by the firm pursuant to section 15(g) of the Exchange Act that relate to the findings of the order.
Apr 12, 2012
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure; undertaking · Fine: $22.0M · Begun Apr 12, 2012 · Resolved Apr 12, 2012 · Acceptance, Waiver & Consent(AWC) · Docket 2009019301201
Financial Industry Regulatory Authority, Inc. ("FINRA") has alleged that a formalized business process at Goldman, Sachs & co. (the "firm") known as trading huddles as well its asymmetric service initiative ("ASI") created a substantial risk that material non- public information concerning research analysts' published research could be disclosed to certain priority clients. FINRA further alleged that the firm violated (I) NASD rules 3010 and 2110 and FINRA rule 2010 by institutionalizing trading huddles and ASI without establishing adequate policies, procedures and controls; (II) NASD rules 3010 and 2110 and FINRA rule 2010 by failing to establish, maintain and enforce reasonable systems and procedures to supervise research analyst communications to prevent and detect the previewing of material non-public changes to an analyst's published research by equity research analysts and to monitor for possible trading in advance of published research or conviction list changes; and (III) FINRA rules 5280 and 2010 by failing to establish and maintain policies and procedures reasonably designed to prevent trading ahead of research reports.
Without admitting or denying the violations, the firm entered into a letter of acceptance, waiver and consent on April 12, 2012 (the "AWC") with FINRA pursuant to which the firm consented to (I) a censure; (II) a fine in the amount of $22 million, which was paid on April 19, 2012, of which $11 million was paid according to an administrative order issued by the U.S. Securities and Exchange Commission relating to its investigation of the firm's trading huddles; and (III) undertake a comprehensive review of the firm's supervisory and compliance policies and procedures concerning the allegedly violative conduct addressed in the AWC.
Mar 22, 2012
Regulatory Action: Utah Division of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $88,007 · Begun Mar 22, 2012 · Resolved Mar 22, 2012 · Consent · Docket SD-12-0023
Various state regulators, including the Utah Division of Securities, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the stipulation and consent order, the Utah Division of Securities alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a stipulation and consent order with the Utah Division of Securities on March 22, 2012, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $88,007.05 to the Utah Division of Securities, which amount was paid on April 6, 2012.
Mar 20, 2012
Regulatory Action: Oklahoma Department of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $188,129 · Begun Mar 20, 2012 · Resolved Mar 20, 2012 · Consent · Docket 10-082
Various state regulators, including the Oklahoma Department of Securities, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Oklahoma Department of Securities alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Oklahoma Department of Securities on March 20, 2012, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $188,128.55 to the Oklahoma Department of Securities, which amount was paid April 2, 2012.
Feb 8, 2012
Regulatory Action: Chicago Mercantile Exchange Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Feb 8, 2012 · Resolved Feb 8, 2012 · Consent · Docket 11-06316
In a routine examination of Goldman, Sachs & co. (the "firm"), CME group market regulation ("CME") made findings that, from September 29, 2011 through November 25, 2011, certain firm trading documents contained at least one data entry error, in alleged violation of Chicago Mercantile Exchange Inc. rule 536.f.
On February 8, 2012, CME fined the firm $5,000 for alleged violations of rule 536.f, and on February 7, 2012, the firm submitted a wire in payment of the fine.
Feb 3, 2012
Regulatory Action: New York Stock Exchange LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $10,000 · Begun Dec 14, 2011 · Resolved Feb 3, 2012 · Stipulation and Consent · Docket 12-NYSE-1
The legal section of the market regulation department at the Financial Industry Regulatory Authority, on behalf of NYSE regulation, inc, alleged that Goldman, Sachs & co. (the "firm") failed : (I) (I) on five occasions between November 14, 2008 and August 5, 2009, to timely submit the Regulation M trading notice to the NYSE in connection with distributions on an NYSE-listed company in which the firm acted as an underwriter or manager and (II) to notify the NYSE of the firm's intention to engage in certain syndicate covering transactions on April 27-28, 2010 and May 18, 2010, prior to engaging in the transactions, in connection with an offering of a security for which the firm was lead manager, each in alleged violation of NYSE rule 5190; (II) on two occasions between June 4, 2009 and March 5, 2010, to timely notify the NYSE of its participation in a distribution for which its affiliated designated market-maker (DMM) was registered, in alleged violation of NYSE rule 460.30; and (III) to reasonably supervise compliance with NYSE rules 5190 and 460.30, by failing to have a reasonable system of follow-up and review to determine if its reporting policies and procedures with respect to such rules were followed, in alleged violation of NYSE rule 342.
Without admitting or denying the allegations, the firm consented to a fine and censure and entered into a stipulation of facts and consent to penalty with NYSE regulation, inc., which was approved by the NYSE hearing board on January 9, 2012 and became final on February 3, 2012. On January 26, 2012, the firm submitted a wire in payment of the fine in the amount of $10,000.
Jan 9, 2012
Regulatory Action: NYSE ARCA, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $40,000 · Begun Dec 14, 2011 · Resolved Jan 9, 2012 · Decision & Order of Offer of Settlement · Docket 12-ARCA-1
The legal section of the market regulation department at the Financial Industry Regulatory Authority, on behalf of NYSE regulation, inc., alleged that, due to the inadvertent introduction of a programming error into a surveillance report designed to detect potential violations of rule 105 of Regulation M, and which has since been corrected, Goldman, Sachs & co. (the "firm"), from in or about October 2007 through August 2008, did not maintain an adequate supervisory system reasonably designed to detect potential violations of rule 105 of Regulation M, in alleged violation of NYSE ARCA equities rule 6.18(b).
Without admitting or denying the allegations, the firm consented to a fine and censure and entered into an offer of settlement and consent with NYSE regulation, inc., on behalf of NYSE ARCA, Inc., which was accepted by the NYSE ARCA hearing board on January 9, 2012, and on January 26, 2012, the firm submitted a wire in payment of the fine in the amount of $40,000.
Dec 19, 2011
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $7,500 · Begun Dec 19, 2011 · Resolved Dec 19, 2011 · Acceptance, Waiver & Consent(AWC) · Docket 20110260449-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of enforcement alleged that during the period of April 1, 2007 through September 30, 2010, Goldman, Sachs & co. (the "firm") failed to comply with municipal securities rulemaking board ("MSRB") rules G-32 and G-36, in certain respects. More specifically, FINRA department of enforcement alleged that the firm filed 72 out of 934 filings late, resulting in an overall failure rate during the review period of 7.7 percent, in alleged violation of MSRB rules G-36 and G-32.
Without admitting or denying the allegations or findings, the firm consented to a censure and fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on December 19, 2011 and on January 4, 2012, the firm submitted a wire in payment of the fine in the amount of $7,500.
Nov 15, 2011
Regulatory Action: New Mexico Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $73,187 · Begun Nov 15, 2011 · Resolved Nov 15, 2011 · Consent · Docket 11-11-998-003
Various state regulators, including the New Mexico Securities Division, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the New Mexico Securities Division alleged that Goldman, Sachs & co. ("the firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the New Mexico Securities Division on November 15, 2011 in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $73,187.42 to the New Mexico Securities Division, which amount was paid on November 23, 2011.
Nov 3, 2011
Regulatory Action: Florida Office of Financial Regulation FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $1.8M · Begun Nov 3, 2011 · Resolved Nov 3, 2011 · Consent · Docket 0559-S-4/11
Various state regulators, including the Florida Office of Financial Regulation, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent agreement and final order, the Florida Office of Financial Regulation alleged that Goldman, Sachs & co. ("the firm") failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent agreement and final order with the Florida Office of Financial Regulation on November 3, 2011 in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $1,755,209.90 to the Florida Office of Financial Regulation, which amount was paid on November 14, 2011.
Nov 2, 2011
Regulatory Action: Ohio Division of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $410,062 · Begun Nov 2, 2011 · Resolved Nov 2, 2011 · Consent · Docket 11-043
Various state regulators, including the Ohio Division of Securities, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the Ohio Division of Securities alleged that Goldman, Sachs & co. ("the firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Ohio Division of Securities on November 2, 2011, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $410,062.50 to the Ohio Division of Securities which amount was paid on November 15, 2011.
Nov 2, 2011
Regulatory Action: Department of Insurance, Securities and Banking of the Government of the District of Columbia FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $98,428 · Begun Nov 2, 2011 · Consent · Docket SB-CO-24-11
Various state regulators, including the Department of Insurance, Securities and Banking of the Government of the District of Columbia, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the Department of Insurance, Securities and Banking of the Government of the District of Columbia alleged that Goldman, Sachs & co. ("the firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Department of Insurance, Securities and Banking of the Government of the District of Columbia on November 2, 2011 in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $98,427.93 to the Department of Insurance, Securities and Banking of the Government of the District of Columbia, which amount was paid on November 14, 2011.
Oct 27, 2011
Regulatory Action: Minnesota Department of Commerce FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $176,018 · Begun Oct 27, 2011 · Resolved Oct 27, 2011 · Consent · Docket 16249
Various state regulators, including the Minnesota Department of Commerce, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Minnesota Department of Commerce alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Minnesota Department of Commerce on October 27, 2011, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $176,017.95 to the Minnesota Department of Commerce, which amount was paid on November 3, 2011.
Oct 13, 2011
Regulatory Action: ICE Futures U.S., Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Oct 13, 2011 · Resolved Oct 13, 2011 · Decision · Docket 2011-019
In a notice of summary fine dated October 13, 2011, ICE Futures U.S., Inc. ("ICE") compliance department informed Goldman, Sachs & co. (the "firm") that, after completing a review of audit trail data corresponding to orders that were routed to the ICE electronic trade system ("ETS") through a third-party front-end employed by a client of the firm, ICE compliance department concluded that the firm failed to provide complete electronic audit trail data corresponding to 18 orders that were entered onto the ETS in October 2010, in alleged violation of ICE rule 27.12a.
Without admitting or denying the allegations, the firm consented to a fine in the amount of $5,000 which was paid by submission of a wire on October 21, 2011.
Jun 14, 2011
Regulatory Action: New Hampshire Department of State, Bureau of Securities Regulation FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $92,585 · Begun Jun 14, 2011 · Resolved Jun 14, 2011 · Consent
Various state regulators, including the New Hampshire Department of State, Bureau of Securities Regulation, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the New Hampshire Department of State, Bureau of Securities Regulation alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the New Hampshire Department of State, Bureau of Securities Regulation on June 14, 2011, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $92,584.57 to the New Hampshire Department of State, Bureau of Securities Regulation, which amount was paid on June 20, 2011.
Jun 10, 2011
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $27,500 · Begun Jun 10, 2011 · Resolved Jun 10, 2011 · Acceptance, Waiver & Consent(AWC) · Docket 20080163749-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that: (I) from July 1 to September 30, 2007, Goldman, Sachs & co. (the "firm") failed to report to the trade reporting and compliance engine (TRACE) the correct contra-party's identifier for 220 transactions in TRACE-eligible securities, in alleged violation of NASD rule 6230(c)(6), and (II) from January 1 to March 31, 2009, failed to report to TRACE 1,077 transactions in TRACE-eligible securities within 15 minutes of the time of execution, in alleged violation of FINRA rule 6730(a) and allegedly constituting a pattern or practice of late reporting without exceptional circumstances in violation of FINRA rule 2010.
Without admitting or denying the allegations, the firm consented to a censure and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on June 10, 2011 and on June 28, 2011, the firm submitted a wire in payment of the fine in the amount of $27,500.
Jun 10, 2011
Regulatory Action: West Virginia Securities Commission FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $47,379 · Begun Jun 10, 2011 · Resolved Jun 10, 2011 · Consent · Docket 70-361
Various state regulators, including the West Virginia Securities Commission, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the West Virginia Securities Commission alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the West Virginia Securities Commission on June 10, 2011, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $47,378.87 to the West Virginia Securities Commission, which amount was paid on June 20, 2011.
Jun 9, 2011
Regulatory Action: Commonwealth of Massachusetts Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist; undertaking. · Fine: $10.0M · Begun Jun 8, 2011 · Resolved Jun 9, 2011 · Consent · Docket E-2009-0079
The Commonwealth of Massachusetts Securities Division (the "division") alleged that, from January 1, 2006 through June 9, 2011, Goldman, Sachs & co. (the "firm") failed: (I) to establish adequate procedures and supervisory processes designed to identify and manage potential conflicts of interest related to its research services; (II) to have adequate procedures in place reasonably designed to prevent or detect the dissemination by global investment research ("GIR") equity analysts of certain unpublished short term trading ideas which favored the interests of certain priority clients; (III) to reasonably supervise its GIR equity analysts' communications to prevent and detect dissemination by GIR equity analysts of certain unpublished short term trading ideas which favored the interests of certain priority clients; (IV) to prevent the use and dissemination by GIR equity analysts of certain unpublished short term trading ideas which favored the interests of certain priority clients; and (v) to deal fairly and objectively with all clients in connection with the dissemination by GIR equity analysts of certain unpublished short term trading ideas, in alleged violation of section 204(a)(2)(g) and section 204(a)(2)(j) of the Massachusetts uniform Securities Act (the "act").
Without admitting or denying the legal conclusions or violations, the firm entered into an offer of settlement with the Massachusetts securities division on June 8, 2011 (the "offer") and a consent order, dated June 9, 2011 (the "order"), pursuant to which the firm consented to a civil penalty in the amount of $10,000,000 which was paid to the Commonwealth of Massachusetts, on June 15, 2011. In connection with the order, the firm agreed to (I) permanently cease and desist from violations of the act in connection with related research activities; (II) permanently discontinue the asi; (III) permanently discontinue huddles; (IV) within 90 days of the signed order, review and enhance, as appropriate, its written supervisory policies and procedures with respect to certain practices within gir; and (v) require the director or the co-director of americas equity research to certify to the division in writing, within 180 days after the date of entry of the order, that the firm has fully adopted and complied with the various undertakings set forth in the consent order.
May 10, 2011
Regulatory Action: Maryland Securities Commissioner FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $722,977 · Begun May 10, 2011 · Resolved May 10, 2011 · Consent · Docket 2010-0205
Various state regulators, including the Maryland Securities Commissioner, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Maryland Securities Commissioner alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Maryland Securities Commissioner on May 10, 2011, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $722,977.33 to the Maryland Securities Commissioner, which amount was paid on May 13, 2011.
May 10, 2011
Regulatory Action: Massachusetts Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $1.4M · Begun May 10, 2011 · Resolved May 10, 2011 · Consent · Docket E-2011-0016
Various state regulators, including the Massachusetts Securities Division, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the Massachusetts Securities Division alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Massachusetts Securities Division on May 10, 2011, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $1,368,553.05 to the Massachusetts Securities Division, which amount was paid on May 13, 2011.
May 6, 2011
Regulatory Action: New Jersey Bureau of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $959,794 · Begun May 6, 2011 · Resolved May 6, 2011 · Consent · Docket 2010-025
Various state regulators, including the New Jersey Bureau of Securities, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the New Jersey Bureau of Securities alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the New Jersey Bureau of Securities on May 6, 2011 in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $959,794.35 to the New Jersey Bureau of Securities, which amount was paid on May 11, 2011.
Apr 5, 2011
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Apr 5, 2011 · Resolved Apr 5, 2011 · Acceptance, Waiver & Consent(AWC) · Docket 20100237082-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that on July 29, 2010, Goldman, Sachs & co. (the "firm") effected, directly or indirectly, one transaction in a security while a trading pause was in effect, in alleged violation of FINRA rule 5260.
Without admitting or denying the allegations, the firm consented to a fine and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on April 5, 2011 and on April 20, 2011, the firm submitted a wire in payment of the fine in the amount of $5,000.
Jan 21, 2011
Regulatory Action: Virginia State Corporation Commission, Division of Securities & Retail Franchising FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $333,137 · Begun Jan 21, 2011 · Resolved Jan 21, 2011 · Consent · Docket SEC-2010-00056
Various state regulators, including the Virginia State Corporation Commission, Division of Securities & Retail Franchising, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Virginia State Corporation Commission, Division of Securities & Retail Franchising alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Virginia State Corporation Commission, Division of Securities & Retail Franchising on January 21, 2011 in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $333,137.12 to the Virginia State Corporation Commission, Division of Securities & Retail Franchising, which amount was paid on January 31, 2011.
Jan 18, 2011
Regulatory Action: Wisconsin Division of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $95,100 · Begun Jan 18, 2011 · Resolved Jan 18, 2011 · Consent · Docket S-215589 (EX)
Various state regulators, including the Wisconsin Division of Securities, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the Wisconsin Division of Securities alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Wisconsin Division of Securities on January 18, 2011, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $95,100.40 to the Wisconsin Division of Securities, which amount was paid on January 26, 2011.
Jan 18, 2011
Regulatory Action: State of Alaska, Division of Banking and Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $46,009 · Begun Jan 18, 2011 · Resolved Jan 18, 2011 · Consent · Docket 10-14-S
Various state regulators, including the State of Alaska, Division of Banking and Securities, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the State of Alaska, Division of Banking and Securities alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the State of Alaska, Division of Banking and Securities on January 18, 2011, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $46,009.22 to the State of Alaska, Division of Banking and Securities, which amount was paid on January 26, 2011.
Jan 14, 2011
Regulatory Action: Michigan Office of Financial and Insurance Regulation FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $91,100 · Begun Jan 14, 2011 · Resolved Jan 14, 2011 · Consent
Various state regulators, including the Michigan Office of Financial and Insurance Regulation, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the Michigan Office of Financial and Insurance Regulation alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Michigan Office of Financial and Insurance Regulation on January 14, 2011 in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $91,099.58 to the Michigan Office of Financial and Insurance Regulation, which amount was paid on January 26, 2011.
Jan 12, 2011
Regulatory Action: Colorado Department of Regulatory Agencies, Division of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $508,021 · Begun Jan 12, 2011 · Resolved Jan 12, 2011 · Consent · Docket 11-6-13
Various state regulators, including the Colorado Department of Regulatory Agencies, Division of Securities, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Colorado Department of Regulatory Agencies, Division of Securities alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Colorado Department of Regulatory Agencies, Division of Securities on January 12, 2011, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $508,021.39 to the Colorado Department of Regulatory Agencies, Division of Securities, which amount was paid on January 26, 2011.
Jan 11, 2011
Regulatory Action: Nebraska Department of Banking & Finance FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $51,308 · Begun Jan 11, 2011 · Resolved Jan 11, 2011 · Consent
Various state regulators, including the Nebraska Department of Banking & Finance, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Nebraska Department of Banking & Finance alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Nebraska Department of Banking & Finance on January 11, 2011, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $51,307.60 to the Nebraska Department of Banking & Finance, which amount was paid on January 21, 2011.
Dec 28, 2010
Regulatory Action: Arkansas Securities Commissioner FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $78,556 · Begun Dec 28, 2010 · Resolved Dec 28, 2010 · Consent · Docket S-09-024-10-OR14
Various state regulators, including the Arkansas Securities Commissioner, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Arkansas Securities Commissioner alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Arkansas Securities Commissioner on December 28, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $78,556.45 to the Arkansas Securities Commissioner, which amount was paid on January 6, 2011.
Dec 17, 2010
Regulatory Action: Connecticut Department of Banking FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $1.0M · Begun Dec 17, 2010 · Resolved Dec 17, 2010 · Consent · Docket CO-10-7842-S
Various state regulators, including the Connecticut Department of Banking, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Connecticut Department of Banking alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Connecticut Department of Banking on December 17, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $1,014,903.35 to the Connecticut Department of Banking, which amount was paid on December 23, 2010.
Dec 6, 2010
Regulatory Action: Oregon Department of Business and Consumer Services FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $80,863 · Begun Dec 6, 2010 · Resolved Dec 6, 2010 · Consent · Docket S-10-0009
Various state regulators, including the Oregon Department of Business and Consumer Services, conducted an industry-wide, joint investigation into the marketing and sale of ars. In the order to cease and desist, order for assessing civil penalty, and consent to entry of order, the Oregon Department of Business and Consumer Services alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an order to cease and desist, order for assessing civil penalty, and consent to entry of order with the Oregon Department of Business and Consumer Services on December 6, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $80,863.23 to the Oregon Department of Business and Consumer Services, which amount was paid on December 10, 2010.
Dec 2, 2010
Regulatory Action: Iowa Insurance Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $53,182 · Begun Dec 2, 2010 · Resolved Dec 2, 2010 · Consent · Docket 67953
Various state regulators, including the Iowa Insurance Division, conducted an industry-wide, joint investigation into the marketing and sale of ars. In the administrative consent order, the Iowa Insurance Division alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Iowa Insurance Division on December 2, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $53,181.86 to the Iowa Insurance Division, which amount was paid on December 10, 2010.
Nov 9, 2010
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $650,000 · Begun Nov 9, 2010 · Resolved Nov 9, 2010 · Acceptance, Waiver & Consent(AWC) · Docket 20100224738-01
The Financial Industry Regulatory Authority ("FINRA") department of enforcement alleged that, between November 2009 and May 2010, Goldman, Sachs & co. (the "firm") (I) failed in two instances to update the uniform applications for securities industry registration or transfer ("forms U4") for two registered representatives who received wells notices, as required by FINRA by- laws, article v, section 2(c), and (II) did not have in place an effective procedure to ensure that the compliance group responsible for filing amendments to forms U4 was promptly notified about wells notices regarding registered persons, in alleged violation of NASD conduct rule 3010 and FINRA rule 2010.
Without admitting or denying the findings, and solely for purposes of a FINRA proceeding, the firm submitted a letter of acceptance, waiver and consent which was accepted by FINRA on November 9, 2010 that included (1) a censure, (2) a fine in the amount of $650,000 which was paid on November 18, 2010 and (3) an undertaking requiring a certification by the firm within 90 calendar days that (I) it completed a review of its supervisory procedures and systems concerning Form U4 amendments and compliance with FINRA by-laws, article v, section 2(c) and (II) it implemented any necessary revisions.
Nov 3, 2010
Regulatory Action: Virgin Islands Division of Banking and Insurance FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $45,000 · Begun Nov 3, 2010 · Resolved Nov 3, 2010 · Consent · Docket 12-10
Various state regulators, including the Virgin Islands Division of Banking and Insurance, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the Virgin Islands Division of Banking and Insurance alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Virgin Islands Division of Banking and Insurance on November 3, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $45,000.00 to the Virgin Islands Division of Banking and Insurance, which amount was paid on November 17, 2010.
Oct 25, 2010
Regulatory Action: Boston Options Exchange FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $15,000 · Begun Oct 25, 2010 · Resolved Oct 25, 2010 · Acceptance, Waiver & Consent(AWC) · Docket 20090175424
Boston Options Exchange ("BOX") regulation, LLC alleged that: (I) during the period between January 1, 2009 and January 31, 2010, Goldman, Sachs & co. (the "firm"), on certain occasions, traded against a directed order that the firm had previously received and rejected without first exposing it to the BOX book for at least three seconds, in alleged violation of BOX trading rules chapter VI, market makers, section 5, obligations of market makers (c)(III), and (II) that the firm failed to maintain an adequate system of supervision, including adequate written supervisory procedures and effective monitoring reasonably designed to achieve compliance with BOX rules relating to the obligations of a BOX market maker when handling directed orders, in alleged violation of BOX trading rule chapter v, doing business on BOX, section 1, access to and conduct on the BOX market, (b)(IV) BOX conduct.
Without admitting or denying the allegations, the firm entered into a letter of acceptance, waiver and consent (AWC) which was accepted by box on October 25, 2010, and on November 1, 2010, the firm submitted a check in payment of a fine in the amount of $15,000.
Oct 25, 2010
Regulatory Action: Kansas Securities Commissioner FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $789,932 · Begun Oct 25, 2010 · Resolved Oct 25, 2010 · Consent · Docket 10 E 29
Various state regulators, including the Kansas Securities Commissioner, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Kansas Securities Commissioner alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Kansas Securities Commissioner on October 25, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $789,931.65 to the Kansas Securities Commissioner, which amount was paid on November 2, 2010.
Oct 25, 2010
Regulatory Action: Division of Securities of the State of Delaware FinalSanctions: Cease and Desist; Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $89,152 · Begun Oct 25, 2010 · Resolved Oct 25, 2010 · Consent · Docket 10-6-6
Various state regulators, including the Division of Securities of the State of Delaware, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the Division of Securities of the State of Delaware alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Division of Securities of the State of Delaware on October 25, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $89,151.79 to the Division of Securities of the State of Delaware, which amount was paid on November 1, 2010.
Sep 10, 2010
Regulatory Action: Louisiana Office of Financial Institutions FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $118,529 · Begun Sep 10, 2010 · Resolved Sep 10, 2010 · Consent · Docket OFI-2010-0014
Various state regulators, including the Louisiana Office of Financial Institutions, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the Louisiana Office of Financial Institutions alleged that Goldman, Sachs & co.(the "firm") failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Louisiana Office of Financial Institutions on September 10, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $118.528.64 to the Louisiana Office of Financial Institutions, which amount was paid on September 23, 2010.
Aug 24, 2010
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $25,000 · Begun Aug 24, 2010 · Resolved Aug 24, 2010 · Acceptance, Waiver & Consent(AWC) · Docket 20090186424-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that, during the periods from January 1 to March 31, 2009 and October 1 to December 31, 2009, Goldman, Sachs & co. (the "firm") failed to report the correct time of execution to the real-time transaction reporting system ("RTRS") for certain reports of transactions in municipal securities and failed to report information regarding certain purchase and sale transactions effected in municipal securities to the RTRS in a timely manner as prescribed by rule G-14 RTRS procedures and the RTRS users manual, in alleged violation of MSRB rule G-14.
Without admitting or denying the allegations, the firm consented to a censure and entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on August 24, 2010 and on September 15, 2010, the firm submitted a wire in payment of a fine in the amount of $25,000.
Aug 19, 2010
Regulatory Action: Tennessee Department of Commerce and Insurance, Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $410,721 · Begun Aug 19, 2010 · Resolved Aug 19, 2010 · Consent · Docket 10-005 (SI-2008-010)
Various state regulators, including the Tennessee Department of Commerce and Insurance, Securities Division, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Tennessee Department of Commerce and Insurance, Securities Division, alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with Tennessee Department of Commerce and Insurance, Securities Division, on August 19, 2010 in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $410,721.37 to the Tennessee Department of Commerce and Insurance, Securities Division, which amount was paid on September 1, 2010.
Aug 9, 2010
Regulatory Action: Securities Commissioner of South Carolina FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $67,707 · Begun Aug 9, 2010 · Resolved Aug 9, 2010 · Consent · Docket 10032
Various state regulators, including the Securities Commissioner of South Carolina, conducted an industry-wide, joint investigation into the marketing and sales of ars. In the administrative consent order, the Securities Commissioner of South Carolina alleged that Goldman, Sachs & co. (the "firm") engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Securities Commissioner of South Carolina on August 9, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $67,707.37 to the Securities Commissioner of South Carolina, which amount was paid on August 19, 2010.
Jul 27, 2010
Regulatory Action: Texas State Securities Board FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $2.9M · Begun Jul 27, 2010 · Resolved Jul 27, 2010 · Consent · Docket IC10-CDO-17
Various state regulators, including the Texas State Securities Board, conducted an industry-wide, joint investigation into the marketing and sales of ars.
Jul 20, 2010
Regulatory Action: Missouri Secretary of State Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $132,470 · Begun Jul 20, 2010 · Resolved Jul 20, 2010 · Consent · Docket AP-10-21
Various state regulators, including the Missouri Secretary of State Securities Division conducted an industry-wide, joint investigation into the marketing and sales of ars. In the consent order, the Missouri Secretary of State Securities Division alleged that the firm engaged in unethical practices in the offer and sale of ars and failed adequately to supervise certain of its salespeople in connection with the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Missouri Secretary of State Securities Division on July 20, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $132,470.25 to the Missouri Secretary of State Securities Division, which amount was paid on July 23, 2010.
Jul 20, 2010
Civil Judicial Action FinalSanctions: Injunction; The court judgment requires the applicant to comply with certain undertakings relating to (I) the vetting and approval · Fine: $535.0M · Begun Apr 16, 2010 · Resolved Jul 20, 2010 · Judgment Rendered
The conduct of the applicant alleged in the SEC complaint involved an offering of a synthetic collateralized debt obligation, which referenced a portfolio of synthetic residential mortgage-backed securities, to qualified institutional buyers in reliance on the exemption from registration under the Securities Act of 1933 provided by rule 144a thereunder and to non-U.S. persons in reliance on the safe harbor from registration provided by regulation s thereunder. Specifically, the complaint alleged that the offering materials, in describing the portfolio selection agent for the portfolio of synthetic residential mortgage-backed securities, should have disclosed that the hedge fund assuming the short side of the transaction had played a role in the selection process. In its consent to the court judgment, the applicant acknowledged that it was a mistake not to disclose the role of the hedge fund.
Permanent injunction from violation of section 17(a) of the Securities Act of 1933, civil penalties of $535,000,000 to be paid within 30 days of entry of judgment and disgorgement of $15,000,000 to be paid within 30 days of entry of judgment. The civil penalties and disgorgement were paid on August 18, 2010. The court judgment also requires the applicant to comply with certain undertakings relating to (I) the vetting and approval process for offerings of residential mortgage-related securities, (II) review of marketing materials used in connection with residential mortgage-related securities offerings by the applicant's legal department and compliance department, (III) annual internal audits of the review of such marketing materials, (IV) where the firm is the lead underwriter of an offering of residential mortgage-related securities and retains outside counsel to advise on the offering, review of the related offering materials by outside counsel and (v) education and training of persons involved in the structuring or marketing of residential mortgage-related securities offerings. The judgment further requires record-keeping to track compliance and certification of compliance with these requirements by the applicant's general counsel or global head of compliance one, two and three years after the date of entry of the judgment.
Jul 15, 2010
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $15,000 · Begun Jul 15, 2010 · Resolved Jul 15, 2010 · Acceptance, Waiver & Consent(AWC) · Docket 20090171872-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that, during the period from May 1, 2006 through April 30, 2009, Goldman, Sachs & co. (the "firm") reported to the OTC reporting facility certain last sale reports of transactions in OTC equity securities which it should have not reported, in alleged violation of NASD rule 6620(b).
Without admitting or denying the allegations, the firm entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on July 15, 2010, and on August 3, 2010, the firm submitted a check in payment of a fine in the amount of $15,000.
Jun 29, 2010
Regulatory Action: Georgia Office of the Secretary of State, Securities and Business Regulation Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $986,272 · Begun Jun 29, 2010 · Resolved Jun 29, 2010 · Consent · Docket ENSC-01520
Various state regulators, including the Georgia Office of the Secretary of State, Securities and Business Regulation Division, conducted an industry-wide, joint investigation into the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Georgia Office of the Secretary of State, Securities and Business Regulation Division on June 29, 2010, in which the firm agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $986,271.87 to the Georgia Office of the Secretary of State, Securities and Business Regulation Division, which amount was paid on July 1, 2010.
Jun 24, 2010
Regulatory Action: Commissioner of Securities and Insurance, Office of the Montana State Auditor FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $81,981 · Begun Jun 24, 2010 · Resolved Jun 24, 2010 · Consent · Docket SEC-2010-43
Various state regulators, including the Commissioner of Securities and Insurance, Office of the Montana State Auditor, conducted an industry-wide, joint investigation into the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Commissioner of Securities and Insurance, Office of the Montana State Auditor on June 24, 2010, in which the firm agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $81,980.58 to the Commissioner of Securities and Insurance, Office of the Montana State Auditor, which amount was paid on June 30, 2010.
Jun 23, 2010
Regulatory Action: Office of Financial Institutions of Puerto Rico FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $45,000 · Begun Jun 23, 2010 · Resolved Jun 23, 2010 · Consent · Docket C10-V-004
Various state regulators, including the Office of Financial Institutions of Puerto Rico, conducted an industry-wide, joint investigation into the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Office of Financial Institutions of Puerto Rico on June 23, 2010, in which the firm agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $45,000.00 to the Office of Financial Institutions of Puerto Rico, which amount was paid on June 30, 2010.
Jun 22, 2010
Regulatory Action: Securities and Charities Division of the Mississippi Secretary of State's Office FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $49,383 · Begun Jun 22, 2010 · Resolved Jun 22, 2010 · Consent · Docket S-10-0047
Various state regulators, including the Securities and Charities Division of the Mississippi Secretary of State's Office, conducted an industry-wide, joint investigation into the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Securities and Charities Division of the Mississippi Secretary of State's Office on June 22, 2010, in which the firm agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $49,382.88 to the Securities and Charities Division of the Mississippi Secretary of State's Office, which amount was paid on June 30, 2010.
Jun 22, 2010
Regulatory Action: North Dakota Securities Department FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $45,000 · Begun Jun 22, 2010 · Resolved Jun 22, 2010 · Consent
Various state regulators, including the North Dakota Securities Department, conducted an industry-wide, joint investigation into the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the North Dakota Securities Department on June 22, 2010, in which the firm agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $45,000.00 to the North Dakota Securities Department, which amount was paid on June 30, 2010.
Jun 21, 2010
Regulatory Action: Nevada Secretary of State Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $278,461 · Begun Jun 21, 2010 · Resolved Jun 21, 2010 · Consent · Docket I10-124
Various state regulators, including the Nevada Secretary of State Securities Division, conducted an industry-wide, joint investigation into the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Nevada Secretary of State Securities Division on June 21, 2010, in which the firm agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $278,460.65 to the Nevada Secretary of State Securities Division, which amount was paid on July 1, 2010.
Jun 21, 2010
Regulatory Action: Alabama Securities Commission FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $1.2M · Begun Jun 21, 2010 · Resolved Jun 21, 2010 · Consent · Docket CO-2010-0034
Various state regulators, including the Alabama Securities Commission, conducted an industry-wide, joint investigation into the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Alabama Securities Commission on June 21, 2010, in which the firm agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $1,181,331.82 to the Alabama Securities Commission, which amount was paid on June 30, 2010.
Jun 21, 2010
Regulatory Action: Maine Department of Professional & Financial Regulation, Office of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $52,908 · Begun Jun 21, 2010 · Resolved Jun 21, 2010 · Consent · Docket 10-0043
Various state regulators, including the Maine Department of Professional & Financial Regulation, Office of Securities, conducted an industry-wide, joint investigation into the marketing and sale of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Maine Department of Professional & Financial Regulation, Office of Securities on June 21, 2010, in which the firm agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $52,907.93 to the Maine Department of Professional & Financial Regulation, Office of Securities, which amount was paid on June 30, 2010.
Jun 4, 2010
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $22,500 · Begun Jun 4, 2010 · Resolved Jun 4, 2010 · Acceptance, Waiver & Consent(AWC) · Docket 20090168185-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that, during the period from February 2, 2009 through May 14, 2009, Goldman, Sachs & co. (the "firm"): (I) submitted certain electronic blue sheets that did not include the ticker symbol, in alleged violation of FINRA rules 8211 and 8213 and (II) that the firm's supervisory system did not include adequate written supervisory procedures concerning the validation of data on blue sheet submissions, in alleged violation of FINRA rule 2010 and NASD rule 3010.
Without admitting or denying the allegations, the firm entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by FINRA on June 4, 2010, and on June 17, 2010, the firm submitted a wire in payment of a fine in the amount of $22,500. According to the terms of the AWC, the firm agreed to revise its written supervisory procedures concerning the validation of data on blue sheet submissions.
May 27, 2010
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $120,000 · Begun May 27, 2010 · Resolved May 27, 2010 · Acceptance, Waiver & Consent(AWC) · Docket 20070078333-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that: (I) during certain periods from April 2006 through January 2007, Goldman, Sachs & co. (the "firm") failed to report short interest positions in certain foreign and reportable securities, and on July 31, 2008, August 15, 2008 and August 29, 2008, reported short interest positions in certain securities when the actual short interest position in the securities was zero shares, in alleged violation of NASD rule 3360; (II) during the period from June 15, 2007 to December 31, 2007, inadvertently failed to remove its 'excused withdrawal' status as a Nasdaq market maker in three securities and consequently, on certain occasions involving such securities, accepted a short sale order in an equity security from another person, or effected a short sale order in an equity security for its own account, in mistaken reliance on the market maker exemption contained in SEC rule 203(b)(2)(III), in alleged violation of SEC rule 203(b)(1) of Regulation SHO; (III) during the period from June 15, 2007 to December 31, 2007, the firm's supervisory system did not include adequate written supervisory procedures specifically concerning SEC rule 203(b)(3), and the firm failed to provide adequate documentation that it performed certain reviews set forth in its written supervisory procedures concerning SEC rule 200(g) and NASD rule 6130(d)(6), in alleged violation of NASD rules 2110 and 3010; and (IV) during the period from January 1, 2008 through April 30, 2008, the firm failed to accept or decline in the FINRA/Nasdaq trade reporting facility certain transactions in reportable securities in a timely manner that the firm had an obligation to accept or decline as the order entry identifier (OEID), in alleged violation of NASD rule 6130(b).
Without admitting or denying the allegations, the firm entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by FINRA on May 27, 2010, and on June 14, 2010, the firm submitted a wire in payment of a fine in the amount of $120,000. According to the terms of the AWC, the firm agreed to revise its written supervisory procedures regarding SEC rule 203(b)(3).
May 20, 2010
Regulatory Action: International Securities Exchange, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $17,500 · Begun May 20, 2010 · Resolved May 20, 2010 · Acceptance, Waiver & Consent(AWC) · Docket 2009-167
The International Securities Exchange, LLC ("ISE") alleged that, during the period from May 2009 through August 2009, Goldman, Sachs & co. (the "firm") failed to report large option position reports with regard to certain accounts that met the reporting requirement threshold in alleged violation of ISE rule 415.
Without admitting or denying the allegations, the firm entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by ise on May 20, 2010 and on June 4, 2010, the firm submitted a wire in payment of a fine in the amount of $17,500.
May 20, 2010
Regulatory Action: International Securities Exchange, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $17,500 · Begun May 20, 2010 · Resolved May 20, 2010 · Acceptance, Waiver & Consent(AWC) · Docket 2009-167
The International Securities Exchange, LLC ("ISE") alleged that, during the period from May 2009 through August 2009, Goldman, Sachs & co. (the "firm") failed to report large option position reports with regard to certain accounts that met the reporting requirement threshold in alleged violation of ISE rule 415.
Without admitting or denying the allegations, the firm entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by ise on May 20, 2010 and on June 4, 2010, the firm submitted a wire in payment of a fine in the amount of $17,500.
May 17, 2010
Regulatory Action: Arizona Corporation Commission FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $172,068 · Begun May 17, 2010 · Resolved May 17, 2010 · Consent · Docket S-03533A-10-0110, DECISION 71698
Various state regulators, including the Arizona Corporation Commission, conducted an industry-wide, joint investigation into the marketing and sales of ars.
Without admitting or denying the allegations, the firm entered into an order to cease and desist, order for administrative penalties, and consent to same with the Arizona Corporation Commission on May 17, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $172,067.59 to the state of Arizona, which amount was paid on May 28, 2010.
Apr 30, 2010
Regulatory Action: Rhode Island Department of Business Regulation FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $211,744 · Begun Apr 30, 2010 · Resolved Apr 30, 2010 · Consent · Docket 10-061
Various state regulators, including the Rhode Island Department of Business Regulation, conducted an industry-wide, joint investigation into the marketing and sales of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Rhode Island Department of Business Regulation on April 30, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $211,744.22 to the state of Rhode Island, which amount was paid on May 14, 2010.
Apr 30, 2010
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $7,500 · Begun Apr 30, 2010 · Resolved Apr 30, 2010 · Acceptance, Waiver & Consent(AWC) · Docket 20090203753-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that, during the period from January 1, 2009 through March 31, 2009, with respect to 12 transactions, Goldman, Sachs & co. (the "firm") failed to use reasonable diligence to ascertain the best inter-dealer market and to buy or sell in such market so that the resultant price to its customer was as favorable as possible under prevailing market conditions, in alleged violation of FINRA rule 2010 and national association of securities dealers (NASD) rule 2320.
Without admitting or denying the allegations, the firm consented to a censure and entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by FINRA on April 30, 2010. On May 19, 2010, the firm submitted a wire in payment of the fine in the amount of $7,500. Per the terms of the AWC, the firm provided restitution to the relevant market participant in the amount of $2,633.75, representing $2,504.75 plus applicable interest, by mailing of a check on May 25, 2010.
Apr 29, 2010
Regulatory Action: Indiana Secretary of State Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $284,819 · Begun Apr 29, 2010 · Resolved Apr 29, 2010 · Consent · Docket 10-0063 CO
Various state regulators, including the Indiana Secretary of State Securities Division, conducted an industry-wide, joint investigation into the marketing and sales of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Indiana Secretary of State Securities Division on April 29, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $284,818.71 to the state of Indiana, which amount was paid on May 6, 2010.
Apr 28, 2010
Regulatory Action: Securities Division of the Washington State Department of Financial Institutions FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $285,652 · Begun Apr 28, 2010 · Resolved Apr 28, 2010 · Consent · Docket S-10-086-10-CO01
Various state regulators, including the Securities Division of the Washington State Department of Financial Institutions, conducted an industry-wide, joint investigation into the marketing and sales of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Securities Division of the Washington State Department of Financial Institutions on April 28, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $285,652.04 to the state of Washington, which amount was paid on May 7, 2010.
Apr 28, 2010
Regulatory Action: South Dakota Department of Revenue and Regulation Division of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $45,793 · Begun Apr 28, 2010 · Resolved Apr 28, 2010 · Consent
Various state regulators, including the South Dakota Department of Revenue and Regulation Division of Securities, conducted an industry-wide, joint investigation into the marketing and sales of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the South Dakota Department of Revenue and Regulation Division of Securities on April 28, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $45,792.96 to the state of South Dakota, which amount was paid on May 7, 2010.
Apr 27, 2010
Regulatory Action: Idaho Department of Finance FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $47,235 · Begun Apr 27, 2010 · Resolved Apr 27, 2010 · Consent · Docket 2010-7-11
Various state regulators, including the Idaho Department of Finance, conducted an industry-wide, joint investigation into the marketing and sales of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Idaho Department of Finance on April 27, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $47,234.69 to the state of Idaho. The fine is not required to be paid until after July 1, 2010.
Apr 27, 2010
Regulatory Action: Vermont Department of Banking, Insurance, Securities and Health Care Administration FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $51,668 · Begun Apr 27, 2010 · Resolved Apr 27, 2010 · Consent · Docket 10-032-S
Various state regulators, including the Vermont Department of Banking, Insurance, Securities and Health Care Administration, conducted an industry-wide, joint investigation into the marketing and sales of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the Vermont Department of Banking, Insurance, Securities and Health Care Administration on April 27, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $51,668.04 to the state of Vermont, which amount was paid on May 6, 2010.
Apr 27, 2010
Regulatory Action: California Department of Corporations FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $1.6M · Begun Apr 27, 2010 · Resolved Apr 27, 2010 · Consent
Various state regulators, including the California Department of Corporations, conducted an industry-wide, joint investigation into the marketing and sales of ars.
Without admitting or denying the allegations, the firm entered into an administrative consent order with the California Department of Corporations on April 27, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $1,595,769.53 to the state of California, which was paid on May 6, 2010.
Mar 19, 2010
Regulatory Action: Illinois Secretary of State Securities Department FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase auction rate securities ("ARS") from certain eligible retail investors, charities and small · Fine: $1.6M · Begun Mar 19, 2010 · Resolved Mar 19, 2010 · Consent · Docket 08-00236
Various state regulators, including the Illinois Secretary of State Securities Department, conducted an industry-wide, joint investigation into the marketing and sales of ars.
Without admitting or denying the allegations, the firm entered into a consent order with the Illinois Secretary of State Securities Department on March 19, 2010, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $1,559,615.06 to the state of Illinois, which amount was paid on March 31, 2010.
Mar 15, 2010
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $40,000 · Begun Mar 15, 2010 · Resolved Mar 15, 2010 · Acceptance, Waiver & Consent(AWC) · Docket 20080139143-01
Financial Industry Regulatory Authority, Inc. ("FINRA") department of market regulation alleged that: (I) during the period from January 1, 2008 through April 30, 2008, Goldman, Sachs & co. (the "firm") failed to report to the FINRA/Nasdaq trade reporting facility certain transactions in a timely manner that required specified modifiers and failed to report the correct time of execution of certain transactions in reportable securities, in alleged violation of national association of securities dealers ("NASD") rules 6130(g) and 6130(d), respectively, and (II) during the period from April 1, 2008 through June 30, 2008, failed to timely report to the trade reporting and compliance engine ("TRACE") certain transactions in TRACE-eligible securities, in alleged violation of NASD rules 6230(a) and 2110.
Without admitting or denying the allegations, the firm entered into a letter of acceptance, waiver and consent (AWC) which was accepted by FINRA on March 15, 2010, and on April 13, 2010, the firm submitted a wire in payment of a fine in the amount of $40,000.
Oct 1, 2009
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $10,000 · Begun Oct 1, 2009 · Resolved Oct 1, 2009 · Acceptance, Waiver & Consent(AWC) · Docket AWC NO. 20070086601-01
The Financial Industry Regulatory Authority ("FINRA") department of market regulation alleged that, during the period from July 1, 2006 through December 31, 2006, Goldman, Sachs & co. (the "firm") effected transactions in certain securities with respect to which a trading halt was in effect in alleged violation of NASD rules 2110 and 3340.
Without admitting or denying the allegations, the firm entered in to a letter of acceptance, waiver and consent ("AWC") which was accepted by FINRA on October 1, 2009 and on October 23, 2009, the firm paid a monetary penalty in the amount of $10,000.
Jun 2, 2009
Regulatory Action: Office of the Attorney General of the Sate of New York FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / offer to repurchase ars from certain eligible retail investors, charities and small businesses who purchased · Fine: $2.0M · Begun Apr 14, 2008 · Resolved Jun 2, 2009 · Consent · Docket AOD 08-177
Various state regulators, including the state of New York office of the attorney general, conducted an industry-wide, joint investigation into the marketing and sale of auction rate securities.
Without admitting or denying the obligations, the firm entered into an aod with the state of New York office of the attorney general on June 2, 2009, in which it agreed, as part of a global settlement with state regulators, to pay a total monetary penalty in the amount of $22.5 million, including $1,952,439.67 to the state of New York, which amount was paid on June 15, 2009.
May 19, 2009
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $45,000 · Begun May 19, 2009 · Resolved May 19, 2009 · Acceptance, Waiver & Consent(AWC) · Docket AWC NO. 20080120582-01
The FINRA department of market regulation alleged that 1) during the period from June 1, 2007 through August 31, 2007, Goldman, Sachs & co. (the "firm") reported to the OTC reporting facility certain last sale reports of transactions in OTC equity securities that the firm should not have reported, in alleged violation of NASD rule 6620(g) and 2) during the period from February 1, 2007 through April 24, 2008, the firm improperly double-reported certain last sale reports in national market securities to the NASD/Nasdaq trade reporting facility, in alleged violation of NASD rule 4632(b).
Without admitting or denying the allegations, the firm entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by FINRA on May 19, 2009 and on June 5, 2009, the firm paid a monetary penalty in the amount of $45,000.
Apr 14, 2009
Regulatory Action: New York Stock Exchange Division of Enforcement FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $160,000 · Begun Mar 10, 2009 · Resolved Apr 14, 2009 · Stipulation and Consent · Docket HBD: 09-NYSE-5
FINRA department of enforcement ("DOE"), on behalf of NYSE regulation, inc., alleged that between October 2000 and September 2005, Goldman, Sachs & co. (the "firm") had deficiencies in its reporting processes and procedures that caused it to inaccurately and/or untimely file certain required reports with the NYSE, including forms 121, forms SS20, NYSE rule 410b reports, daily program trade reports, and NYSE rule 421 short interest reports. Additionally, DOE alleged that from October 2000 until August 2004, the firm failed to provide for appropriate supervisory procedures and control, including a separate system of reasonable follow-up and review, to confirm that the reports were accurately and timely submitted. DOE also alleged that the firm failed to make timely notifications of its participation in public offerings pursuant to NYSE rule 460.30. The alleged reporting violations also resulted in alleged inaccurate books and records in violation of §17 of the Exchange Act, rules 17a3 and 17a4 and NYSE rule 440. Additionally, during the time period January 2005 through March 2006, DOE alleged that the firm submitted numerous inaccurate account type indicators to the NYSE's on-line comparison system in violation of NYSE rule 132.30.
Without admitting or denying the allegations, the firm entered into a stipulation of facts and consent to penalty with FINRA department of enforcement on behalf of NYSE regulation, inc., which was approved by the NYSE hearing board on March 20, 2009 and became final on April 14, 2009. On May 14, 2009, the firm paid a monetary penalty in the amount of $160,000.
Mar 18, 2009
Regulatory Action: International Securities Exchange, LLC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Mar 18, 2009 · Resolved Mar 18, 2009 · Acceptance, Waiver & Consent(AWC) · Docket 2007-162 & 2008-06
The International Securities Exchange, LLC ("ISE") alleged that, during the third and fourth quarters of 2007, Goldman, Sachs & co. (the "firm") sent certain principal acting as agent ("p/a") orders through the linkage in which (1) the customer order had already been filled or (2) the p/a order exceeded the customer order size or (3) the execution of the p/a order was not passed along to the customer in alleged violation of ISE rule 400.
Without admitting or denying the allegations, the firm entered into a letter of acceptance, waiver and consent ("AWC"), which was accepted by ise on March 18, 2009 and on March 27, 2009, the firm paid a monetary penalty in the amount of $10,000.
Dec 23, 2008
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $17,500 · Begun Dec 23, 2008 · Resolved Dec 23, 2008 · Acceptance, Waiver & Consent(AWC) · Docket AWC NO. 20080121055-01
The FINRA department of market regulation alleged that, during the period from January 1, 2007 through June 30, 2007, Goldman, Sachs & co. (the "firm") failed to report the contra-party identifier for certain inter-dealer transactions effected in certain municipal securities to the real-time transaction reporting system ("RTRS") in alleged violation of municipal securities rulemaking board ("MSRB") rule G-14.
Without admitting or denying the allegations, the firm entered into a letter of acceptance, waiver and consent ("AWC") which was accepted by FINRA on December 23, 2008 and on January 15, 2009, the firm paid a monetary penalty in the amount of $17,500.
Dec 1, 2008
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $600,000 · Begun Dec 1, 2008 · Resolved Dec 1, 2008 · Acceptance, Waiver & Consent(AWC) · Docket AWC NO. 20050001219-01
The FINRA department of market regulation and the New York Stock Exchange ("NYSE") division of enforcement alleged that, during the period from September 1, 2003 to September 30, 2004, a Goldman, Sachs & co. (the "firm") trading desk violated firm guidelines and certain FINRA and NYSE rules in connection with implementing a trading strategy, and that the firm also failed to reasonably supervise certain activities of its trading desk. Specifically, NYSE and FINRA alleged that the firm's trading desk failed to maintain its independence in the conduct of certain over-the-counter stock transactions in which a foreign affiliate was the counterparty. NYSE and FINRA alleged that the activities violated rules relating to trade reporting, short sales, maintenance of proper books and records and supervisory obligations, including NASD marketplace rules 6420(a) & (b), 5430(a) and 6130(d)(6), NASD conduct rules 2110, 3010(a) and (b) and 3110, NYSE rules 342, 410b and 440, as well as sections 10a and 17a of the Securities Exchange Act of 1934 and rules 10A-1(a) & (c) and 17A-3 & 4 thereunder.
Without admitting or denying the allegations, the firm entered jointly into a letter of acceptance, waiver and consent ("AWC") with FINRA and a stipulation of facts and consent to penalty with NYSE, and on December 15, 2008, the firm paid a joint monetary penalty in the amount of $600,000, paid as $300,000 to each of FINRA and NYSE.
Nov 17, 2008
Regulatory Action: New York Stock Exchange ("NYSE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $600,000 · Begun Oct 13, 2008 · Resolved Nov 17, 2008 · Stipulation and Consent · Docket HBD NO. 08-45
The Financial Industry Regulatory Authority ("FINRA") department of market regulation and the NYSE division of enforcement alleged that, during the period from September 1, 2003 to September 30, 2004, a firm trading desk violated firm guidelines and certain FINRA and NYSE rules in connection with implementing a trading strategy, and that the firm also failed to reasonably supervise certain activities of its trading desk. Specifically, NYSE and FINRA alleged that the firm's trading desk failed to maintain its independence in the conduct of certain over-the-counter stock transactions in which a foreign affiliate was the counterparty. NYSE and FINRA alleged that the activities violated rules relating to trade reporting, short sales, maintenance of proper books and records and supervisory obligations, including NASD marketplace rules 6420(a), 6420(b) and 5430(a), 6130(d)(6), SEC rules 17a3 and 17a4 and NASD conduct rules 2110, 3010(a) and (b) and 3110, NYSE rules 342, 410b and 440, as well as §§10(a) and 17(a) of the Securities Exchange Act of 1934 and rules 10A-1 (a) & (c) and 17A-3 & 4 thereunder.
Without admitting or denying the allegations, the firm entered jointly into an AWC with FINRA and a stipulation of facts and consent to penalty with NYSE, and on December 15, 2008, the firm paid a joint monetary penalty in the amount of $600,000, paid as $300,000 to each of FINRA and NYSE.
Sep 24, 2008
Regulatory Action: The Nasdaq Stock Market LLC ("Nasdaq") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Sep 24, 2008 · Resolved Sep 24, 2008 · Acceptance, Waiver & Consent(AWC) · Docket 20070102251-02
Nasdaq alleged that on July 31, 2007, Goldman, Sachs & co. ("Goldman Sachs") entered certain orders into the Nasdaq market center and failed to appropriately indentify whether such orders were buys, short sales or long sales in alleged violation of Nasdaq marketplace rule 4755.
Without admitting or denying the allegations, Goldman Sachs entered into an acceptance, waiver and consent ("AWC") which was accepted by Nasdaq and on October 8, 2008, paid a monetary penalty in the amount of $5,000.
Sep 24, 2008
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $12,500 · Begun Sep 24, 2008 · Resolved Sep 24, 2008 · Acceptance, Waiver & Consent(AWC) · Docket 20070102251-01
FINRA alleged that on July 31, 2007, Goldman, Sachs & co. ("Goldman Sachs") 1) inaccurately reported to the trade reporting facility certain "riskless" principal transactions in certain designated securities as "principal" transactions in alleged violation of NASD marketplace rule 4632(d) and 2) transmitted to the order audit trail system ("OATS") certain reports that contained inaccurate or incomplete data in alleged violation of NASD rule 6955.
Without admitting or denying the allegations, Goldman Sachs entered into an acceptance, waiver and consent ("AWC") which was accepted by FINRA and on October 9, 2008, paid a monetary penalty in the amount of $12,500.
Apr 18, 2008
Regulatory Action: New York Stock Exchange ("NYSE") Division of Enforcement FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $100,000 · Begun Mar 20, 2008 · Resolved Apr 18, 2008 · Decision · Docket HBD#08-17
The NYSE's division of enforcement alleged that, on certain occasions, Goldman, Sachs & co. (the "firm") violated (I) NYSE rule 123(e) and NYSE rule 123(f) by failing to provide certain required data needed to link the entry of orders with reports of execution in the front end systemic capture system; and (II) violated NYSE rule 342 in that the firm failed to implement certain controls, including a system of follow-up and review in order to fully remediate the firm's order management system to meet NYSE technical specifications in a timely manner and thereby prevent the alleged violations of NYSE rule s 123(e) and 123(f).
Without admitting or denying the allegations, the firm consented to a censure and on April 8, 2008, paid a monetary penalty in the amount of $100,000.
Apr 17, 2008
Regulatory Action: FINRA FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $55,000 · Begun Apr 17, 2008 · Resolved Apr 17, 2008 · Acceptance, Waiver & Consent(AWC) · Docket 20041000190-01
FINRA alleged that, on certain occasions, Goldman, Sachs & co. (the "firm"): (I) failed to report to the Nasdaq market center the correct symbol indicating the order type of certain transactions and to report certain short sale transactions with a short sale modifier in alleged violation of NASD marketplace rule 6130; (II) submitted to the order audit trail system ("OATS") certain route or combined order/route reports that the OATS system was unable to link to the corresponding new order submitted by the destination member firm due to data formatting irregularities in alleged violation of NASD marketplace rule 6955 and (III) failed to report to the trade reporting and compliance engine ("TRACE") the correct contra party's identifier for certain transactions in TRACE-eligible securities and to report certain transactions to TRACE in a timely manner in alleged violation of NASD marketplace rules 6230 (c)(6) and 2110, respectively.
On April 16, 2008, FINRA accepted a letter of acceptance, waiver and consent ("AWC") that was executed by the firm on March 25, 2008. Without admitting or denying the allegations, the firm consented to a censure and on April 28, 2008, paid a monetary penalty in the amount of $55,000
Mar 27, 2008
Regulatory Action: New York Stock Exchange ("NYSE") Division of Enforcement FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $225,000 · Begun Feb 19, 2008 · Resolved Mar 27, 2008 · Decision · Docket HBD# 08-08
The NYSE division of enforcement alleged that certain of the firm's traders inadvertently mislabeled certain proprietary orders sent to the NYSE for execution and that certain other proprietary orders by certain firm traders sent to the NYSE for execution were inadvertently mislabeled due to a computer programming problem, thereby not identifying such orders as "g" orders, in alleged violation of section 11(a)(1) of the Exchange Act and rule 11A1-1(t) there under and NYSE rules 90 and 410(b). The NYSE enforcement staff also alleged that (I) the firm failed to submit accurate account type indicators for comparison and/or settlement in violation of NYSE rule 132.30 and (II) failed to supervise certain aspects of the proprietary trading activities of employees involved so as to prevent mislabeling of orders in listed equity securities.
Without admitting or denying the allegations, the firm consented to a censure and on April 8, 2008, paid a monetary penalty in the amount of $225,000.
Nov 26, 2007
Regulatory Action: CBOE Futures Exchange FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $10,000 · Begun Nov 26, 2007 · Resolved Nov 26, 2007 · Acceptance, Waiver & Consent(AWC) · Docket 07-0001
On November 26, 2007, without admitting or denying the allegations, Goldman, Sachs & co., ("GS") accepted a stipulation and consent from the CBOE Futures Exchange ("CFE"). The CFE alleged that on several trade dates during the period from February 27, 2007 through May 15, 2007, GS reported inaccuracies of cleared vix futures positions to the options clearing corporation as compared with large trader positions in violation of CFE rule 410 and CFTC regulation 1.46. GS consented to a censure and paid a fine of $10,000. The fine was paid on February 28, 2008.
Without admitting or denying the allegations, GS consented to a censure and payment of $10,000 fine that was accepted by the CBOE Futures Exchange on November 26, 2007.
Oct 4, 2007
Regulatory Action: New York Stock Exchange ("NYSE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure, undertaking · Fine: $375,000 · Begun Sep 7, 2007 · Resolved Oct 4, 2007 · Stipulation and Consent · Docket 07-117
In connection with an industry-wide settlement relating to prospectus delivery issues, the NYSE alleged that Goldman, Sachs & co. ("GS") failed to (I) send product descriptions to certain customers that purchased exchange traded funds in violation of NYSE rules 1100(b) and 342(a) (failure to supervise), and (II) deliver prospectuses in connection with certain customer purchases of asset-backed securities, certain gsam funds, and certain corporate debt and equity securities in violation of NYSE rules 401(a) and 342(a).
The matter has been resolved pursuant to an industry-wide settlement. See response to item 12.
Jul 11, 2007
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $40,000 · Begun Jul 11, 2007 · Resolved Jul 11, 2007 · Acceptance, Waiver & Consent(AWC) · Docket 20050027552-01
NASD alleged that GS violated the following NASD rules: conduct rule 2860(b)(3) by exceeding option contract position limits on four (4) occasions; conduct rule 2860(b)(5) by failing to timely report large option positions with NASD on seven (7) trading days; marketplace rule 5430 for improperly double reporting trades from October 5, 2005 to January 4, 2006; and marketplace rule 6130(b) by failing to accept or decline within twenty minutes 1,812 transactions in the trade reporting facility and the over-the- counter reporting facility from May 1, 2006 through August 31, 2006.
GS submitted a letter of acceptance, waiver and consent which was accepted by the NASD on July 11, 2007. Without admitting or denying the allegations, GS agreed to a censure and payment of a $40,000 civil money penalty.
Feb 16, 2007
Regulatory Action: Chicago Board Options Exchange ("CBOE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Jan 17, 2006 · Resolved Feb 16, 2007 · Decision · Docket 84983
CBOE alleged that on October 31, 2006, the firm controlled aggregate long call, short put positions in the spy option class of 344,193 option contracts. After applying the firm's short underlying position of spy shares as a hedge, the firm still exceeded the applicable position limit by 1,839 option contracts in violation of CBOE rule 4.11.
The firm declined to contest the violation and under the CBOE's minor rule violation fine system, the firm was assessed a $5,000 summary fine effective February 16, 2007, which the CBOE thereafter debits from the firm's account with the appropriate clearing member. The fine was paid on March 7, 2007.
Jan 3, 2007
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure undertaking · Fine: $85,000 · Begun Dec 22, 2006 · Resolved Jan 3, 2007 · Acceptance, Waiver & Consent(AWC) · Docket E1020050169-01
NASD alleged that from June 14, 2004 through April 24, 2005, GS failed to report or incorrectly reported certain of the firm's inter-dealer transactions in pars to the MSRB in violation of MSRB rule G-14; that GS failed to submit to a registered clearing agency information and/or instructions required to allow for automated comparison of certain of the firm's inter-dealer transactions in violation of MSRB G-12(f)(I); and that the firm's supervisory system and procedures were not reasonably designed to ensure compliance with MSRB rules G-14 and G-12(f)(I) in connection with reporting inter-dealer pars transactions, in violation of MSRB rule G-27.
GS submitted a letter of acceptance, waiver and consent which was accepted by the NASD on January 3, 2007. Without admitting or denying the allegations, GS agreed to a censure and payment of $85,000 civil money penalty, and made the required undertakings.
Sep 15, 2006
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $6,500 · Begun Sep 15, 2006 · Resolved Sep 15, 2006 · Acceptance, Waiver & Consent(AWC) · Docket 20050017975-01
NASD alleged that from January 1 through April 30, 2005, GS violated NASD rule 2110 by failing to timely transmit through Nasdaq national market center last sale reports of certain transactions in CQS securities.
GS submitted a letter of acceptance, waiver and consent which was accepted by the NASD on September 15, 2006. Without admitting or denying the allegations, GS agreed to a censure and payment of a $6,500 civil monetary fine.
Aug 21, 2006
Regulatory Action: Chicago Board Options Exchange ("CBOE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Jul 20, 2006 · Resolved Aug 21, 2006 · Decision · Docket 84081
CBOE alleged that on July 18, 2006, the firm controlled aggregate long call, short put positions in the MVR option class of 36,190 option contracts, which exceeded the applicable position limit by 4,690 option contracts in violation of CBOE rule 4.11.
The firm declined to contest the violation and under the CBOE's minor rule violation fine system the firm was assessed a $5,000 summary fine effective August 21, 2006, which the CBOE thereafter debits from the firm's account with the appropriate clearing member. The fine was paid on September 8, 2006.
Jul 28, 2006
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure undertaking · Fine: $50,000 · Begun Jun 27, 2006 · Resolved Jul 28, 2006 · Acceptance, Waiver & Consent(AWC) · Docket 2005002574201
NASD alleged that, during the period from June 1, 2004 through June 30, 2005, GS executed certain trades in municipal securities below the minimum denomination (and, in some of those trades, did not provide the customers with written disclosure that they were buying securities below the minimum denomination) in violation of MSRB rule G-15(f); and that the firm's supervisory systems and procedures were not reasonably designed to ensure compliance with the minimum denomination restrictions of rule G-15(f) in violation of MSRB rule G-27.
GS submitted a letter of acceptance, waiver and consent which was accepted by the NASD on July 28, 2006. Without admitting or denying the allegations, GS agreed to a censure and payment of a $50,000 civil money penalty.
Jul 20, 2006
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $20,000 · Begun Jul 20, 2006 · Resolved Jul 20, 2006 · Acceptance, Waiver & Consent(AWC) · Docket 20050023340-01
NASD alleged that (I) on August 3 & 4, 2005, GS violated SEC rule 200(g) and NASD marketplace rule 6130 by failing to properly mark order tickets in connection with several proprietary short sales, and (II) GS transmitted to OATS certain reports that contained inaccurate, incomplete, or improperly formatted data in violation of NASD marketplace rule 6955.
GS submitted a letter of acceptance, waiver and consent which was accepted by the NASD on July 20, 2006. Without admitting or denying the allegations, GS agreed to a censure and payment of a $20,000 civil money penalty.
May 31, 2006
Regulatory Action: SEC FinalSanctions: Cease and Desist; Censure/civil penalty/undertaking · Fine: $1.5M · Begun May 31, 2006 · Resolved May 31, 2006 · Decision & Order of Offer of Settlement · Docket 3-12310
SEC alleged that fourteen investment banking firms, including GS, violated section 17(a)(2) of the Securities Act of 1933, by engaging in one or more practices relating to auctions of auction rate securities during the period from January 1, 2003 through June 30, 2004 as described in the cease-and-desist order entered by the SEC.
As part of a multi-firm settlement, GS submitted an offer of settlement which was accepted by the SEC on May 31, 2006. Without admitting or denying the allegations, GS consented to a censure and cease-and-desist order and payment of $1,500,000 civil money penalty.
May 11, 2006
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $20,000 · Begun Mar 29, 2006 · Resolved May 11, 2006 · Acceptance, Waiver & Consent(AWC) · Docket 20041000178-01
NASD alleged that from November 1, 2003 through January 15, 2004, with respect to certain short sale orders in a common stock, Goldman, Sachs & co. ("GS&co.") failed to make and/or annotate an affirmative determination that it would receive delivery of the security on behalf of the customer or that it could borrow the security on behalf of the customer for delivery by settlement date, and with respect to certain short sales in the common stock effected for the firm's proprietary account(s), GS&co. failed to make and/or annotate an affirmative determination that the firm could borrow the security or otherwise provide for delivery by settlement date in violation of NASD conduct rule 3370; with respect to certain short sale transactions in the stock, GS& co. failed to report each transaction to Nasdaq market center with a short sale modifier, and incorrectly reported certain short sale transactions in the stock to the Nasdaq market center as short sale exempt in violation of NASD market place rule 6130(d)(6).
On March 29, 2006, without admitting or denying the allegations, GS&co. consented to a censure and a $20,000 fine. The letter of acceptance, waiver and consent was accepted by NASD on May 11, 2006.
Jan 3, 2006
Regulatory Action: Chicago Board of Trade ("CBOT") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $130,000 · Begun Jan 3, 2006 · Settled · Docket 05-MSR-24
On January 3, 2006, CBOT alleged that Goldman, Sachs & co. ("GS") executed certain exchange for physical ("EFP") transactions in alleged violation of CBOT regulation 444.01 governing transfer trades and executed certain EFP transactions for the purpose of offsetting existing positions in the delivery month or within two business days prior to first delivery day where no change of ownership was involved and where the date of execution of the position being transferred was not the same as the transfer date in alleged violation of CBOT regulation 444.03.
GS submitted an offer of settlement to the CBOT, which was accepted. Without admitting or denying the allegations, GS consented to pay a $130,000 fine.
Jan 3, 2006
Regulatory Action: New York Stock Exchange ("NYSE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $150,000 · Begun Sep 1, 2003 · Resolved Jan 3, 2006 · Decision · Docket HPD 05-145
NYSE alleged as part of an industry-wide settlement that, prior to 2003, Goldman, Sachs & co. ("GS") failed to maintain adequate written supervisory procedures relating to its blue sheet submissions, failed to establish a follow up system to confirm information contained in its blue sheet submissions, and submitted inaccurate information in its blue sheet submissions in violation of NYSE rules 410a, 401, 342 and 342.33.
On January 3, 2006, without admitting or denying the allegations, GS participated in the industry-wide settlement, consenting to a censure, and a $150,000 fine, and agreed to conduct a validation of all required blue sheet data elements in accordance with isg regulatory memorandum, isg 2005-01 and to notify the NYSE when the validation is complete in writing.
Nov 23, 2005
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $7,500 · Begun Oct 12, 2005 · Resolved Nov 23, 2005 · Acceptance, Waiver & Consent(AWC) · Docket 2005000060601
NASD alleged that, for the period of January 1, 2004 through April 30, 2004, Goldman Sachs & Co. ("GS") failed to transmit through act 100 last sale reports of transactions in portal equity securities, by 6:30 PM est on the day of execution, in violation of NASD portal market rule 5322(a)(2).
On October 12, 2005, without admitting or denying the allegations or findings, GS consented to a censure and $7,500 fine. The letter of acceptance, waiver and consent was accepted by NASD on November 23, 2005.
Oct 13, 2005
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $15,000 · Begun Aug 26, 2005 · Resolved Oct 13, 2005 · Acceptance, Waiver & Consent(AWC) · Docket 20050002343-01
NASD alleged that, in connection with certain short transactions on or about August 23 and 24, 2004, Goldman, Sachs & co. ("GS"): (1) failed to annotate an affirmative determination that the relevant securities could be borrowed or otherwise provided for delivery of the securities by settlement date, (2) failed to report certain short sales to the Nasdaq market center with a short sale modifier, and (3) failed to maintain an adequate supervisory system, in violation of NASD conduct rule 3370, NASD marketplace rule 6130, and NASD conduct rules 2110 and 3010.
On August 26, 2005, without admitting or denying the allegations or findings, GS consented to a censure and to pay a $15,000 total fine. The letter of acceptance, waiver and consent was accepted by NASD on October 13, 2005.
Jul 19, 2005
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $25,000 · Begun Jun 15, 2005 · Resolved Jul 19, 2005 · Acceptance, Waiver & Consent(AWC) · Docket MRD200341928/20042000105
NASD alleged that, on trade dates July 22ND and 23RD, 2003, Goldman, Sachs & co. ("GSCO") engaged in certain transactions that in certain respects violated rules for short sales transactions and marketplace rules for OATS (NASD conduct rules 3370, 2110 and 3010, and NASD marketplace rules 4632, 6130 and 6955(a)), and that GSCO's supervisory procedures in such areas were deficient.
On or about June 15, 2000, without admitting or denying the allegations or findings, gsco consented to a censure and to pay a total fine of $25,000. The letter of acceptance, waiver and consent was accepted by the NASD on 7/19/2005.
May 31, 2005
Regulatory Action: Chicago Board of Trade ("CBOT") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun May 3, 2005 · Resolved May 31, 2005 · Consent · Docket 04-RFT-083
CBOT alleged that on December 20 through December 22, 2004, Goldman, Sachs & co. made data entry errors on 11 trades, in violation of regulation 332.08.
Without admitting or denying the allegations, Goldman, Sachs & co. consented to pay a $1000 fine.
May 13, 2005
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $140,000 · Begun Mar 4, 2005 · Resolved May 13, 2005 · Acceptance, Waiver & Consent(AWC) · Docket C10050037
As part of an industry-wide settlement of reporting issues, on March 4, 2005, the NASD alleged that on or about January 2003 through May 2004, Goldman, Sachs & co. ("GS") failed to timely report 10% of its municipal securities inter-dealer transactions, and that GS failed to report the time of trade execution and/or reported invalid time of trades 49% of the time. NASD alleged that on or about February 2003 through October 2003, GS failed to report 79% of the time municipal securities inter-dealer trade executions, to the municipal securities rulemaking board ("MSRB"). The NASD alleged that such reporting issues violated MSRB rule G-14. On or about January 2003 through May 2004, GS failed to monitor its trades to ensure compliance with MSRB rule G-14, in violation of MSRB rule G-27.
On May 6, 2005, without admitting or denying the allegations or findings, GS consented to a censure and to pay a $140,000 fine. The letter of acceptance, waiver and consent was accepted by NASD on May 13, 2005.
Mar 17, 2005
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $125,000 · Begun May 27, 2003 · Resolved Mar 17, 2005 · Acceptance, Waiver & Consent(AWC) · Docket CE2050004
The NASD alleged that Goldman Sachs violated NASD rules 2710, 2110 and 3010 for failing to take reasonable steps to ensure that shares of an issuer held by relatives of certain employees were not sold prior to the expiration of lock-up periods in connection with Goldman Sachs' role as an underwriter of such issuer's IPO.
On March 17, 2005, without admitting or denying the allegations or findings, Goldman Sachs entered into an acceptance, waiver and consent with the NASD. Goldman Sachs agreed to censure by the NASD and to pay a fine of $125,000.
Mar 4, 2005
Regulatory Action: Philadelphia Stock Exchange ("PHLX") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Feb 3, 2005 · Resolved Mar 4, 2005 · Decision · Docket 2005-01
PHLX alleged that on April 15, 2004, Goldman, sach & co. ("GS") failed to maintain required position limits in violation of PHLX rule 1001.
GS submitted on offer of settlement, stipulation of facts and consent to sanctions, which were accepted, without admitting or denying the allegations, GS consented to censure and payment of a $2,500 fine.
Feb 4, 2005
Civil Judicial Action FinalSanctions: Civil Penalty(ies)/Fine(s) · Fine: $40.0M · Begun Jan 24, 2005 · Resolved Feb 4, 2005 · Other
The SEC alleged that Goldman, Sachs & co. ("GS") violated rule 101 of Regulation M under the Securities Act of 1934 by attempting to induce, or inducing certain investors to make aftermarket purchases of certain initial public offerings ("IPOS") underwritten by GS, during 2000.
GS paid a total fine of $40 million on March 31, 2005 and was permanently restrained and enjoined from violating rule 101 of Regulation M under the Securities Act of 1934.
Feb 2, 2005
Regulatory Action: Philadelphia Stock Exchange ("PHLX") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $100,000 · Begun Nov 11, 2004 · Resolved Feb 2, 2005 · Decision · Docket 2004-10
PHLX alleged that from January 2003 through June 2003, on six separate occasions, Goldman, Sachs & co. entered orders to trade all of the separate components of the exchange oil service sector index or semiconductor sector index ("INDICES") for its principal facilitation account prior to facilitating the execution at the PHLX of customer orders to trade options on the INDICES, in violations of PHLX rule 1064.
Goldman, Sachs & co. submitted an offer of settlement to PHLX, which was accepted. Without admitting or denying the allegations, Goldman, Sachs & co. consented to pay a $100,000 fine.
Dec 31, 2004
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Dec 31, 2004 · Resolved Dec 31, 2004 · Acceptance, Waiver & Consent(AWC) · Docket CMS040209
NASD alleged that Goldman, Sachs & co.'s ("GS") supervisory system did not provide for supervision reasonably designed to achieve compliance with securities laws and regulations relating to (I) the proper marking of order tickets for propriety orders and compliance with the "tick test" and (II) trading in front of customer orders, in violation of NASD conduct rules 2110 and 3010.
The NASD allegations resulted from a trading and market marking surveillance examination conducted by the NASD department of market regulation during November 18-22, 2002. GS submitted a letter of acceptance, waiver and consent to the NASD, which was accepted. Without admitting or denying the allegations, GS consented to pay a $5,000 fine.
Dec 1, 2004
Regulatory Action: Chicago Board of Trade ("CBOT") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Sep 27, 2004 · Resolved Dec 1, 2004 · Decision · Docket 04-RFT-026
The CBOT alleged that Goldman, Sachs & co. failed to make all trade data submissions in a correct manner in violation of regulation 332.08.
Goldman, Sachs & co. submitted an offer of settlement to the CBOT, which was accepted. Without admitting or denying the allegations, Goldman, Sachs & co. consented to pay a $1000 fine.
Sep 20, 2004
Regulatory Action: Chicago Mercantile Exchange ("CME") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Sep 14, 2004 · Resolved Sep 20, 2004 · Decision · Docket 04-24339-CTRA
CME alleged that on September 8, 2004, Goldman, Sachs & co.'s floor order pick up exception rate of 13.40%, exceeded the acceptable rate, in violation of rule 536.
Without admitting or denying the allegations, Goldman, Sachs & co. consented to pay a $1,000 fine.
Aug 18, 2004
Regulatory Action: International Securities Exchange ("Ise") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $15,000 · Begun Apr 23, 2003 · Resolved Aug 18, 2004 · Acceptance, Waiver & Consent(AWC) · Docket 2002-1130-03; 2002-1231-10; 2003-01;
The ise alleged that in 43 instances between November 2002 through April 2003, Goldman Sachs ("GS"), as electronic access member ("EAM"), received customer orders and within 30 seconds of entering the orders into the ise trading system, GS entered proprietary orders that executed against the customer orders, in violation of ise rule 717(d). The ise alleged that on one occasion in December 2002, GS, as EAM, received a customer order which was executed against an existing principal order without first posting the order on the exchange for 30 seconds, in violation of ise rule 717(d). The ise also alleged that GS failed to mention satisfactory written supervisory procedures to ensure compliance with ise rules regarding proper facilitation of customer orders by GS, in violation of ise rule 401.
GS entered into a letter of acceptance, waiver and consent with ise. Without admitting or denying the allegations, GS agreed to a censure by ise and to payment of a $15,000 fine.
Jul 21, 2004
Regulatory Action: New York Stock Exchange, Inc. ("NYSE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $175,000 · Begun Jun 22, 2004 · Resolved Jul 21, 2004 · Stipulation and Consent · Docket 04-146
NYSE alleged that, during the period January through May 2001, Goldman, Sachs & co. (GS) failed to supervise and control the activities of a former registered representative ("RR") who failed to timely supply accounts numbers, or other indications of beneficial ownership of trades, and delay allocation of executed trades, which led to more favorable trades in the RR's personal account for a potential gain of $600,000, and was to the detriment of GS customers, GS is also alleged to have failed to ensure that its employees made and preserved books and records concerning account designations and execution of customer orders. The alleged conduct is in violation of NYSE rules 342, 342.16, 440 Securities and Exchange Commission regulations 240.17A-3(a)(6) and (7).
GS submitted a consent to penalty to NYSE, which was accepted. Without admitting or denying the allegations, GS offered to be censured and paid a $175,000 fine.
Jul 15, 2004
Regulatory Action: NASD (now FINRA) FinalSanctions: Censure; Fine · Fine: $4.7M · Begun Jul 15, 2004 · Resolved Jul 15, 2004 · Acceptance, Waiver & Consent(AWC) · Docket CMS040106
NASD alleged that on five pairs of trades executed on Goldman, Sachs & co.'s ("GS") high yield and distressed bond desks between July 2000 and August 2001, GS violated NASD rules relating to markups/markdowns and record-keeping and that each transaction violated NASD conduct rules 2110, 2440, IM-2440, 3010, 3110 and 6240, section 17(a) of the Exchange Act and rules 17A-3 and 17A-4.
On July 15, 2004 the NASD office of disciplinary affairs and national adjudicatory council accepted a letter of acceptance, waiver and consent ("AWC") that was executed by the company on July 13, 2004. In the AWC, the NASD's department of market regulation (without making any legal or factual findings) stated or alleged that the company had violated NASD rules relating to markup/markdowns in connection with five trades occurring between July 2000 and August 2001 by the company's high-yield and distressed bond desks; that the company violated record-keeping rules in that those desks failed in some instances to create certain required records and in some instances inaccurately recorded times of trade execution; and that in certain respects the company's supervisory system for high-yield and distressed bond trading was inadequate in its scope and flawed in its execution.
Jul 1, 2004
Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2.0M · Begun Jul 1, 2004 · Resolved Jul 1, 2004 · Order · Docket 3-11533
The SEC alleged that Goldman Sachs sales traders for the asian shares sales desk made public offers of securities via e mail to certain institutional customers in connection with four international public offerings during the "waiting period," when the registration statements were filed, but not yet declared effective by the SEC, during the period October 1999 to March 2000, in violation of section 5(b) of the Securities Act of 1933 ("Securities Act"). The SEC alleged that Goldman Sachs failed to supervise these sales traders for purposes of section 15(b)(4)(e) of the Securities Exchange Act of 1934. The SEC also alleged that a Goldman Sachs representative made comments to the media on four occasions in connection with one of the public offering during the "pre-filing period," the period before the registration statement was filed with the SEC, from January to February 2000, in violation of section 5(c) of the Securities Act.
Goldman Sachs submitted an offer to the SEC, which was accepted. Without admitting or denying the allegations, Goldman Sachs offered to cease and desist from committing or causing violations, and any future violations, of section 5(b) and 5(c) of the Securities Act, and to pay a civil money penalty of $2,000,000 to the United States Treasury.
Jul 1, 2004
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $20,000 · Begun May 23, 2002 · Resolved Jul 1, 2004 · Acceptance, Waiver & Consent(AWC) · Docket CMS 040111
NASD alleged that in 128 instances between July 2003 and September 2003, during the 9 minute period immediately prior to the opening of the market, Goldman Sachs, as market maker for certain securities, caused a locked/crossed market condition by entering a bid (ASK) quotation that locked/crossed another market maker's quotation without immediately sending through selectnet to such locked/crossed market maker a trade-on-move message that was at the receiving market maker's quoted price and whose aggregate size was at least 5,000 shares, in violation of NASD marketplace rule 4613(e)(l)(c).
Goldman Sachs entered into a letter of acceptance, waiver and consent ("AWC") with NASD. Without admitting or denying the allegations, Goldman Sachs agreed to a censure by NASD and the payment of a $20,000 fine.
Dec 29, 2003
Regulatory Action: State of West Virginia/ Office of the State Auditor FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Dec 29, 2003 · Other · Docket E03-1353
Various state regulators, including the State of West Virginia/ Office of the State Auditor, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of West Virginia/ Office of the State Auditor that found Goldman Sachs to have violated the West Virginia Securities Act which proscribes the use of dishonest or unethical practices in the securities business under West Virginia code § 322204(a)(2)(g) and West Virginia code § 322204(a) (2)(j), broker-dealers also are required to supervise adequately the conduct of its employees and agents.
Dec 15, 2003
Regulatory Action: State of California - Business, Transportation and Housing Agency, Department of Corporations FinalSanctions: Cease and Desist · Fine: $2.6M · Begun Apr 12, 2002 · Resolved Dec 15, 2003 · Other · Docket 081832609851
Various state regulators, including the State of California - Business, Transportation and Housing Agency, Department of Corporations conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the state of California business, transportation and housing agency, department of corporations, that found Goldman Sachs to have violated corporations code section 25218 and title 10 California code of regulations section 260.218 and 260.218.4(a) by: failing to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking and failing to reasonably supervise its employees to ensure that its analysts who issued research were adequately insulated from pressures and influenced from covered companies and investment banking.
Dec 5, 2003
Regulatory Action: New Mexico Regulation & Licensing Department/ Securities Division FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Dec 5, 2003 · Other · Docket 03-03-031-048 (CO)
Various state regulators, including the New Mexico Regulation & Licensing Department/ Securities Division, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the New Mexico Regulation & Licensing Department/ Securities Division that found Goldman Sachs to have failed to ensure and failed reasonably to supervise that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking under section 58-13B-16.A(2)(h).
Dec 4, 2003
Regulatory Action: State of Illinois Secretary of State Securities Department FinalSanctions: Cease and Desist · Fine: $956,921 · Begun Apr 12, 2002 · Resolved Dec 4, 2003 · Other · Docket 0300910
Various state regulators, including the State of Illinois Secretary of State Securities Department, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the state of Illinois securities department that found Goldman Sachs to have violated section 8.e(1)(b) that proscribes the use of unethical practices in the securities business and section 8.e(1)(e)(IV) that requires dealers to supervise adequately the conduct of their employees.
Nov 25, 2003
Regulatory Action: Missouri Office of Secretary of State FinalSanctions: Cease and Desist · Fine: $431,117 · Begun Apr 12, 2002 · Resolved Nov 25, 2003 · Order · Docket AO-03-15
Various state regulators, including the Missouri Office of Secretary of State, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Missouri office of SEC. of state that found Goldman Sachs to have violated §409.204(a)(2)(g) rsmo by the commissioner of securities by failing to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking.
Nov 25, 2003
Regulatory Action: State of Nebraska/ Department of Banking & Finance FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Nov 25, 2003 · Other · Docket RECEIPT # 75114
Various state regulators, including the State of Nebraska/ Department of Banking & Finance, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Nebraska/ Department of Banking & Finance that found Goldman Sachs to have violated the neb. Rev. Stat. § 81103(9)(a)(VII) that Goldman Sachs failed to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking.
Nov 25, 2003
Regulatory Action: The State of New Hampshire/ Department of State/ Bureau of Securities Regulation FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Nov 25, 2003 · Other · Docket CRD #361
Various state regulators, including the state of New Hampshire/department of state/bureau of securities regulation, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with The State of New Hampshire/ Department of State/ Bureau of Securities Regulation that found Goldman Sachs to have violated the New Hampshire Securities Act under N.H. Rev. Stat. §§ 421b:10(I)(b)(7) which proscribes the use of dishonest or unethical practices in the securities business and 421 b:10(I)(b)(10) which states broker-dealers also are required to supervise adequately the conduct of their employees and agents.
Nov 25, 2003
Regulatory Action: State of North Carolina/ Department of the Secretary of State FinalSanctions: Cease and Desist · Fine: $620,209 · Begun Apr 12, 2002 · Resolved Nov 25, 2003 · Other · Docket 03-009-IG
Various state regulators, including the State of North Carolina/ Department of the Secretary of State, conducted an industry- wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of North Carolina/ Department of the Secretary of State that found Goldman Sachs to have violated the North Carolina Securities Act under N.C.G.S. §78a39(a)(2) (g) which proscribes the use of dishonest or unethical practices in the securities business.
Nov 25, 2003
Regulatory Action: Commonwealth of Pennsylvania/ Pennsylvania Securities Commission FinalSanctions: Cease and Desist · Fine: $946,269 · Begun Apr 12, 2002 · Resolved Nov 25, 2003 · Other · Docket 2003-04-46
Various state regulators, including the Commonwealth of Pennsylvania/ Pennsylvania Securities Commission, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Pennsylvania securities commission that found Goldman Sachs to have violated proceedings under section 305(a)(x) of the 1972 act, 70 P.S. § 1305 (a)(IX) which prohibits the use of dishonest or unethical practices; and that there would be a basis for the commission to suspend, revoke or condition the broker-dealer registration of Goldman Sachs in the Commonwealth of Pennsylvania.
Nov 21, 2003
Regulatory Action: Maryland Securities Division FinalSanctions: Cease and Desist · Fine: $408,100 · Begun Apr 12, 2002 · Resolved Nov 21, 2003 · Other · Docket 2002-0893
Various state regulators, including the Maryland Securities Division, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Maryland Securities Division that found Goldman Sachs to have violated Maryland Securities Act, section 11-412(a)(7) that subject broker-dealers to sanction for engaging in dishonest or unethical practices in the securities business and Maryland Securities Act 11-412(a)(10) that states broker-dealers are also subject to sanction for failure to supervise adequately the conduct of its employees and agents.
Nov 19, 2003
Regulatory Action: Government of the District of Columbia, Department of Insurance and Securities FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Nov 19, 2003 · Other · Docket SEC. CO 03-03
Various state regulators, including the Government of the District of Columbia, Department of Insurance and Securities, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Government of the District of Columbia, Department of Insurance and Securities regulation that found Goldman Sachs to have violated D.C. Official code §31 5602.07(a)(9) by failing to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking. Goldman Sachs also violated D.C. Official code §315602.07(a)(12) by failing to reasonably supervise its employees to ensure that its analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking.
Oct 31, 2003
Civil Judicial Action FinalSanctions: Civil Penalty(ies)/Fine(s); $10,000,000 for investor education $50,000,000 to fund independent, third-party research · Fine: $50.0M · Begun Apr 28, 2003 · Resolved Oct 31, 2003 · Other
On April 28, 2003, the SEC filed complaints against ten investment banking firms as part of a global settlement relating to equity research analyst conflicts of interests. The complaint against Goldman Sachs alleges that the firm violated (I) NYSE rules 401 and 476 and NASD conduct rule 2110 by engaging in acts and practices during the period July 1, 1999 through June 30, 2001 that created and/or maintained inappropriate influence by investment banking over research analysts and therefore imposed conflicts of interest on its research analysts; (II) NYSE rule 472 and NASD conduct rule 2210 by issuing in certain instances research reports for companies that were not based on principles of fair dealing and good faith and did not provide a sound basis for evaluating facts, contained exaggerated or unwarranted claims about these companies, and/or contained opinions for which there was no reasonable basis; and (III) NYSE rule 342 and NASD conduct rule 3010 by failing to establish and maintain adequate supervisory procedures over research analysts to prevent or manage conflicts of interest.
$25,000,000 as disgorgement $25,000,000 as a penalty $50,000,000 to fund independent, third-party research $10,000,000 for investor education
Oct 31, 2003
Civil Judicial Action FinalSanctions: Civil Penalty(ies)/Fine(s); $10,000,000 for investor education; $50,000,000 to fund independent, third-party research. · Fine: $50.0M · Begun Apr 28, 2003 · Resolved Oct 31, 2003 · Other
On April 28, 2003, as part of a global settlement, the SEC filed a complaint against ten investment banking firms, including GS alleging that they violated (I) NYSE rules 401 and 476 and NASD conduct rule 2110 by permitting investment banking to exercise inappropriate influence over research analysts; (II) NYSE rule 472 and NASD conduct rule 2210 by issuing research reports that contained exaggerated or unwarranted claims; and (III) NYSE rule 342 and NASD conduct rule 3010 by failing to prevent or manage conflicts of interest adequately.
$25,000,000 as a penalty; $25,000,000 as disgorgement; $10,000,000 as investor education; $50,000,000 to fund independent, third-party research.
Oct 31, 2003
Civil Judicial Action FinalSanctions: Civil Penalty(ies)/Fine(s); $10,000,000 for investor education; $50,000,000 to fund independent, third-party research. · Fine: $50.0M · Begun Apr 28, 2003 · Resolved Oct 31, 2003 · Other
On April 28, 2003, as part of a global settlement, the SEC filed a complaint against ten investment banking firms, including GS alleging that they violated (I) NYSE rules 401 and 476 and NASD conduct rule 2110 by permitting investment banking to exercise inappropriate influence over research analysts; (II) NYSE rule 472 and NASD conduct rule 2210 by issuing research reports that contained exaggerated or unwarranted claims; and (III) NYSE rule 342 and NASD conduct rule 3010 by failing to prevent or manage conflicts of interest adequately.
$25,000,000 as a penalty; $25,000,000 as disgorgement; $10,000,000 as investor education; $50,000,000 to fund independent, third-party research.
Oct 31, 2003
Civil Judicial Action FinalSanctions: Civil Penalty(ies)/Fine(s); $10,000,000 for investor education; $50,000,000 to fund independent, third-party research. · Fine: $50.0M · Begun Apr 28, 2003 · Resolved Oct 31, 2003 · Other
On April 28, 2003, as part of a global settlement, the SEC filed a complaint against ten investment banking firms, including GS alleging that they violated (I) NYSE rules 401 and 476 and NASD conduct rule 2110 by permitting investment banking to exercise inappropriate influence over research analysts; (II) NYSE rule 472 and NASD conduct rule 2210 by issuing research reports that contained exaggerated or unwarranted claims; and (III) NYSE rule 342 and NASD conduct rule 3010 by failing to prevent or manage conflicts of interest adequately.
$25,000,000 as a penalty; $25,000,000 as disgorgement; $10,000,000 as investor education; $50,000,000 to fund independent, third-party research.
Oct 31, 2003
Civil Judicial Action FinalSanctions: Civil Penalty(ies)/Fine(s); $10,000,000 for investor education; $50,000,000 to fund independent, third-party research. · Fine: $50.0M · Begun Apr 28, 2003 · Resolved Oct 31, 2003 · Other
On April 28, 2003, as part of a global settlement, the SEC filed a complaint against ten investment banking firms, including GS alleging that they violated (I) NYSE rules 401 and 476 and NASD conduct rule 2110 by permitting investment banking to exercise inappropriate influence over research analysts; (II) NYSE rule 472 and NASD conduct rule 2210 by issuing research reports that contained exaggerated or unwarranted claims; and (III) NYSE rule 342 and NASD conduct rule 3010 by failing to prevent or manage conflicts of interest adequately.
$25,000,000 as a penalty; $25,000,000 as disgorgement; $10,000,000 as investor education; $50,000,000 to fund independent, third-party research.
Oct 27, 2003
Regulatory Action: Ohio Department of Commerce/ Division of Securities FinalSanctions: Cease and Desist · Fine: $874,773 · Begun Apr 12, 2002 · Resolved Oct 27, 2003 · Other · Docket CHECK # 056674
Various state regulators, including the Ohio Department of Commerce/ Division of Securities, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Ohio Department of Commerce/ Division of Securities that found Goldman Sachs to have violated Ohio revised code chapter 1707 and the rules promulgated there under that Goldman Sachs failed to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banks.
Oct 20, 2003
Regulatory Action: Commonwealth of Virginia/ State Corporation Commission FinalSanctions: Cease and Desist · Fine: $545,408 · Begun Apr 12, 2002 · Resolved Oct 20, 2003 · Other · Docket SEC-2003-0016
Various state regulators, including the Commonwealth of Virginia/ State Corporation Commission, conducted an industry-wide, joint investigation into conflicts of interest between equity
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Commonwealth of Virginia/ State Corporation Commission that found Goldman Sachs to have violated the act which proscribes the use of dishonest or unethical practices in the securities business under securities vac 5-20-280 e 12 and 21 vac 5-20-260 which requires broker-dealers to supervise adequately the conduct of its employees and agents. NASD conduct rule 2110 requires broker-dealers to observe high standards of commercial honor and just and equitable principles of trade.
Oct 20, 2003
Regulatory Action: The Commissioner of Securities of the State of Louisiana FinalSanctions: Cease and Desist · Fine: $344,339 · Begun Apr 12, 2002 · Resolved Oct 20, 2003 · Other · Docket UNKNOWN
Various state regulators, including The Commissioner of Securities of the State of Louisiana, conducted an industry-wide, joint investigation into conflicts of interest between equity.
Without admitting or denying liability, Goldman Sachs entered into a consent order with The Commissioner of Securities of the State of Louisiana that found Goldman Sachs to have violated the Louisiana securities law in failing to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking. Additionally, Goldman Sachs failed to supervise its employees to ensure analysts who issued research were adequately insulated from pressured and influences from covered companies and investment banking.
Oct 14, 2003
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $10,000 · Begun Oct 14, 2003 · Resolved Oct 14, 2003 · Acceptance, Waiver & Consent(AWC) · Docket CMS030239
NASD alleged that on 18 occasions between March 1, 2002 and July 17, 2002, Goldman Sachs effected transactions in OTC equity options for customer accounts that exceeded NASD equity option position limits, and that each transaction violated NASD conduct rules 2110 and 2860(b)(3).
Goldman Sachs entered into a letter of acceptance, waiver and consent ("AWC") with NASD. Without admitting or denying the allegations, Goldman Sachs agreed to a censure by NASD and to payment of a $10,000 fine.
Oct 7, 2003
Regulatory Action: North Dakota Securities Department FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Oct 7, 2003 · Other · Docket CRD #361
Various state regulators, including the North Dakota Securities Department, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the North Dakota Securities Department that found Goldman Sachs to have violated the Securities Act under section 10-04-11(1)(c) N.D.C.C. Which proscribes the use of dishonest or unethical practices in the securities business; section 10-04-11(1)(m) N.D.C.C. Which states broker-dealers also are required to supervise adequately the conduct of its employees and agents.
Oct 6, 2003
Regulatory Action: Alabama Department of Commission and Office of the State of the Attorney General, State of Alabama FinalSanctions: Cease and Desist; Goldman Sachs will cease and desist from violating 8-6-3(j)(7) and 8-6-3(j)(10) in connection with the research practices · Fine: $342,654 · Begun Apr 12, 2002 · Resolved Oct 6, 2003 · Other · Docket CO-2003-0031
Various state regulators, including the Alabama securities commission and office of the attorney general, state of Alabama, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Alabama securities commission and office of the attorney general that found Goldman Sachs to have violated code of Alabama 1975 8-6-3(j)(7) which prohibits the use of dishonest or unethical practices in the securities business and code of Alabama 1975 8-6-3(j)(10) which states broker- dealers are required to supervise adequately the conduct of its employees and agents.
Oct 6, 2003
Regulatory Action: State of Colorado Department of Regulatory Agencies, Division of Securities FinalSanctions: Cease and Desist · Fine: $331,417 · Begun Apr 12, 2002 · Resolved Oct 6, 2003 · Other · Docket 04-L-12
Various state regulators, including the State of Colorado Department of Regulatory Agencies, Division of Securities, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Colorado Department of Regulatory Agencies, Division of Securities that found Goldman Sachs to have violated §1151410(1)(g), C.R.S., and rule 514.7 that proscribes the use of dishonest or unethical practices in the securities business and §1151410 (1)(I), C.R.S. That states broker dealers are required to supervise adequately the conduct of its employees and sales representatives.
Oct 2, 2003
Regulatory Action: State of New Jersey/ Department of Law and Public Safety/ Division of Consumer Affairs/ Bureau of Securities FinalSanctions: Cease and Desist · Fine: $648,335 · Resolved Oct 2, 2003 · Other · Docket N/A
Various state regulators, including the State of New Jersey/ Department of Law and Public Safety/ Division of Consumer Affairs/ Bureau of Securities, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of New Jersey/ Department of Law and Public Safety/ Division of Consumer Affairs/ Bureau of Securities regulation that found Goldman Sachs to have violated N.J.S.A. 49:3-58(a)(2)(VII) to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking and N.J.S.A. 49:3-58(a)(2)(XI) that Goldman Sachs failed reasonably to supervise its employees to ensure that its analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking.
Sep 30, 2003
Regulatory Action: Oregon/ Department of Consumer and Business Services/ Division of Finance and Corporate Securities FinalSanctions: Cease and Desist · Fine: $263,622 · Begun Apr 12, 2002 · Resolved Sep 30, 2003 · Order · Docket S-03-0036
Various state regulators, including the Oregon/department of consumer and business services/ division of finance and corporate securities, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Oregon/ Department of Consumer and Business Services/ Division of Finance and Corporate Securities that found Goldman Sachs to have violated the provisions of ors chapter 59 under ors 59.205 (2) which proscribes the use of dishonest or unethical practices in the securities business; and oar division 441-205-210(1) in which broker-dealers also are required to supervise adequately the conduct of its employees and agents.
Sep 29, 2003
Regulatory Action: State of Arizona Consumer Protection & Advocacy, Securities Division FinalSanctions: Cease and Desist · Fine: $395,321 · Begun Apr 12, 2002 · Resolved Sep 29, 2003 · Other · Docket S-03533A-03-0000
Various state regulators, including the State of Arizona Consumer Protection & Advocacy, Securities Division, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the state of Arizona consumer protection & advocacy securities division that found Goldman Sachs to have violated A.R.S. §441961 (a)(13) in failing to ensure that analysts who issued research were adequately insulated from pressure and influences from covered companies and investment banking. Additionally, Goldman Sachs failed to supervise its employees to ensure analysts who issued research were adequately insulated from pressured and influences from covered companies and investment banking.
Sep 25, 2003
Regulatory Action: State of Georgia Secretary of State Commissioner of Securities FinalSanctions: Cease and Desist · Fine: $630,775 · Begun Apr 12, 2002 · Resolved Sep 25, 2003 · Other · Docket EN-19516
Various state regulators, including the State of Georgia Secretary of State Commissioner of Securities, conducted an industry- wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the state of Georgia, secretary of state, commissioner of securities that found Goldman Sachs to have violated O.C.G.A. §§ 1054 (a)(8) and 10512 (a)(1) and rule 590-4-2-.14(1) that states analysts who issue research be adequately insulated from pressures and influences from covered companies and ib. Additionally, O.C.G.A. §§ 1054 (a)(11) and 10512(a)(1) and rule 59042.08 (1) that states analysts who issued research were reasonably supervised.
Sep 24, 2003
Regulatory Action: Kansas Office of the Securities Commissioner FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Sep 24, 2003 · Other · Docket 2003E045
Various state regulators, including the state of Kansas Office of the Securities Commissioner, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Kansas Office of the Securities Commissioner that found Goldman Sachs to have violated K.S.A. 17-1254(m)(7) that proscribes the use of dishonest or unethical practices in the securities business and K.S.A. 17-1254(m)(12) that requires broker-dealers to supervise adequately the conduct of its employees and agents.
Sep 24, 2003
Regulatory Action: State of Wisconsin/ Department of Financial Institutions FinalSanctions: Cease and Desist · Fine: $413,277 · Begun Apr 12, 2002 · Resolved Sep 24, 2003 · Other · Docket FILE NO. S-03102 (EX)
Various state regulators, including the State of Wisconsin/ Department of Financial Institutions, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Wisconsin/ Department of Financial Institutions that found Goldman Sachs to have violated the Wisconsin uniform securities law, CH. 551, Wisconsin statutes, under SEC. 551.34(1)(g), Wisconsin statutes which proscribes the use of dishonest or unethical practices in the securities business and 551.34(1)(j), wis. Stats which requires broker-dealers to supervise adequately the conduct of its employees and agents.
Sep 22, 2003
Regulatory Action: Arkansas Securities Department FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Sep 22, 2003 · Other · Docket S-03-016-03-C003
Various state regulators, including Arkansas Securities Department, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Arkansas Securities Department that found Goldman Sachs to have violated ark. Code ann. §§ 2342308 (a)(2)(g) which proscribes the use of dishonest or unethical practices in the securities business and ark. Code ann. §§ 2342308 (a)(2)(j) which states brokerdealers are required to supervise adequately the conduct of its employees and agents.
Sep 22, 2003
Regulatory Action: The Commonwealth of Massachusetts, Securities Division FinalSanctions: Cease and Desist · Fine: $489,205 · Begun Apr 12, 2002 · Resolved Sep 22, 2003 · Other · Docket E-2003-41
Various state regulators, including The Commonwealth of Massachusetts, Securities Division, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs has entered into a consent order with the common-wealth of Massachusetts, securities division that found Goldman Sachs to have violated M.G.L. C. 110a, §204(a)(2)(g) that proscribes the use of dishonest or unethical practices in the securities business and M.G.L. C. 110a, §204(a)(2)(j) that states brokerdealers are required to supervise adequately the conduct of its employees and agents.
Sep 19, 2003
Regulatory Action: State of Florida Office of Financial Regulation FinalSanctions: Cease and Desist · Fine: $1.2M · Begun Apr 12, 2002 · Resolved Sep 19, 2003 · Other · Docket OFR NO. 0043-S-6/03
Various state regulators, including the State of Florida Office of Financial Regulation, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the state of Florida, office of financial regulation that found Goldman Sachs to have violated section 517.161 (1)(a), fla. Stat., and 3E-600.013 (1)(p)1., fla. Admin. Code that proscribes the use of dishonest or unethical practices in the securities business and the requirement that broker-dealers supervise adequately the conduct of its employees and agents.
Sep 19, 2003
Regulatory Action: State of Wyoming/ Secretary of State FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Sep 19, 2003 · Other · Docket CONSENT ORDER NO. 02-09
Various state regulators, including the State of Wyoming/ Secretary of State, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Wyoming/ Secretary of State that found Goldman Sachs to have violated the Wyoming Securities Act under wyo. Stat. §174106(a)(II)(g) which proscribes the use of dishonest or unethical practices in the securities business and wyo. Stat. §174106 (b)(II)(a) in which brokerdealers are required to supervise adequately the conduct of its employees/agents.
Sep 15, 2003
Regulatory Action: State of Rhode Island and Providence Plantations/ Department of Business Regulation/ Securities Division FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Sep 15, 2003 · Other · Docket CASE # 361
Various state regulators, including the State of Rhode Island and Providence Plantations/ Department of Business Regulation/ Securities Division, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Rhode Island and Providence Plantations/ Department of Business Regulation/ Securities Division that found Goldman Sachs to have violated the Rhode Island uniform Securities Act of 1990 ("RISUSA") § 711212(b)(8) which prohibits the use of dishonest or unethical practices in the securities business; and the Rhode Island uniform Securities Act of 1990 ("RISUSA") § 711212(b)(11) stating a broker-dealer is also required to supervise adequately the conduct of its employees and agents.
Sep 11, 2003
Regulatory Action: State of Delaware Deputy Attorney General, Department of Justice FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Sep 11, 2003 · Other · Docket C.A. NO. 03-6-5
Various state regulators, including the State of Delaware Deputy Attorney General, Department of Justice, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the state of Delaware Department of Justice that found Goldman Sachs to have violated 6 del.c. §7316 (a)(7) that proscribes the use of dishonest or unethical practices in the securities business and 6 del. C. §7316(a)(10) that states brokerdealers are required to supervise reasonably the conduct of its employees and agents.
Sep 10, 2003
Regulatory Action: Vermont Department of Banking, Insurance, Securities and Health Care Administration FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Sep 10, 2003 · Other · Docket 03-061-S
Various state regulators, including the Vermont Department of Banking, Insurance, Securities and Health Care Administration, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Vermont Department of Banking, Insurance, Securities and Health Care Administration that found Goldman Sachs to have failed to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking under §4221a(a)(8) of the Securities Act.
Sep 5, 2003
Regulatory Action: State of Michigan, Office of Financial and Insurance Services FinalSanctions: Cease and Desist · Fine: $765,768 · Begun Apr 12, 2002 · Resolved Sep 5, 2003 · Other · Docket 03-039-M
Various state regulators, including the State of Michigan, Office of Financial and Insurance Services, conducted an industry- wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs has entered into a consent order with the State of Michigan, Office of Financial and Insurance Services that found Goldman Sachs to have violated MCL 451.604(a)(1)(g) that proscribes the use of dishonest or unethical practices in the securities business and MCL 451.604(a)(2) that states broker-dealers are required to supervise adequately the conduct of its employees and agents.
Sep 5, 2003
Regulatory Action: Texas State Securities Board FinalSanctions: Cease and Desist · Fine: $1.6M · Begun Apr 12, 2002 · Resolved Sep 5, 2003 · Other · Docket ORDER NO. CAF-1534
Various state regulators, including the Texas State Securities Board, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Texas State Securities Board that found Goldman Sachs to have violated section 14.a(3) of the Texas Securities Act which is to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking.
Sep 4, 2003
Regulatory Action: SEC FinalSanctions: Censure; Cease and desist, disgorgement, civil penalty and undertaking · Fine: $5.0M · Begun Sep 4, 2003 · Resolved Sep 4, 2003 · Consent · Docket FILE NO. 3-11240
Goldman Sachs allegedly violated (I) section 15(c)(1) and rule 15C1-2 of the Exchange Act as a result of certain trading in U.S. Treasury bonds on October 31, 2001; and (II) section 15(f) of the Exchange Act by failing to maintain policies and procedures specifically addressed to the possible misuse of non-public information obtained from outside consultants.
On September 4, 2003, the SEC entered its order instituting administrative and cease-and-desist proceedings, making findings, and imposing remedial sanctions and a cease-and-desist order pursuant to sections 15(b)(4) & 21c of the Securities Exchange Act of 1934 as to Goldman, Sachs & co., as described above.
Sep 4, 2003
Regulatory Action: SEC FinalSanctions: Censure; Cease and desist, disgorgement, civil penalty and undertaking · Fine: $5.0M · Begun Sep 4, 2003 · Resolved Sep 4, 2003 · Consent · Docket FILE NO. 3-11240
Goldman Sachs allegedly violated (I) section 15(c)(1) and rule 15C1-2 of the Exchange Act as a result of certain trading in U.S. Treasury bonds on October 31, 2001; and (II) section 15(f) of the Exchange Act by failing to maintain policies and procedures specifically addressed to the possible misuse of non-public information obtained from outside consultants.
On September 4, 2003, the SEC entered its order instituting administrative and cease-and-desist proceedings, making findings, and imposing remedial sanctions and a cease-and-desist order pursuant to sections 15(b)(4) & 21c of the Securities Exchange Act of 1934 as to Goldman, Sachs & co., as described above.
Sep 4, 2003
Regulatory Action: Hawaii Department of Commerce and Consumer Affairs, Securities Enforcement Attorney FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Sep 4, 2003 · Other · Docket SEU2002-045
Various state regulators, including the Hawaii Department of Commerce and Consumer Affairs, Securities Enforcement Attorney, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Hawaii department of commerce and affairs that found Goldman Sachs to have violated H.R.S. §48515(7) that proscribes the use of dishonest or unethical practices in the securities business and H.R.S. §48515(10) that states brokerdealers are required to supervise adequately the conduct of its employees and agents.
Sep 4, 2003
Regulatory Action: Minnesota Department of Commerce FinalSanctions: Cease and Desist · Fine: $379,051 · Begun Apr 12, 2002 · Resolved Sep 4, 2003 · Other · Docket SE2304866
Various state regulators, including the Minnesota Department of Commerce, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the minn. Department of commerce that found Goldman Sachs to have violated minn. Stat. §80A.07, subd. 1(7) (2002), which proscribes the use of dishonest or unethical practices in the securities business and minn. Stat. §80A.07, subd. 1(10) (2002) and minn. R. CH. 2875.0910(3) (2001) which state broker dealers are required to supervise adequately the conduct of its employees and agents.
Sep 3, 2003
Regulatory Action: State of Nevada/ Office of the Secretary of State FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Sep 3, 2003 · Other · Docket FILE NO. I03-183
Various state regulators, including State of Nevada/ Office of the Secretary of State, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Nevada/ Office of the Secretary of State that found Goldman Sachs to have violated NRS 90.420(1)(h) which proscribes the use of dishonest or unethical practices in the securities business and NRS 90.420(1)(k) which states that broker-dealers also are required to supervise adequately the conduct of their employees and agents.
Sep 3, 2003
Regulatory Action: State of Oklahoma Department of Securities FinalSanctions: Cease and Desist · Fine: $265,877 · Begun Apr 12, 2002 · Resolved Sep 3, 2003 · Other · Docket ODS FILE NO. 03-129
Various state regulators, including the State of Oklahoma Department of Securities, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Oklahoma Department of Securities that found Goldman Sachs to have violated the Oklahoma Securities Act and the rules of the Oklahoma securities commission and the administrator of the department of securities (the "rules") which proscribe the use of dishonest or unethical practices in the securities business pursuant to paragraph (8) of subsection (a) of section 204 of the act and 660:10-5- 42 of the rules. Paragraph (12) of subsection (a) of section 204 of the act and 660:10-5-42 of the rules also requires broker- dealers to supervise adequately the conduct of its employees and agents.
Sep 3, 2003
Regulatory Action: South Dakota/ Department of Revenue and Regulation/ Division of Securities FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Sep 3, 2003 · Other · Docket CASE # 646
Various state regulators, including the South Dakota/ Department of Revenue and Regulation/ Division of Securities, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the South Dakota/ Department of Revenue and Regulation/ Division of Securities that found Goldman Sachs to have violated the uniform Securities Act, chapter 47- 31a, under §4731a204(a)(2)(g) which proscribes the use of dishonest or unethical practices in the securities business; and §47 31A-204(a)(2)(g) in which broker-dealers also are required to supervise adequately the conduct of its employees and agents.
Sep 3, 2003
Regulatory Action: State of Tennessee/ Department of Commerce and Insurance/ Office of Legal Counsel FinalSanctions: Cease and Desist · Fine: $438,366 · Begun Apr 12, 2002 · Resolved Sep 3, 2003 · Other · Docket FILE NO. 03-004
Various state regulators, including the State of Tennessee/ Department of Commerce and Insurance/ Office of Legal Counsel, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Tennessee/ Department of Commerce and Insurance/ Office of Legal Counsel that found Goldman Sachs to have violated Tennessee code annotated § 482 112 (a)(2)(g), failing to ensure that analyst who issued research were adequately insulated from pressures and influences from covered companies and investment banking.
Aug 29, 2003
Regulatory Action: Office of the Mississippi Secretary of State/ Business Regulation and Enforcement Division FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Aug 29, 2003 · Other · Docket 02-11-06-S
Various state regulators, including the Office of the Mississippi Secretary of State/ Business Regulation and Enforcement Division, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Goldman Sachs will cease and desist from violating the Mississippi Securities Act in connection with the research practices referenced in this order and will comply with the act in connection with the research practices referenced in this order and will comply with the undertakings of addendum a, incorporated herein by reference.
Aug 29, 2003
Regulatory Action: Commonwealth of Puerto Rico/ Office of the Commissioner of Financial Institutions FinalSanctions: Cease and Desist · Fine: $293,457 · Begun Apr 12, 2002 · Resolved Aug 29, 2003 · Other · Docket MATTER NO. C 03-V-012
Various state regulators, including the Commonwealth of Puerto Rico/ Office of the Commissioner of Financial Institutions, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Commonwealth of Puerto Rico/ Office of the Commissioner of Financial Institutions that found Goldman Sachs to have violated the act no. 60, (section 204(a)(2) (g)) and regulation 6078 (section 26.1) which proscribe the use of dishonest or unethical practices in the securities business; and act no. 60, (section 204(a)(2)(j)) and regulation 6078 (sections 25.4.4 and 28.2) which states broker-dealers also are required to supervise adequately the conduct of its employees and agents.
Aug 27, 2003
Regulatory Action: State of Connecticut Department of Banking FinalSanctions: Cease and Desist · Fine: $262,402 · Begun Apr 12, 2002 · Resolved Aug 27, 2003 · Other · Docket CO-2003-6797-S
Various state regulators, including the State of Connecticut Department of Banking, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the state of Connecticut, department of banking, that found Goldman Sachs to have violated section 36B-4(b) of the act that proscribes engaging in dishonest or unethical practices in connection with the offer, sale or purchase of a security and section 36B-31-6F(b) of the regulations stating broker-dealers are required to establish, enforce, and maintain a system for supervising their employees and agents that is reasonably designed to achieve compliance with applicable securities laws and regulations.
Aug 27, 2003
Regulatory Action: State of Maine Department of Professional and Financial Regulation Office of Securities FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Aug 27, 2003 · Other · Docket 03-103
Various state regulators, including the State of Maine Department of Professional and Financial Regulation Office of Securities, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the state of Maine office of securities that found Goldman Sachs to have violated 32 M.R.S.A. § 10313(1)(g) that proscribes the use of dishonest or unethical practices in the securities business and 32 M.R.S.A. §10313(1)(j) that requires brokerdealers to supervise reasonably the conduct of its employees and agents.
Aug 25, 2003
Regulatory Action: State of Idaho Department of Finance FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Aug 25, 2003 · Order · Docket 2003-7-21
Various state regulators, including the State of Idaho Department of Finance, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Idaho Department of Finance that has found Goldman Sachs to have violated Idaho code 30-1413(7) that proscribes the use of dishonest or unethical practices in the securities business and idapa 12.01.08.119(01) that requires broker-dealers to supervise adequately the conduct of its employees and agents.
Aug 25, 2003
Regulatory Action: Commonwealth of Kentucky Department of Financial Institutions FinalSanctions: Cease and Desist · Fine: $311,423 · Begun Apr 12, 2002 · Resolved Aug 25, 2003 · Other · Docket CRD #361
Various state regulators, including the Commonwealth of Kentucky Department of Financial Institutions, conducted an industry- wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Commonwealth of Kentucky Department of Financial Institutions that found Goldman Sachs to have violated KRS 292.330(13)(a)7 that proscribes the use of dishonest or unethical practices in the securities business and KRS 292.330(13)(a)9a that requires broker-dealers to supervise adequately the conduct of its employees and agents.
Aug 25, 2003
Regulatory Action: State of Washington/ Department of Financial Institutions/Securities Division FinalSanctions: Cease and Desist · Fine: $454,149 · Begun Apr 12, 2002 · Resolved Aug 25, 2003 · Other · Docket S-03-091-03-CO01
Various state regulators, including the State of Washington/ Department of Financial Institutions/Securities Division, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Washington/ Department of Financial Institutions/Securities Division that found Goldman Sachs to have violated RCW 21.29.119(1)(g) in which Goldman Sachs failed to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking.
Aug 21, 2003
Regulatory Action: State of New York/ Office of the Attorney General FinalSanctions: Cease and Desist · Fine: $1.5M · Begun Apr 12, 2002 · Resolved Aug 21, 2003 · Other · Docket FEDERAL REFERENCE # 3243
Various state regulators, including the State of New York/ Office of the Attorney General, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order (assurance of discontinuance) with the state of New York office of the attorney general relating to the violation of the martin act in connection with the company's research practices and shall comply, inter alia, with the provisions of exhibit 1 and exhibit 2, as attached with the consent order.
May 23, 2003
Regulatory Action: Alaska Department of Community & Economic Development, Division of Banking, Securities and Corporations FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved May 23, 2003 · Other · Docket 04-02 S
Various state regulators, including the Alaska department of community & economic development, division of banking, securities, and corporations, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Alaska department of community & economic development, division of banking, securities, and corporations that found Goldman Sachs to have violated Alaska code as 45.55.060 (a)(7) which proscribes the use of dishonest or unethical practices in the securities business and as 45.55.060 (b)(1) which states broker-dealers are required to supervise adequately the conduct of its employees and agents.
May 9, 2003
Regulatory Action: Montana State Auditor FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved May 9, 2003 · Other · Docket I 05-01-03-112
Various state regulators, including the office of the Montana State Auditor, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Montana State Auditor that found Goldman Sachs to have violated the SEC. act of Montana § 3010101 et seq., mca, and § 3010201(13)(g), mca, which proscribes the use of dishonest or unethical practices in the securities business; and §3010201(13)(k), mca which states brokerdealers are required to supervise adequately the conduct of its employees and agents.
Apr 24, 2003
Regulatory Action: National Association of Securities Dealers FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $50.0M · Begun Apr 29, 2002 · Resolved Apr 24, 2003 · Acceptance, Waiver & Consent(AWC) · Docket NASD CAF030024
The NYSE, the NASD and the SEC conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, ten investment banking firms announced that they had entered into global settlements with the SEC, the NYSE, the NASD, the New York attorney general and other states to resolve the investigations relating to equity research analyst conflicts of interest. Under the NYSE stipulation and consent and the NASD AWC, Goldman Sachs was charged with violating (I) NYSE rules 401 and 476 and NASD conduct rule 2110 by engaging in acts and practices during the period July 1, 1999 through June 30, 2001 that created and/or maintained inappropriate influence by investment banking over research analysts and therefore imposed conflicts of interest on its research analysts; (II) NYSE rule 472 and NASD conduct rule 2210 by publishing in certain instances research that was exaggerated, unwarranted or lacking in reasonable basis; and (III) NYSE rule 342 and NASD conduct rule 3010 by failing to establish and maintain adequate supervisory procedures over research analysts to prevent or manage conflicts of interest. As part of the settlements, Goldman Sachs was censured by the NYSE and the NASD and agreed to pay a total of $110,000,000 as outlined in response 12. Goldman Sachs also agreed to adopt a set of industry-wide reforms of its research and investment banking businesses designed to eliminate the conflicts of interest that were found to have existed and to adopt certain restrictions on the allocations of “hot” IPO shares to executives and directors of public companies.
Apr 24, 2003
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $50.0M · Begun Apr 29, 2002 · Resolved Apr 24, 2003 · Acceptance, Waiver & Consent(AWC) · Docket NASD CAF030024
The NYSE, the NASD and the SEC conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
On April 28, 2003, without admitting or denying liability, ten investment banking firms, including GS, entered into global settlements with the SEC, the NYSE, the NASD, the New York attorney general and other states to resolve the investigations relating to equity research analyst conflicts of interest. GS was charged with violating NYSE rules 342, 401, 472 and 476, and NASD conduct rules 2110, 2210 and 3010. GS also agreed to censure by the NYSE and the NASD and to pay a total of $110,000,000. GS also agreed to adopt a set of industry-wide reforms of its research and investment banking businesses and to adopt certain restrictions on the allocations of "hot" IPO shares. The terms of the global settlement were entered in an order by a federal court in the southern district of New York on October 31, 2003 (civil action number 03CV2944).
Apr 22, 2003
Regulatory Action: Utah Division of Securities of the Department of Commerce FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Apr 22, 2003 · Consent · Docket SD-02-0166
Various state regulators, including the Utah division of securities, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Utah division of securities that found Goldman Sachs to have violated Utah code 61-1-6(1)(g), which prohibits dishonest or unethical business practices, by failing to ensure that its research analysts were adequately insulated from pressures and influences from covered companies and investment banking, and Utah code 61-1-6(1)(j) by failing reasonably to supervise its employees to ensure that its analysts were adequately insulated from pressures and influences from covered companies and investment banking. Goldman Sachs also agreed to adopt a set of industry-wide reforms of its research and investment banking businesses designed to eliminate the conflicts of interest that were found to have existed. Goldman Sachs expects to enter into substantially similar settlement agreements with the remaining states and territories.
Apr 22, 2003
Regulatory Action: New York Stock Exchange FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $50.0M · Begun Apr 29, 2002 · Resolved Apr 22, 2003 · Stipulation and Consent · Docket HPD 03-65
The NYSE, the NASD and the SEC conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, ten investment banking firms announced that they had entered into global settlements with the SEC, the NYSE, the NASD, the New York attorney general and other states to resolve the investigations relating to equity research analyst conflicts of interest. Under the NYSE stipulation and consent and the NASD AWC, Goldman Sachs was charged with violating (I) NYSE rules 401 and 476 and NASD conduct rule 2110 by engaging in acts and practices during the period July 1, 1999 through June 30, 2001 that created and/or maintained inappropriate influence by investment banking over research analysts and therefore imposed conflicts of interest on its research analysts; (II) NYSE rule 472 and NASD conduct rule 2210 by publishing in certain instances research that was exaggerated, unwarranted or lacking in reasonable basis; and (III) NYSE rule 342 and NASD conduct rule 3010 by failing to establish and maintain adequate supervisory procedures over research analysts to prevent or manage conflicts of interest. As part of the settlements, Goldman Sachs was censured by the NYSE and the NASD and agreed to pay a total of $110,000,000 as outlined in response 12. Goldman Sachs also agreed to adopt a set of industry-wide reforms of its research and investment banking businesses designed to eliminate the conflicts of interest that were found to have existed and to adopt certain restrictions on the allocations of “hot” IPO shares to executives and directors of public companies.
Apr 22, 2003
Regulatory Action: The Securities Division of the Attorney General of the State of South Carolina FinalSanctions: Cease and Desist · Fine: $309,130 · Begun Apr 12, 2002 · Resolved Apr 22, 2003 · Other · Docket FILE NO. 03085
Various state regulators, including The Securities Division of the Attorney General of the State of South Carolina, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with The Securities Division of the Attorney General of the State of South Carolina that found Goldman Sachs to have failed to ensure that analysts who issued research were adequately insulated from pressures and influences from covered companies and investment banking under §351520(2)(b)(I) of the act.
Apr 22, 2003
Regulatory Action: New York Stock Exchange Division of Enforcement ("NYSE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $50.0M · Begun Apr 29, 2002 · Resolved Apr 22, 2003 · Acceptance, Waiver & Consent(AWC) · Docket HPD# 03-65
The NYSE, the NASD and the SEC conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
On April 28, 2003, without admitting or denying liability, ten investment banking firms, including GS, entered into global settlements with the SEC, the NYSE, the NASD, the New York attorney general and other states to resolve the investigations relating to equity research analyst conflicts of interest. GS was charged with violating NYSE rules 342, 401, 472 and 476, and NASD conduct rules 2110, 2210 and 3010. GS also agreed to censure by the NYSE and the NASD and to pay a total of $110,000,000. GS also agreed to adopt a set of industry-wide reforms of its research and investment banking businesses and to adopt certain restrictions on the allocations of "hot" IPO shares. The terms of the global settlement were entered in an order by a federal court in the southern district of New York on October 31, 2003 (civil action number 03CV2944).
Apr 22, 2003
Regulatory Action: State of Utah Division of Securities of the Department of Commerce. FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Apr 22, 2003 · Other · Docket SD-02-0166
Various state regulators, including the Utah division of securities, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, GS entered into a consent order with the Utah division of securities that found GS to have violated Utah code §6116(1)(g), which prohibits dishonest or unethical business practices, by failing to ensure that its research analysts were adequately insulated from pressures and influences from covered companies and investment banking, and Utah code § 6116(1)(j) by failing reasonably to supervise its employees to ensure that its analysts were adequately insulated from pressures and influences from covered companies and investment banking. GS also agreed to adopt a set of industry-wide reforms of its research and investment banking businesses. GS has reached similar settlement agreements with many other U.S. states and territories.
Jan 30, 2003
Regulatory Action: State of Iowa Securities Bureau FinalSanctions: Cease and Desist · Fine: $250,000 · Begun Apr 12, 2002 · Resolved Jan 30, 2003 · Other · Docket C04-12-429
Various state regulators, including the State of Iowa Securities Bureau, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the Iowa securities bureau that found Goldman Sachs to have violated section 502.304(1)(g), code of Iowa (2003) that proscribes the use of dishonest or unethical practices in the securities business and section 502.304(1)(j), code of Iowa (2003) that requires broker-dealers to supervise adequately the conduct of its employees and agents.
Jan 10, 2003
Regulatory Action: Chicago Board of Trade ("CBOT") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $15,000 · Begun Aug 19, 2002 · Resolved Jan 10, 2003 · Settled · Docket 02-MSI-21
Goldman, Sachs & co. allegedly violated CBOT regulations 444.03 and 545.02 on a single occasion by netting down US Treasury bond futures and to accurately report to the CBOT. Without admitting or denying the allegations, Goldman Sachs paid a fine of $15,000.00.
On 01/10/2003, Goldman Sachs sent a check in the amount of $15,000.00 to the CBOT.
Jan 10, 2003
Regulatory Action: Chicago Board of Trade ("CBOT") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $15,000 · Begun Aug 19, 2002 · Resolved Jan 10, 2003 · Settled · Docket 02-MSI-21
Goldman, Sachs & co.("GS")allegedly violated CBOT regulations 444.03 and 545.02 on a single occasion by netting down U.S. Treasury bond futures and to accurately report to the CBOT. Without admitting or denying the allegations, GS paid a fine of $15,000.00.
On 01/10/2003, GS sent a check in the amount of $15,000.00 to the CBOT.
Dec 13, 2002
Regulatory Action: New York Stock Exchange ("NYSE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Goldman Sachs consented to censure by the SEC NYSE and NASD and to the imposition of a cease and desist order by the SEC. · Fine: $550,000 · Begun Nov 11, 2002 · Resolved Dec 13, 2002 · Stipulation and Consent · Docket EXCHANGE HEARING PANEL DECISION 02-223
In November 2002, the SEC, NASD and NYSE alleged that five broker dealers including Goldman Sachs violated section 17(a) of the Exchange Act and rule 17A-4 hereunder, NYSE rules 440 and 342 and NASD rules 3010 and 3110 by allegedly failing to preserve e- mail communications for 3 years and/or to preserve e-mail communications for the first 2 years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of e-mail communications.
Without admitting or denying the allegations, 5 broker-dealers including Goldman Sachs consented to censure by the SEC, NASD and NYSE and to the imposition of a cease and desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its procedures regarding the preservation of e-mail communications for compliance with the federal securities laws and regulations and rules of the NASD and NYSE and to confirm within a specified period of time that it has established systems and procedures reasonably designed to achieve compliance with those laws, regulations and rules.
Dec 13, 2002
Regulatory Action: New York Stock Exchange ("NYSE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Goldman, Sachs & co.consented to censure by the SEC, NYSE and NASD and to the imposition of a cease-and-desist order by the SEC. · Fine: $550,000 · Begun Nov 11, 2002 · Resolved Dec 13, 2002 · Stipulation and Consent · Docket EXCH HEARING PANEL DECISION 02-223
In November 2002, the Securities and Exchange Commission ("SEC"), the national association of securities dealers ("NASD") and the New York Stock Exchange, inc. ("NYSE") alleged that five broker dealers, including Goldman Sachs violated section 17(a) of the Exchange Act and rule 17A-4 thereunder, NYSE rules 440 and 342 and NASD rules 3010 and 3110 by allegedly failing to preserve electronic mail communications for three years and/or to preserve electronic mail communications for the first two years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of electronic mail communications.
Without admitting or denying the allegations, five broker dealers, including Goldman Sachs, consented to censure by the SEC, NASD and NYSE and to the imposition of a cease-and-desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its systems and procedures regarding the preservation of electronic mail communications for compliance with the federal securities laws and regulations and the rules of the NASD and NYSE, and to confirm within a specified period of time that it has established procedures reasonably designed to achieve compliance with those laws, regulations and rules.
Dec 3, 2002
Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Goldman Sachs consented to censure by the SEC NYSE and NASD and to the imposition of a cease and desist order by the SEC. · Fine: $550,000 · Begun Nov 11, 2002 · Resolved Dec 3, 2002 · Order · Docket SEC ADM. PROCEEDING FILE NO. 3-10957
In November 2002, the SEC, NASD and NYSE alleged that five broker dealers including Goldman Sachs violated section 17(a) of the Exchange Act and rule 17A-4 hereunder, NYSE rules 440 and 342 and NASD rules 3010 and 3110 by allegedly failing to preserve e- mail communications for 3 years and/or to preserve e-mail communications for the first 2 years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of e-mail communications.
Without admitting or denying the allegations, 5 broker-dealers including Goldman Sachs consented to censure by the SEC, NASD and NYSE and to the imposition of a cease and desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its procedures regarding the preservation of e-mail communications for compliance with the federal securities laws and regulations and rules of the NASD and NYSE and to confirm within a specified period of time that it has established systems and procedures reasonably designed to achieve compliance with those laws, regulations and rules.
Dec 3, 2002
Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Goldman, Sachs & co.consented to censure by the SEC, NYSE and NASD and to the imposition of a cease-and-desist order by the SEC. · Fine: $550,000 · Begun Nov 11, 2002 · Resolved Dec 3, 2002 · Order · Docket SEC ADM. PROCEEDING FILE NO. 3-10957
In November 2002, the Securities and Exchange Commission ("SEC"), the national association of securities dealers ("NASD") and the New York Stock Exchange, inc. ("NYSE") alleged that five broker dealers,including Goldman Sachs, violated section 17(a) of the Exchange Act and rule 17A-4 thereunder, NYSE rules 440 and 342 and NASD rules 3010 and 3110 by allegedly failing to preserve electronic mail communications for three years and/or to preserve electronic mail communications for the first two years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of electronic mail communications.
Without admitting or denying the allegations, five broker dealers, including Goldman Sachs, consented to censure by the SEC, NASD and NYSE and to the imposition of a cease-and-desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its procedures regarding the preservation of electronic mail communications for compliance with the federal securities laws and regulations and the rules of the NASD and NYSE, and to confirm within a specified period of time that it has established systems & procedures reasonably designed to achieve compliance with those laws, regulations and rules.
Dec 3, 2002
Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Goldman, Sachs & co.consented to censure by the SEC, NYSE and NASD and to the imposition of a cease-and-desist order by the SEC. · Fine: $550,000 · Begun Nov 11, 2002 · Resolved Dec 3, 2002 · Order · Docket SEC ADM. PROCEEDING FILE NO. 3-10957
In November 2002, the Securities and Exchange Commission ("SEC"), the national association of securities dealers ("NASD") and the New York Stock Exchange, inc. ("NYSE") alleged that five broker dealers, including Goldman Sachs, violated section 17(a) of the Exchange Act and rule 17A-4 thereunder, NYSE rules 440 and 342 and NASD rules 3010 and 3110 by allegedly failing to preserve electronic mail communications for three years and/or to preserve electronic mail communications for the first two years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of electronic mail communications.
Without admitting or denying the allegations, five broker dealers, including Goldman Sachs, consented to censure by the SEC, NASD and NYSE and to the imposition of a cease-and-desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its procedures regarding the preservation of electronic mail communications for compliance with the federal securities laws and regulations and the rules of the NASD and NYSE, and to confirm within a specified period of time that it has established systems & procedures reasonably designed to achieve compliance with those laws, regulations and rules.
Nov 22, 2002
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Goldman Sachs consented to censure by the SEC NYSE and NASD and to the imposition of a cease and desist order by the SEC. · Fine: $550,000 · Begun Nov 11, 2002 · Resolved Nov 22, 2002 · Acceptance, Waiver & Consent(AWC) · Docket AWC NO. CAF020064
In November 2002, the SEC, NASD and NYSE alleged that five broker dealers including Goldman Sachs violated section 17(a) of the Exchange Act and rule 17A-4 hereunder, NYSE rules 440 and 342 and NASD rules 3010 and 3110 by allegedly failing to preserve e- mail communications for 3 years and/or to preserve e-mail communications for the first 2 years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of e-mail communications.
Without admitting or denying the allegations, 5 broker-dealers including Goldman Sachs consented to censure by the SEC, NASD and NYSE and to the imposition of a cease and desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its procedures regarding the preservation of e-mail communications for compliance with the federal securities laws and regulations and rules of the NASD and NYSE and to confirm within a specified period of time that it has established systems and procedures reasonably designed to achieve compliance with those laws, regulations and rules.
Nov 22, 2002
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Goldman, Sachs & co.consented to censure by the SEC, NYSE and NASD and to the imposition of a cease-and-desist order by the SEC. · Fine: $550,000 · Begun Nov 11, 2002 · Resolved Nov 22, 2002 · Acceptance, Waiver & Consent(AWC) · Docket AWC NO. CAF020064
In November 2002, the Securities and Exchange Commission ("SEC"), the National Association of Securities Dealers ("NASD") and the New York Stock Exchange, inc. ("NYSE") alleged that five broker dealers, including Goldman, Sachs & co.("Goldman Sachs"), violated section 17(a) of the Exchange Act and rule 17A-4 thereunder, NYSE rules 440 and 342 and NASD rules 3010 and 3110 by allegedly failing to preserve electronic mail communications for three years and/or to preserve electronic mail communications for the first two years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of electronic mail communications.
Without admitting or denying the allegations, five broker dealers,incluing Goldman Sachs, consented to censure by the SEC, NASD and NYSE and to the imposition of a cease-and-desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its procedures regarding the preservation of electronic mail communications for compliance with the federal securities laws and regulations and the rules of the NASD and NYSE, and to confirm within a specified period of time that it has established systems& procedures reasonably designed to achieve compliance with those laws, regulations and rules.
Nov 22, 2002
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Goldman, Sachs & co.consented to censure by the SEC, NYSE and NASD and to the imposition of a cease-and-desist order by the SEC. · Fine: $550,000 · Begun Nov 11, 2002 · Resolved Nov 22, 2002 · Acceptance, Waiver & Consent(AWC) · Docket AWC NO. CAF020064
In November 2002, the Securities and Exchange Commission ("SEC"), the National Association of Securities Dealers ("NASD") and the New York Stock Exchange, inc. ("NYSE") alleged that five broker dealers, including Goldman, Sachs & co.("Goldman Sachs"), violated section 17(a) of the Exchange Act and rule 17A-4 thereunder, NYSE rules 440 and 342 and NASD rules 3010 and 3110 by allegedly failing to preserve electronic mail communications for three years and/or to preserve electronic mail communications for the first two years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of electronic mail communications.
Without admitting or denying the allegations, five broker dealers,including Goldman Sachs, consented to censure by the SEC, NASD and NYSE and to the imposition of a cease-and-desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its procedures regarding the preservation of electronic mail communications for compliance with the federal securities laws and regulations and the rules of the NASD and NYSE, and to confirm within a specified period of time that it has established systems& procedures reasonably designed to achieve compliance with those laws, regulations and rules.
Oct 23, 2002
Regulatory Action: NASD (now FINRA) FinalSanctions: Censure; $20,000.00 fine · Fine: $20,000 · Begun Sep 12, 2002 · Resolved Oct 23, 2002 · Acceptance, Waiver & Consent(AWC) · Docket CMS020229
Goldman, Sachs & co. allegedly violated NASD conduct rule 3360 by failing to report fully its short interest position in certain securities for certain periods. Without admitting or denying the allegations, Goldman Sachs agreed to a censure and a $20,000.00 fine.
AWC was accepted by the NASD on 10/23/02.
Oct 23, 2002
Regulatory Action: NASD (now FINRA) FinalSanctions: Censure; $20,000.00 fine · Fine: $20,000 · Begun Sep 12, 2002 · Resolved Oct 23, 2002 · Acceptance, Waiver & Consent(AWC) · Docket CMS020229
Goldman, Sachs & co. allegedly violated NASD conduct rule 3360 by failing to report fully its short interest position in certain securities for certain periods. Without admitting or denying the allegations, Goldman Sachs agreed to a censure and a $20,000.00 fine.
AWC was accepted by the NASD on 10/23/02.
Aug 24, 2002
Regulatory Action: NASD (now FINRA) FinalSanctions: Censure; A fine of $7,500.00 and restitution by respondent to investors in the total amount of $1,056.00 plus interest from the date of the · Fine: $7,500 · Begun Jun 25, 2002 · Resolved Aug 24, 2002 · Acceptance, Waiver & Consent(AWC) · Docket CMS020150 AWC
Goldman, Sachs & co. ("GS") allegedly violated NASD rules 2110, 2320, 6130(d) and SEC rule 11AC1-4. GS allegedly failed to execute orders promptly, to use reasonable diligence to ascertain best inter-dealer market for most favorable customer price, report correct transaction symbols and to immediately display customer limit orders in its public quotation. Without admitting or denying allegations, GS consented to the entry of findings.
On June 25, 2002, without admitting or denying, Goldman, Sachs & co. submitted an AWC to the NASD and later paid a fine of $7,500 and restitution to investors in the total amount of $1,056.00 plus interest for alleged violations of NASD rules 2110, 2320, 6130(d) and SEC rule 11AC1-4. The AWC was accepted by the NASD on August 24, 2002.
Aug 24, 2002
Regulatory Action: NASD (now FINRA) FinalSanctions: Censure; A fine of $7,500.00 and restitution by respondent to investors in the total amount of $1,056.00 plus interest from the date of the · Fine: $7,500 · Begun Jun 25, 2002 · Resolved Aug 24, 2002 · Acceptance, Waiver & Consent(AWC) · Docket CMS020150 AWC
Goldman, Sachs & co.("GS") allegedly violated NASD rules 2110, 2320, 6130(d)and SEC rule 11AC1-4, respectively, in connection with a discreet number of transactions by allegedly failing to execute orders promptly, to use reasonable diligence to ascertain best inter-dealer market for most favorable customer price, report correct transaction symbols and to immediately display customer limit orders in its public quotation. Without admitting or denying the allegations, GS consented to the entry of findings.
Jul 23, 2002
Regulatory Action: NASD (now FINRA) FinalSanctions: Censure; Fine of $17,500.00 · Fine: $17,500 · Begun May 23, 2002 · Resolved Jul 23, 2002 · Acceptance, Waiver & Consent(AWC) · Docket CMS020112 AWC
Goldman, Sachs & co. ("GS") allegedly violated NASD rule 4613(e). GS, a market maker, allegedly failed to make reasonable efforts to avoid a locked or crossed market. Without admitting or denying the allegations, GS consented to the entry of findings.
On May 23, 2002, without admitting or denying, Goldman, Sachs & co. submitted an AWC to the NASD and later paid a fine of $17,500 for alleged violations of NASD rule 4613(e). The AWC was accepted by the NASD on July 23, 2002.
Jun 28, 2002
Regulatory Action: NASD (now FINRA) FinalSanctions: Censure; Fine of $17500.00 · Fine: $17,500 · Begun May 23, 2002 · Resolved Jun 28, 2002 · Acceptance, Waiver & Consent(AWC) · Docket CMS020112 AWC
Goldman, Sachs & co.("GS")allegedly violated NASD rule 4613(e) by allegedly failing to make reasonable efforts to avoid a locked or crossed market on certain occasions. Without admitting or denying the allegations, GS consented to the entry of findings.
Apr 12, 2002
Regulatory Action: State of Indiana Securities Division FinalSanctions: Cease and Desist · Fine: $468,508 · Begun Apr 12, 2002 · Other · Docket 03-0064 CO
Various state regulators, including the State of Indiana Securities Division, conducted an industry-wide, joint investigation into conflicts of interest between equity research analysts and investment banking.
Without admitting or denying liability, Goldman Sachs entered into a consent order with the State of Indiana Securities Division, that found Goldman Sachs to have violated ind. Code § 232111(a)(6); 710 ind. Admin. Code 1171(w) that proscribes the use of dishonest or unethical practices in the securities business and ind. Code § 232111(a)(14); 710 ind. Admin. Code 1171(v) that requires broker-dealers to supervise adequately the conduct of its employees and agents.
Jun 7, 2001
Regulatory Action: Chicago Board of Options Exchange, Inc. ("CBOE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,758 · Begun May 9, 2001 · Resolved Jun 7, 2001 · Settled · Docket N/A
CBOE charged that GS violated rule 4.11, position limits.
Jan 23, 2001
Regulatory Action: Chicago Board of Options Exchange, Inc ("CBOE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure and $15,000.00 fine. · Fine: $15,000 · Begun Mar 11, 1999 · Resolved Jan 23, 2001 · Decision & Order of Offer of Settlement · Docket FILE NO. 00-0026
Allegations of violations of CBOE rule 4.1 (just and equitable principles of trade) and rules 6.43, 6.74(b)(III), 6.9(d) and regulatory circular RG97-113, having to do with conduct on the floor rules, in connection with a series of trades on one business day.
Matter settled without admitting or denying the violations attended.
Oct 10, 2000
Regulatory Action: National Association of Securities Dealers Regulation, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $13,000 · Begun Jul 24, 2000 · Resolved Oct 10, 2000 · Acceptance, Waiver & Consent(AWC) · Docket N/A
Nasdr alleged that GS&co. violated NASD marketplace rule 4613(e) - locked and crossed - during the periods of June 1, 1997 through dec. 31, 1997 and July 1, 1999 through sept. 30, 1999.
Oct 10, 2000
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $13,000 · Begun Jul 14, 2000 · Resolved Oct 10, 2000 · Acceptance, Waiver & Consent(AWC) · Docket CMS000202 AWC
Alleged failure by GS as a market maker to make reasonable efforts to avoid a locked or crossed market by executing transactions with all market makers whose quotations would be locked or crossed, entered a bid or asked quotation which caused a locked or crosssed market condition to occur.
On July 14, 2000, GS consented to a censure and fine of $13,000 by signing a letter of acceptance, waiver and consent which was accepted on October 10, 2000.
Jun 14, 2000
Regulatory Action: Chicago Board of Options Exchange, Inc. ("CBOE") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Apr 17, 2000 · Resolved Jun 14, 2000 · Settled · Docket 00-0015
CBOE charged that GS allegedly violated exchange rule 4.1 by entering an order prior to disclosing the terms and conditions of the original order to the relevant trading crowd, as required by exchange rule 6.9(e)
Apr 17, 2000
Regulatory Action: Bus. Conduct Com. of the Chicago Board of Options Exchange, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Apr 17, 2000 · Resolved Apr 17, 2000 · Settled · Docket N/A
CBOE charged that GS&co. allegedly violated exchange rule 4.1 by entering an order prior to disclosing the terms and conditions of the original order to the relevant trading crowd, as required by exchange rule 6.9(e).
Apr 6, 2000
Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5.2M · Begun Feb 1, 2000 · Resolved Apr 6, 2000 · Other · Docket 95 CIV. 1363 (S.D.N..)(BSJ)
This regulatory action was in connection with an industry-wide investigation by the SEC relating to the pricing of government securities in advance refunding transactions. Goldman, Sachs & co. was found to have violated sections 17(a)(2) and (3) of the Securities Act of 1933 in connection with pricing of government securities and was required to cease and desist from violating such provisions.
Goldman, Sachs & co. was ordered to make payments totaling approximately $5.1 million to the U.S. Treasury and $104,000 to two municipalities - payment was made in April 2000. Under the settlement, the lawsuit was dismissed with prejudice, and the Internal Revenue Service agreed not to challenge the tax-free nature of the refundings by virtue of the pricing of such securities.
Apr 6, 2000
Regulatory Action: SEC FinalSanctions: Cease and Desist; In connection with the global settlement of an industry-wide investigation relating to the pricing of government securities in · Fine: $5.2M · Begun Apr 6, 2000 · Resolved Apr 6, 2000 · Order · Docket RELS. NO. 33-7832,34-42636 FILE#3-10178
As part of an industry-wide investigation relating to the pricing of government securities in advanced refunding transactions, GS joined in a global settlement pursuant to which GS, without admitting or denying the findings, consented to an SEC administrative order which found, inter alia, that GS violated sections 17(a)(2)and(3)of the Securities Exchange Act of 1933.
On April 6, 2000, GS joined in a global settlement resolving (I) an industry-wide investigation by the SEC relating to the pricing of government securities in advance refunding transactions, and (II) a related qui tam lawsuit purportedly brought on behalf of the U.S. entitled United States ex rel. Lissack v. Goldman, Sachs & co., et al., 95 civ. 1363 (S.D.N.Y.)(BSJ).
Feb 14, 2000
Regulatory Action: National Association of Securities Dealers Regulation, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $17,500 · Begun Jul 28, 1999 · Resolved Feb 14, 2000 · Acceptance, Waiver & Consent(AWC) · Docket N/A
Nasdr alleged that GS&co. violated NASD marketplace rule 6620 and NASD conduct rules 2110 and 3010. The nasdr alleged that GS&co. untimely filed certain transactions in OTC equity securities on forms t with the NASD. The NASD also alleged that GS&co. failed to establish, maintain and enforce written supervisory procedures reasonably designed to achieve compliance with the applicable rules of the NASD relating to the reporting of transactions via form t.
On 7/28/99, nasdr alleged that GS&co. violated NASD marketplace rule 6620 and NASD conduct rules 2110 and 3010. The nasdr alleged that GS&co. untimely filed certain transactions in OTC equity securities on forms t with the NASD. The NASD also alleged that GS&co. failed to establish written procedures to achieve compliance with the applicable rules of the NASD relating to the reporting of transactions via form t. GS&co. consented to a censure and a $17,500 fine by signing an AWC on 7/28/99 - AWC was accepted on 2/14/2000.
Feb 14, 2000
Regulatory Action: NASD (now FINRA) FinalSanctions: Censure; GS agreed to pay a $17,500.00 fine. · Fine: $17,500 · Begun Jul 28, 1999 · Resolved Feb 14, 2000 · Acceptance, Waiver & Consent(AWC) · Docket CMS000016
The NASD alleged that GS violated NASD marketplace rule 6620 and NASD conduct rules 2110 and 3010. The NASD alleged that GS untimely filed certain transactions in OTC equity securities on forms t with the NASD and GS failed to establish, maintain and enforce written supervisory procedures.
Jan 24, 2000
Regulatory Action: National Association of Securities Dealers Regulation, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Sep 15, 1999 · Resolved Jan 24, 2000 · Acceptance, Waiver & Consent(AWC) · Docket N/A
Nasdr alleged that GS&co. violated NASD conduct rule 3360. The nasdr alleged that GS&co. failed to report its short interest position in one security.
On sept. 15, 1999, nasdr alleged that GS&co. violated NASD conduct rule 3360. The nasdr alleged that GS&co. failed to report its short interest position in one security. Without admitting or denying any violations, GS&co. consented to a $1,000 fine by signing a letter of AWC on sept. 15, 1999. The AWC was accepted on dec. 16, 1999.
Jan 24, 2000
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Sep 15, 1999 · Resolved Jan 24, 2000 · Acceptance, Waiver & Consent(AWC) · Docket CMS990177
Nasdr fined GS for alleged violations of NASD conduct rule 3360. GS allegedly failed to report its short interest position in one security.
Dec 16, 1999
Regulatory Action: National Association of Securities Dealers Regulation, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Nov 8, 1999 · Resolved Dec 16, 1999 · Acceptance, Waiver & Consent(AWC) · Docket N/A
Nasdr alleged that GS&co violated municipal securities rulemaking board ("MSRB") rules G-12 and G-14. The nasdr alleged that GS&co. failed to provide accurate and/or timely information regarding municipal securities trades to the national securities clearing corporation ("NSCC").
On nov. 8, 1999, nasdr alleged that GS&co violated municipal securities rulemaking board ("MSRB") rules G-12 and G-14. The nasdr alleged that GS&co. failed to provide accurate and/or timely information regarding municipal securities trades to the national securities clearing corporation ("NSCC"). Without admitting or denying any violations, GS&co. consented to a $1,000 fine by signing an AWC. The AWC was accepted on dec. 16, 1999.
Dec 16, 1999
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Nov 8, 1999 · Resolved Dec 16, 1999 · Acceptance, Waiver & Consent(AWC) · Docket CAF990036
GS allegedly violated municipal securities rulemaking board rules G-12 and G-14. The nasdr alleged that GS failed to provide accurate and/or timely information regarding municipal securities trades to the national securities clearing corporation.
Apr 1, 1998
Regulatory Action: National Association of Securities Dealers Regulation, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $6,250 · Begun Apr 1, 1998 · Resolved Apr 1, 1998 · Acceptance, Waiver & Consent(AWC) · Docket N/A
G g y (y p p p ) nasdr alleged that GS&co. violated rule 11AC1-1(c) of the securities and Exchange Act of 1934, NASD marketplace rule 4613(b) and NASD conduct rules 2110 and 3320. The nasdr alleged that GS&co. failed to execute certain orders at GS&co.'s published bid or offer.
On April 1, 1998, nasdr censured and fined GS&co. for alleged violations of rule 11AC1-1(c) of the securities and Exchange Act of 1934, NASD marketplace rule 4613(b) and NASD conduct rules 2110 and 3320. The nasdr alleged that GS&co. failed to execute certain orders at GS&co.'s published bid or offer. Without admitting or denying any violations, GS&co. consented to a censure and $6,250 fine by signing a letter of acceptanc, waiver and consent on April 1, 1998. The AWC was accepted on April 1, 1998.
Apr 1, 1998
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $6,250 · Begun Jul 3, 1997 · Resolved Apr 1, 1998 · Settled · Docket CMS 970010
Nasdr alleged that GS violated rule 11AC1-1(c) of the securities and Exchange Act of 1934, NASD marketplace rule 4613(b) and NASD conduct rules 2110 and 3320. The nasdr alleged that GS failed to execute certain orders at GS published bid or offer.
Without admitting or denying the allegations, GS agreed to a censure and a $6,250.00 fine.
Dec 15, 1997
Regulatory Action: National Association of Securities Dealers Regulation FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $25,000 · Resolved Dec 15, 1997 · Acceptance, Waiver & Consent(AWC) · Docket N/A
Nasdr alleged that GS&co. violated municipal securities rulemaking board rule G-36 by failing to timely submit official statements and/or other documents to the MSRB as required from approximately sept. 1995 through sept. 1996.
On dec. 3, 1997, the nasdr censured and fined numerous municipal securities dealers for alleged violations of municipal securities rulemaking board rule G-36 by failing to timely submit official statements and/or other documents to the MSRB as required from approximately sept. 1995 through sept. 1996. Without admitting or denying any violations, GS&co. consented to a censure and a $25,000 fine by signing a letter of acceptance, waiver and consent on dec. 3, 1997. The AWC was accepted on dec. 15, 1997.
Dec 15, 1997
Regulatory Action: NASD (now FINRA) FinalSanctions: Censure · Fine: $25,000 · Begun Nov 15, 1997 · Resolved Dec 15, 1997 · Settled · Docket C10970188
Goldman, Sachs & co. and numerous other municipal dealers allegedly violated municipal securities rulemaking board ("MSRB") rule G-36 by failing to submit required advanced refunding documentation to the MSRB and failing to timely submit official statements and/or other documents to the MSRB during the approximate period 9/95-9/96.
Without admitting or denying any violations, Goldman, Sachs & co. consented to a $25,000.00 fine and a censure.
Oct 7, 1997
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,000 · Begun Sep 11, 1997 · Resolved Oct 7, 1997 · Acceptance, Waiver & Consent(AWC) · Docket CMS970031 AWC
NASD alleged that Goldman, Sachs & co. ("GS") violated NASD conduct rule 2110 and IM-2110-2 and SEC rule 10b - 10(a)(2).
Without admitting or denying allegations, GS signed the AWC and paid a fine of $2000.00.
Jun 19, 1997
Regulatory Action: Massachusetts State Ethics CommissionSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $3,500 · Begun Apr 15, 1997 · Resolved Jun 19, 1997 · Other · Docket N/A
Massachusetts State Ethics Commission alleged that certain gifts and entertainment by Goldman, Sachs & co. personnel violated the state's conflict of interest law, G.L. C. 268a, 3 (a) - the commission found no evidence that the modest amounts involved were intended to influence any acts by the officials in question. 8 Cu e t Status e d g o ppea a
On June 19, 1997, the Massachusetts State Ethics Commission and Goldman, Sachs & co. ("GS") entered into a dispostion agreement with respect to the commission's allegations that certain gifts and entertainment by GS personnel violated the state's conflict of interest law, G.L. C. 268a, 3 (a). The commission assessed a fine of $3,500.00, although the commission expressly found no evidence that the modest amounts involved were intended to influence any acts by the officials in question.
Jun 13, 1997
Regulatory Action: National Association of Securities Dealers Regulation, Inc. FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $4,000 · Begun Jul 30, 1996 · Resolved Jun 13, 1997 · Acceptance, Waiver & Consent(AWC) · Docket N/A
Nasdr alleged that Goldman, Sachs & co. violated NASD marketplace rule 4613(d). The nasdr alleged that GS & co. entered quotations into the Nasdaq system that exceeded the maximum allowable spreads.
On July 30, 1996, the nasdr fined Goldman, Sachs & co. for alleged violations of NASD marketplace rule 4613(d). The nasdr alleged that GS & co. entered quotations into the Nasdaq system that exceeded the maximum allowable spreads. Without admitting or denying any violations, Goldman, Sachs & co. consented to a $4,000 fine by signing a letter of acceptance, waiver and consent on August 19, 1996. The AWC was accepted on June 13, 1997.
Jun 11, 1997
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Apr 23, 1997 · Resolved Jun 11, 1997 · Acceptance, Waiver & Consent(AWC) · Docket CMS960195 AWC
NASD alleged that Goldman, Sachs & co. ("GS") violated SEC rule 10B-6A
Without admitting or denying allegations, GS signed the AWC and paid a fine of $1000.00.
Apr 23, 1997
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,000 · Begun Apr 23, 1997 · Resolved Apr 23, 1997 · Acceptance, Waiver & Consent(AWC) · Docket CMS960204 AWC
NASD alleged that Goldman, Sachs & co. ("GS") violated marketplace rule 4613(e).
Without admitting or denying allegations, GS signed the AWC and paid a fine of $2000.00.
Sep 12, 1996
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Aug 5, 1996 · Resolved Sep 12, 1996 · Consent · Docket N/A
NASD alleged that GS&co. violated marketplace rule 6240 and conduct rule no. 2110 by failing to report certain fips transactions during the period 5/1/95 - 4/18/96 and failing to report in a timely manner certain transactions during the time period 6/15/95 - 7/19/95.
Aug 12, 1996
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Jul 15, 1996 · Resolved Aug 12, 1996 · Acceptance, Waiver & Consent(AWC) · Docket CMS960029AWC
NASD alleged that Goldman, Sachs & co. ("GS") violated article III, section 1 and 42 of the NASD rules of fair practice.
Without admitting or denying the allegations, GS signed the AWC and paid a fine of $ 1,000.
Jul 31, 1996
Regulatory Action: The Chicago Board of Trade ("CBT") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Jun 17, 1996 · Resolved Jul 31, 1996 · Settled · Docket FILE NO. 95-EX-24
CBT alleged that Goldman, Sachs & co. violated CBT rules and regulations with respect to segregated and secured accounts maintained with third party banks for the custody of customer futures margin.
Without admitting or denying any violations, Goldman, Sachs & co. consented to pay a $10,000.00 fine.
Jul 17, 1996
Regulatory Action: Chicago Board of Trade ("CBT") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Jun 13, 1996 · Resolved Jul 17, 1996 · Consent · Docket FILE NO. 95-EX-24
CBT alleged that Goldman, Sachs & co. violated CBT rules and regulations with respect to segregated and secured accounts maintained with third party banks for the custody of customer futures margin.
On July 17, 1996, Goldman, Sachs & co. consented to pay the CBT a $10,000 fine for the alleged violation of CBT rules and regulations with respect to segregated and secured accounts maintained with third party banks for the custody of customer futures margin.
Apr 19, 1996
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Mar 15, 1996 · Resolved Apr 19, 1996 · Acceptance, Waiver & Consent(AWC) · Docket CMS950125 AWC
NASD alleged that Goldman, Sachs & co. ("GS") violated article III, section 1 of the NASD rules of fair practice.
Without admitting or denying allegations, GS signed the AWC and paid a fine of $1000.00.
Oct 31, 1995
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Sep 25, 1995 · Resolved Oct 31, 1995 · Acceptance, Waiver & Consent(AWC) · Docket CMS940130AWC
NASD alleged that Goldman, Sachs & co. ("GS") violated rule 11 AC1-1(c) of the Securities Exchange Act of 1934, part v, section 2(b) of schedule d and article III, sections 1 and 6 of NASD rules.
Without admitting or denying allegations, GS signed the AWC and paid a fine of $1000.00.
Sep 25, 1995
Regulatory Action: NASD (now FINRA) FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Jun 1, 1995 · Resolved Sep 25, 1995 · Acceptance, Waiver & Consent(AWC) · Docket N/A
NASD alleged that Goldman, Sachs & co. violated rule 11AC1-1(c) of the Securities Exchange Act of 1934, part v, section 2(b) of schedule d to the NASD by-laws and artcle III, section 1 and 6 of the NASD's rules of fair practice.
On June 1, 1995, without admitting or denying, Goldman, Sachs & co. submitted a letter of acceptance, waiver and consent to the NASD and later paid a fine of $2,500 for alleged violations of rule 11AC1-1(c) of the Securities Exchange Act of 1934, part v, section 2(b) of schedule d to the NASD by-laws and artcle III, section 1 and 6 of the NASD's rules of fair practice, on June 9, 1994 (CMS950026 AWC). The AWC was accepted by the NASD on sept. 25, 1995.

Actions about affiliates (92)

May 4, 2026
Regulatory Action: Swedish Financial Supervisory Authority (Finansinspektionen - Sfsa) FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $162,600 · Begun May 9, 2025 · Resolved May 4, 2026 · Decision · Docket 25-14288
Effective as of May 4, 2026, sweden's finansinspektionen (the "sfsa") issued a penalty, equivalent to approximately US$162,600.00, against The Goldman Sachs Group, inc. ("GS group") based on a finding that, during the period between March 20, 2024 and April 9, 2025, GS group failed to timely report changes in certain shareholdings held in proprietary accounts of one or more of its subsidiaries within the statutory time limits required under the Swedish financial instruments trading act.
A penalty of sek 1,500,000 (approximately US$162,600) was imposed by sfsa, which was paid by GS group on May 29, 2026.
Oct 23, 2024
Regulatory Action: Consumer Financial Protection Bureau FinalAbout an affiliate: Goldman Sachs Bank USASanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $45.0M · Begun Oct 23, 2024 · Resolved Oct 23, 2024 · Consent · Docket 2024-CFPB-0011
On October 23, 2024, Goldman Sachs Bank USA ("GS bank") entered into a consent order (the "order") with the Consumer Financial Protection Bureau ("CFPB") related to the administration of the apple card between 2019 and 2021. Specifically, the CFPB conducted an investigation of GS bank's handling of disputes and its offering of the interest-free purchase promotion known as apple card monthly installments ("ACMI"). In the order, the CFPB alleged that between December 2019 and approximately July 2020, GS bank made misleading representations about ACMI enrollment and, between December 2019 and approximately May 2021, misrepresented how refunds to consumers' ACMI and non-ACMI balances would be applied. In addition, the CFPB alleged that GS bank's handling of credit card transaction disputes between product launch in August 2019 and approximately December 2021 violated the truth in lending act and its implementing regulation z, and also involved unfair practices under the Consumer financial protection act of 2010.
Without admitting or denying the allegations in the order, GS bank stipulated to the entry of the order and agreed to pay a $45 million civil money penalty to the CFPB, $19.8 million in redress to consumers with credit given for restitution GS bank already provided to affected consumers, to refrain from violating relevant statues and regulations, and to take certain other remedial measures, including creating and implementing a comprehensive compliance plan designed to ensure compliance with applicable laws.
Sep 25, 2024
Regulatory Action: SEC FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Cease and Desist · Fine: $300,000 · Begun Sep 25, 2024 · Resolved Sep 25, 2024 · Order · Docket 3-22185
On September 25, 2024, The Goldman Sachs Group, inc. ("GS group") entered into an order instituting cease-and-desist proceedings with the U.S. Securities and Exchange Commission ("SEC"), which alleged GS group and relevant GS group affiliates failed to timely file section 16(a) reports with respect to certain issuers, including late-reported transactions executed from March 2018 to November 2021. Without admitting or denying the findings, GS group consented to the entry of the SEC's order to cease and desist from committing or causing any violations and any future violations of section 16(a) of the Securities Exchange Act of 1934 and rule 16A-3 and agreed to pay a civil monetary penalty in the amount of $300,000, which GS group paid on October 15, 2024.
Jun 22, 2023
Regulatory Action: ICE Clear Credit LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $183,000 · Begun May 8, 2023 · Resolved Jun 22, 2023 · Decision · Docket 2023-404B-017
ICE Clear Credit LLC ("ICC") imposed a penalty of $183,000 on Goldman Sachs international ("GSI") for failure to submit daily pricing information of index and single name products.
After reviewing gsi's response to the finding, including corrective measures to minimize risk of future reoccurrences, icc applied waivers available once annually to the previously imposed penalty.
Mar 17, 2023
Regulatory Action: ICE Futures U.S. FinalAbout an affiliate: J. Aron & Company LLCSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Mar 2, 2023 · Resolved Mar 17, 2023 · Decision · Docket 2022-014
On March 2, 2023, the ICE Futures U.S. ("ifus" or "exchange") market regulation department completed a review of block trades submitted by j. Aron & co. LLC ("j. Aron") between July 2021 and November 2021, and found that on multiple instances, j. Aron submitted block trades to the exchange beyond the required reporting window thereby violating ifus rule 4.07(c).
Pursuant to ifus rule 21.02, j. Aron was issued a summary fine in the amount of $5,000 for the violations. The fine was paid in full by submission of a wire on March 17, 2023.
Nov 25, 2022
Regulatory Action: SEC FinalAbout an affiliate: Goldman Sachs Asset; the full record is on the affiliate's own Form ADVSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist, censure · Fine: $4.0M · Begun Nov 22, 2022 · Resolved Nov 25, 2022 · Order · Docket 3-21245
On November 22, 2022, Goldman Sachs Asset management, L.P. ("GSAMLP") entered into a settlement with The Securities and Exchange Commission ("SEC") regarding GSAMLP's policies and procedures with respect to environmental, social and governance investments. The SEC found that GSAMLP did not adopt written policies and procedures governing the evaluation of ESG factors until sometime after two ESG mutual funds were introduced and a socially-responsible separate account strategy was rebranded as ESG, and that, once such policies and procedures were adopted, they were not consistently followed prior to February 2020.
Gsamlp was censured and ordered to cease and desist from violating section 206(4) of the Advisers Act and rule 206(4)-7 promulgated thereunder. Gsamlp agreed to pay a penalty of $4 million.
Jun 2, 2022
Regulatory Action: CME Group Inc. FinalAbout an affiliate: J. Aron & Company LLCSanctions: Civil and Administrative Penalt(ies) /Fine(s); Disgorgement · Fine: $135,825 · Begun May 17, 2022 · Resolved Jun 2, 2022 · Settled · Docket 19-1158-BC
On May 17, 2022, a panel of the commodity exchange (COMEX) business conduct committee found that, on several occasions in May 2020 and July 2020, J. Aron & Company LLC ("j. Aron"), prior to engaging in any pre-hedging activity, failed to make clear to its counterparty that it was trading principally thereby violating COMEX rule 526.
Pursuant to an offer of settlement, in which j. Aron neither admitted nor denied the rule violations upon which the penalty is based, j. Aron agreed to pay a fine in the amount of $125,000 and to disgorge profits in the amount of $10,825. The fine was paid in full by submission of a wire on June 2, 2022.
Mar 4, 2022
Regulatory Action: National Banking and Securities Commission (Comision Nacional Bancaria Y de Valores - "CNBV") FinalAbout an affiliate: Goldman Sachs Mexico,Begun Aug 19, 2020 · Resolved Mar 4, 2022 · Other · Docket 211-2/81637-RDGH/2020
On August 19, 2020, Goldman Sachs Mexico, S.A. De C.V. casa de bolsa ("MCBO") received a fine imposed by the National Banking and Securities Commission (Comision Nacional Bancaria Y de Valores - "CNBV") of 403,000 pesos (approximately 18,500 usd), for an alleged violation of article 212, paragraph one, sub-section I, of the LMV. CNBV alleged MCBO failed to maintain an appropriate financial crimes risk assessment policy. MCBO paid the fine of 403,000 pesos on September 29, 2020. An administrative and a judicial appeal were filed, leading ultimately on March 2022 to a resolve of this matter in favor of MCBO. The penalty imposed by the CNBV was annulled, and MCBO obtained a refund in the updated amount (based on inflation index) of 440,842 pesos (approximately 20,700 usd).
Mcbo paid the fine of 403,000 pesos on September 29, 2020. An administrative and a judicial appeal were filed, leading ultimately on March 2022 to a resolve of this matter in favor of mcbo. The penalty imposed by the CNBV was annulled, and mcbo obtained a refund in the updated amount (based on inflation index) of 440,842 pesos (approximately 20,700 usd).
Nov 10, 2021
Regulatory Action: Swiss Federal Department of Finance FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $3,998 · Begun Jun 16, 2021 · Resolved Nov 10, 2021 · Decision · Docket 442 2-629
On June 16, 2021, the Swiss Federal Department of Finance concluded their administrative criminal investigation and determined that Goldman Sachs international ("GSI") violated the disclosure requirements of article 151 and article 134 of the financial market infrastructures act, by submitting late notices for twelve transactions executed during an ongoing tender offer of a Swiss issuer.
The Swiss Federal Department of Finance issued a fine of CHF 3640 (approximately usd 3997.76) which was paid by a submission of a wire on November 10, 2021.
Aug 18, 2021
Regulatory Action: Eurex Deutschland FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $855 · Begun Apr 20, 2021 · Resolved Aug 18, 2021 · Decision · Docket 2021/10
Eurex Deutschland intitiated sanction proceedings against Goldman Sachs international ("GSI") and a GSI sales trader on April 20, 2021 in relation to four requests for cross in the Eurex product adidas DEC23 without subsequent entry or a corresponding trade or order. Eurex Deutschland alleges that submission of the cross requests was in violation of number 2.6 of the exchange rules of Eurex Deutschland.
Eurex Deutschland inititated sanction proceedings against Goldman Sachs international ("GSI") on April 20, 2021 and issued a summary fine of euro 1,000 (approximately usd 854.55) to GSI, which was paid by submission of a wire on August 18, 2021.
Jul 22, 2021
Regulatory Action: Comissao de Valores Mobiliarios (CVM) FinalAbout an affiliate: Goldman Sachs Do BrasilSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1.5M · Begun Jun 1, 2021 · Resolved Jul 22, 2021 · Settled · Docket 19957.000791/2020-59
Goldman Sachs Do Brasil banco multiplo S.A. ("GS brazil"), Goldman Sachs international ("GSI"), and daniel motta camargo silva, a director of the trading desk (FICC) of GS brazil, submitted a settlement proposal that was accepted by the Comissao de valores mobiliarios ("CVM") board of commissioners. The settlement resolved allegations that between January 1, 2018 and December 31, 2019, GSI and GS brazil created artificial conditions of demand, offer, or price by crossing in the brazilian exchange di x US dollar spread futures in violation of CVM instruction n. 08/79.
Without admitting or denying the allegations, GS brazil, gsi, and MR. silva entered into a settlement agreement on July 22, 2021 with the CVM for a total amount of brazilian reais 7,480,000 (approximately usd 1,454,941.55), which was paid by a wire submission on August 5, 2021.
Jul 12, 2021
Regulatory Action: Consumer Financial Protection Bureau FinalAbout an affiliate: Greensky, LLCSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2.5M · Begun Jul 12, 2021 · Resolved Jul 12, 2021 · Order · Docket 2021-CFPB-0004
On July 12, 2021, the Consumer Financial Protection Bureau ("CFPB") entered a consent order against Greensky LLC ("Greensky") after determining Greensky violated sections 1031(a) and 1036(a)(1)(b) of the Consumer financial protection act. From March 2014 through July 2021, the CFPB identified multiple instances of Greensky engaging in unfair acts and practices with regard to loans to consumers who did not authorize them and by structuring its loan origination and servicing activities in a manner that enabled unauthorized loans.
Without admitting or denying any of the findings of fact or conclusions, Greensky agreed to the issuance of the consent order which will terminate five years after the effective date of July 12, 2021, barring any further violations. Greensky is to pay redress to consumers identified by the consent order as being impacted by the violations in a total amount to not be less than $750,000 and to not exceed $3,000,000, and loan cancellations in an amount no more than $6,000,000. In addition, a civil penalty of $2,5000,000 was ordered to be paid to the CFPB. Greensky was ordered to implement additional compliance measures to prevent further violations including the establishment of a compliance committee to be responsible for monitoring and coordinating Greensky's adherence to the provisions of the consent order for the effective time period.
Jun 15, 2021
Regulatory Action: Finanstilsynet, the Financial Supervisory Authority of Norway FinalAbout an affiliate: Goldman Sachs Group, Inc.Sanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $41,939 · Begun Feb 24, 2021 · Resolved Jun 15, 2021 · Decision · Docket 20/4962
On February 24, 2021, Finanstilsynet, the Financial Supervisory Authority of Norway concluded that Goldman Sachs Group, Inc., Goldman Sachs international, and Goldman Sachs & Co. LLC violated the notification requirement under section 3-14 of the norwegian securities trading act, CF. Regulation (EU) no 236/2012 ("SSR") article 5, CF. Article 9, by not notifying Finanstilsynet of net short positions within the time limit laid in accordance with SSR.
On February 24, 2021, Finanstilsynet imposed a violation penalty of nok 350,000 (approximately usd 41,939.27). The fine was paid in full by wire submission on June 15, 2021.
Apr 5, 2021
Regulatory Action: ICE Clear Credit LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $40,000 · Begun Apr 5, 2021 · Resolved Apr 5, 2021 · Decision · Docket 2021-404B-005
On April 5, 2021, ICE Clear Credit LLC alleged that during March 2021, in one instance, Goldman Sachs international ("GSI") violated ICE Clear Credit rule 404(b), by failing to submit eighty-one single name prices on a timely basis.
ICE Clear Credit LLC imposed a fine of $40,000, which gsi paid by invoice in June 2021.
Dec 21, 2020
Regulatory Action: Bloomberg SEF LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,250 · Begun Nov 11, 2020 · Resolved Dec 21, 2020 · Decision
On November 11, 2020, Bloomberg SEF LLC ("BSEF") notified Goldman Sachs international ("GSI") that it had completed its inquiry and concluded that GSI violated BSEF rule 531.a(d) by submitting block trades to BSEF more than 10 minutes after the time the participants agreed to the terms of the block trades. As this was GSI's second such violation within a 12-month period, BSEF imposed a fine of $1,250.
The fine imposed by BSEF was in the amount of $1,250, which was paid in full by gsi by wire on December 21, 2020.
Oct 27, 2020
Regulatory Action: Akk ÁLlamadÓSSÁG Kezelo KÖZpont ZÁRTKÖRuen MukÖDo RÉSZVÉNytÁRsasÁG FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,614 · Begun Oct 9, 2020 · Resolved Oct 27, 2020 · Decision
Akk ÁLlamadÓSSÁG Kezelo KÖZpont ZÁRTKÖRuen MukÖDo RÉSZVÉNytÁRsasÁG alleged that during the month of September 2020, Goldman Sachs international ("GSI") failed to meet its primary dealer quoting obligations in accordance with the agency contract between GSI and akk and the relevant market making rules.
The akk imposed a fine on gsi in the amount of huf 500,000, which was paid by submission of a wire on October 27, 2020.
Oct 22, 2020
Regulatory Action: SEC FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Cease and Desist; Civil and administrative penalty(IES)/fine(s) disgorgement · Fine: $400.0M · Begun Oct 22, 2020 · Resolved Oct 22, 2020 · Order · Docket 3-20132
On October 22, 2020, The Goldman Sachs Group, inc. ("GS group") entered into an order instituting cease and desist proceedings with The Securities and Exchange Commission (the "SEC" and the order, the "SEC order"), which alleged GS group failed to reasonably maintain a sufficient system of internal accounting controls between 2012 and 2015 with respect to the process by which it reviewed and approved the commitment of firm capital in large, significant and complex transitions, such as the 1malaysia development berhad ("1MDB") offerings, and that documentation prepared in connection with the 1MDB transactions did not accurately reflect certain aspects of the bond offerings, including the involvement of a third party intermediary in the offerings.
GS group paid a civil money penalty in the amount of $400,000,000 to the SEC and disgorgement of $606,300,000, with dollar-for- dollar disgorgement credit up to that amount based on the U.S. dollar value of similar payments made pursuant to the settlement agreement.
Oct 22, 2020
Regulatory Action: New York State Department of Financial Services FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $150.0M · Begun Oct 22, 2020 · Resolved Oct 22, 2020 · Order
On October 22, 2020, The Goldman Sachs Group, inc. ("GS group") entered into a consent order for a civil money penalty with the New York State Department of Financial Services (the "DFS", and the consent order, the "DFS order"), which alleged violations of the New York banking law ("banking law") arising out of investments by a GS group wholly-owned subsidiary, Goldman Sachs bank USA ("GS bank"), in instruments related to 1malaysia development berhad ("1MDB"). The conduct described in the DFS order includes (I) the failure of GS group to adequately detect or address certain red flags in connection with the 1MDB bond transactions; (II) GS group's failure to escalate or address allegations of bribery communicated to certain senior business personnel following the completion of the 1MDB offerings; (III) GS group's failure to address allegations of its employees suspected involvement in the 1MDB misconduct; and (IV) GS group's failure to convey to GS bank red flags or information known about the 1MDB offerings or the misconduct of its employees so that GS bank could affirmatively report the incident to the DFS. The DFS order also finds that GS group violated section 44 of the banking law by conducting business in an unsafe and unsound manner and 3 N.Y.C.R.R. Section 300.4 by failing to submit a report to the superintendent of the DFS of one or more incidents that appear to relate to a plan or scheme that would be of interest to similar organizations located in the same area or through the state.
GS group paid a civil money penalty in the amount of $150,000,000 to the DFS.
Oct 22, 2020
Regulatory Action: Board of Governors of the Federal Reserve System FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Cease and Desist; Civil and administrative penalty(IES)/fine(s) · Fine: $154.0M · Begun Oct 22, 2020 · Resolved Oct 22, 2020 · Order · Docket 20-018-B-HC; 20-018-CMP-HC
On October 22, 2020, The Goldman Sachs Group, inc. ("GS group") entered into an order to cease and desist and order of assessment of a civil money penalty with the Board of Governors of the Federal Reserve System (the "Federal Reserve", and the order, the "Federal Reserve order"), which alleged GS group engaged in unsafe and unsound banking practices relating to the 1malaysia development berhad ("1MDB") bond transactions that resulted from deficient policies, procedures and controls. Such deficiencies included (I) the lack of, or failure to implement, adequate compliance policies and procedures to ensure the 1MDB offerings complied with safe and sound practices; (II) the failure of the review and approval process to appreciate the significant risks associated with the 1MDB offerings; (III) the failure of GS group control functions and senior personnel to address red flags, insist on adequate information and documentation regarding key aspects of the offerings prior to execution, and effectively supervise a senior business employee about whom certain GS group personnel had expressed integrity concerns in the past; and (IV) the failure to escalate or address allegations of bribery communicated to certain senior business personnel.
In addition to payment of the civil money penalty, the Federal Reserve order requires that GS group take certain affirmative actions, including submitting to the Federal Reserve (I) a written plan to enhance, and maintain improvements to, oversight of the review and approval of certain significant and complex transactions; (II) a written plan to enhance its existing anti-bribery compliance program for such transactions; and (III) a written enhanced due diligence program for such transactions, in each case each acceptable to the Federal Reserve.
Oct 22, 2020
Regulatory Action: Hong Kong Securities and Futures Commission FinalAbout an affiliate: Goldman Sachs (Asia) L.L.C.Sanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $350.0M · Begun Oct 22, 2020 · Resolved Oct 22, 2020 · Order
The Hong Kong Securities and Futures Commission ("HKSFC") issued a statement of disciplinary action (the "SFC statement") against Goldman Sachs (Asia) L.L.C. ("GS ASIA"), an indirect wholly owned subsidiary of the Goldman Sachs group, inc., on October 22, 2020, relating to GS ASIA's failure to properly examine and address red flags in connection with the 1malaysia development berhad ("1MDB") transactions and to diligently supervise its senior personnel in connection with their participation in the 1MDB transactions.
GS asia paid a financial penalty in the amount of $350,000,000 in connection with the SFC statement.
Oct 22, 2020
Regulatory Action: Financial Conduct Authority FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $63.0M · Begun Oct 22, 2020 · Resolved Oct 22, 2020 · Order · Docket 142888
Goldman Sachs international ("GSI"), an indirect wholly owned subsidiary of the Goldman Sachs group, inc., received on October 22, 2020 a warning notice from the UK Financial Conduct Authority (the "FCA" and the notice, the "FCA notice"), which cites GSI's failure to (I) assess and manage the risks associated with the 1malaysia development berhad transactions; (II) properly record how GSI committees assessed and managed those risks and; (III) respond appropriately to allegations of bribery and misconduct.
Gsi paid a financial penalty in the amount of $63,000,000 in connection with the FCA notice.
Oct 22, 2020
Regulatory Action: Singapore Commercial Affairs Department FinalAbout an affiliate: Goldman Sachs (Singapore)Sanctions: Civil and Administrative Penalt(ies) /Fine(s); Disgorgement · Fine: $122.0M · Begun Oct 22, 2020 · Resolved Oct 22, 2020 · Order · Docket HHQ/DOW/TCK/308392/7
On October 22, 2020, Goldman Sachs (Singapore) pte ("GS Singapore") received a notice of conditional warning from the Singapore Commercial Affairs Department ("SCAD"), at the direction of the Singapore attorney general's chambers (the "Singapore notice"), which alleged GS Singapore corruptly gave gratification as a reward in relation to each of the 1malaysia development berhad bond transactions.
GS Singapore paid a financial penalty in the amount of $122,000,000 in connection with the Singapore notice.
Oct 22, 2020
Regulatory Action: Bank of England Prudential Regulation Authority FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $63.0M · Begun Oct 22, 2020 · Resolved Oct 22, 2020 · Order · Docket 142888
Goldman Sachs international ("GSI"), an indirect wholly owned subsidiary of the Goldman Sachs group, inc., received on October 22, 2020 a warning notice from the Bank of England Prudential Regulation Authority (the "pra" and the warning notice, the "pra notice"), which cites GSI's failure to (I) assess and manage the risks associated with the 1malaysia development berhad transactions; (II) properly record how GSI committees assessed and managed those risks; and (III) respond appropriately to allegations of bribery and misconduct.
Gsi paid a financial penalty in the amount of $63,000,000 in connection with the pra notice.
Oct 22, 2020
Regulatory Action: Monetary Authority of Singapore FinalAbout an affiliate: Goldman Sachs (Singapore)Sanctions: Other; Letter of direction · Begun Oct 22, 2020 · Resolved Oct 22, 2020 · Order · Docket 6422 5358
On October 22, 2020, Goldman Sachs (Singapore) pte ("GS SINGAPORE") received a letter of direction from the Monetary Authority of Singapore (the "MAS letter"), requiring GS SINGAPORE to appoint an independent auditor to review the effectiveness and sustainability of the remedial measures implemented by GS SINGAPORE following the Monetary Authority of Singapore's inspection.
The msa letter requires GS Singapore to appoint an independent auditor to review the effectiveness and sustainability of the remedial measures implemented by GS Singapore following the Monetary Authority of Singapore's inspection.
Jun 2, 2020
Regulatory Action: The Portuguese Securities Market Commission (CMVM) FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Begun Jul 12, 2019 · Resolved Jun 2, 2020 · Dismissed · Docket SUMMARY PROCEEDING NO. 06/2016
The portuguese securities market commission ("CMVM") has alleged that Goldman Sachs international ("GSI")willfully violated its duty to protect the market in alleged violation of articles 311 and 407 of the portuguese securities code. On June 2, 2020, the CMVM closed their investigation into GSI without issuing any formal charges for any violations of the portuguese securities code.
The CMVM notified gsi that it was proposing to impose a fine in the amount of euro 50,000 (with an additional euro 50,000 suspended for 2 years). Gsi contested the fine. On June 2, 2020, the CMVM closed their investigation into gsi without issuing any formal charges for any violations of the portuguese securities code.
Apr 23, 2020
Regulatory Action: Eurex Deutschland FinalAbout an affiliate: Goldman SachsSanctions: Reprimand · Fine: $1,684 · Begun Nov 7, 2019 · Resolved Apr 23, 2020 · Decision · Docket A 2019/31
Eurex Deutschland initiated a sanction proceeding against Goldman Sachs international ("GSI") and a GSI sales trader on 7 November 2019 in relation to a cross trade in the Eurex product euro bund future. Eurex Deutschland alleged the cross trade was in violation of paragraph 2.6 of the conditions for trading at Eurex Deutschland.
Gsi responded to Eurex Deutschland on 2 December 2019 setting out the firm's position that (a) the trade in question, which had a legitimate economic rationale, was intended to happen off-exchange using internal flattening controls but instead was inadvertently routed onto the exchange, (b) the named sales trader had no involvement in the decision to flatten the two positions internally that resulted in the on-exchange trade and so should be removed from the scope of the proceedings, and (c) the trade did not have any material impact on the market given that the price of the product in question moved by only eur 0.01 in the minute when the transaction took place (a move of just 0.00558%). On April 23, 2020, Eurex Deutschland issued a reprimand against gsi and required gsi to bear the cost of the regulatory proceeding for the amount of eur 2,000 (approximately usd 1683.50). Gsi paid the eur 2,000 on September 10, 2020.
Dec 19, 2019
Regulatory Action: Swedish Financial Supervisory Authority (Finansinspektionen - Sfsa) FinalAbout an affiliate: Goldman Sachs Group, Inc.Sanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $7,430 · Begun Sep 20, 2019 · Resolved Dec 19, 2019 · Consent
On September 20, 2019 the Swedish financial supervisory authority (finansinspektionen - "sfsa") imposed an administrative fine on Goldman Sachs Group, Inc. ("GS group") in the amount of 70,000 Swedish krona (SEK) (approximately usd 7,200). Sfsa alleges a violation by GS group of chapter 6, section 3 a, subsection 1 of the financial instruments trading act due to a delay in notifying a relevant change in GS group's holding of shares and other financial instruments in fingerprint cards ab.
GS group paid the fine of 70,000 sek on December 19, 2019 to the sfsa by wire. While the actual payment of the fine was made in sek, based on the foreign exchange rate of 1 usd: 9.4211 sek as of December 19, 2019, the equivalent U.S. dollar value was approximately 7,430.13 usd, which amount is reflected in item 12.a. Above.
Dec 10, 2019
Regulatory Action: Australia Securities Exchange (Asx) FinalAbout an affiliate: Goldman Sachs AustraliaSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $34,189 · Begun Nov 13, 2019 · Resolved Dec 10, 2019 · Settled · Docket 2019001
On November 13, 2019, the Australia securities exchange ("ASX") imposed a fine on Goldman Sachs Australia pty LTD ("GSA") in the amount of 50,000 australian dollars (AUD). ASX cited violations of ASX clear (FUTURES) operating rule 46.1 and rule 46.5 in relation to FUTURES clearing and the daily close out of back-to-back FUTURES positions, in particular for physically settled bank bills FUTURES contracts.
The fine imposed by asx was in the amount of 50,000 aud, which was paid by gsa by wire on December 10, 2019. Asx intends to publish a public notice on 16 December, 2019 concerning the contravention.
Sep 4, 2019
Regulatory Action: Federal Financial Supervisory Authority of Germany (Bundesanstalt FÜR Finanzdienstleistungsaufsicht "BAFIN") FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $882,000 · Begun May 2, 2017 · Resolved Sep 4, 2019 · Settled · Docket GZ: WA 17-WP 3120-2016/0060
On May 2, 2017 Federal Financial Supervisory Authority of Germany (Bundesanstalt FÜR Finanzdienstleistungsaufsicht "BAFIN") has alleged certain breaches by Goldman Sachs international ("GSI") in May 2016 of sections 21(1) and 25(1) of the german securities trading act (wertpapierhandelsgesetz - "WPHG") as a result of GSI's late submission of a shareholder voting rights notification. On August 12, 2019 BAFIN imposed an administrative fine on GSI in the amount of 800,000 euros for a breach of section 130(1) of the german act of breaches of administrative regulations in conjunction with section 25(1) of the german securities trading act. This fine concluded cases wa 17-WP 3121-2017/0003 and wa 17-WP 3120-2016/0060.
The fine imposed by BAFIN was in the amount of 800,000 eur, which was paid by gsi by wire on September 4, 2019.
Sep 4, 2019
Regulatory Action: BAFIN - the Federal Financial Supervisory Authority of Germany FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $882,000 · Begun Sep 19, 2017 · Resolved Sep 4, 2019 · Settled · Docket GZ: WA 17-WP 3121-2017/0003
On September 19, 2017 federal financial supervisory authority of Germany (bundesanstalt fÜr finanzdienstleistungsaufsicht "BAFIN") has alleged certain breaches by Goldman Sachs international ("GSI") in March 2017 of sections 21(1) and 25(1) of the german securities trading act (wertpapierhandelsgesetz - "WPHG") as a result of GSI's late submission of a shareholder voting rights notification. On August 12, 2019 BAFIN imposed an administrative fine on GSI in the amount of 800,000 euros for a breach of section 130(1) of the german act of breaches of administrative regulations in conjunction with section 25(1) of the german securities trading act. This fine concluded cases wa 17-WP 3121-2017/0003 and wa 17-WP 3120-2016/0060.
The fine imposed by BAFIN was in the amount of 800,000 eur, which was paid by gsi by wire on September 4, 2019.
Aug 1, 2019
Regulatory Action: Akk ÁLlamadÓSSÁG Kezelo KÖZpont ZÁRTKÖRuen MukÖDo RÉSZVÉNytÁRsasÁG FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,710 · Begun Jul 2, 2019 · Resolved Aug 1, 2019 · Decision
Akk ÁLlamadÓSSÁG Kezelo KÖZpont ZÁRTKÖRuen MukÖDo RÉSZVÉNytÁRsasÁG alleged that during the first half of the calendar year 2019, Goldman Sachs international ("GSI") failed to meet its primary dealer quoting obligations in accordance with the agency contract between GSI and akk and the relevant market making rules.
The akk imposed a fine on gsi in the amount of huf 500,000, which was paid by submission of a wire on August 1, 2019.
May 31, 2019
Regulatory Action: Frankfurt Stock Exchange FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $3,345 · Begun Nov 5, 2018 · Resolved May 31, 2019 · Consent · Docket H 9-2018
A breach of organizational duties by forwarding unflagged orders transmitted by one of our customers via direct electronic access to the xetra trading platform of the Frankfurt Stock Exchange. This is specifically in reference to section 3 (1) of the conditions for business transactions. A further breach of the organizational duties of the party as the indirect trading participant were not aware of the FWB's cross-trade rules shows that the party did not inform or only inadequately informed its customer of the FWB's stock exchange rules. This is specifically in reference to section 37 (3) of the exchange rules for the frankfurter wertpapierbÖrse.
The fine imposed by FWB was in the amount of 3,000 eur, which was paid by gsi by wire on May 31, 2019.
May 31, 2019
Regulatory Action: Frankfurter WertpapierbÖRse (FWB) FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $3,345 · Begun Mar 14, 2019 · Resolved May 31, 2019 · Consent · Docket H 9-2018
A breach of organizational duties by forwarding unflagged orders transmitted by one of our customers via direct electronic access to the xetra trading platform of the frankfurt stock exchange. This is specifically in reference to section 3 (1) of the conditions for business transactions. A further breach of the organizational duties of the party as the indirect trading participant were not aware of the FWB's cross-trade rules shows that the party did not inform or only inadequately informed its customer of the FWB's stock exchange rules. This is specifically in reference to section 37 (3) of the exchange rules for the Frankfurter wertpapierbÖrse.
The fine imposed by FWB was in the amount of 3,000 eur, which was paid by gsi by wire on May 31, 2019.
Apr 2, 2019
Regulatory Action: Financial Services Commission of the Republic of Korea FinalAbout an affiliate: Goldman Sachs IndiaSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $63,615 · Begun Mar 7, 2019 · Resolved Apr 2, 2019 · Decision
The Financial Services Commission of the Republic of Korea ("FSC") has imposed an administrative fine on Goldman Sachs India investments (SINGAPORE) pte. LTD. ("KRPL") for violation of certain short sale restrictions as set out in article 180(1) of the financial investment services and capital markets act (the "act") with respect to certain of KRPL's short sale orders on October 31, 2017 and January 9, 2018. The fine was imposed pursuant to article 449 of the act, article 390 of the enforcement decree of the act, and articles 26 and 48 of the regulation on sanctions against financial institutions.
The fine imposed by the FSC was in the amount of 72,000,000 south korean won ("KRW"), which was paid by KRPL by wire on April 2, 2019.
Mar 28, 2019
Regulatory Action: Financial Conduct Authority (FCA) FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $44.8M · Begun Mar 28, 2019 · Resolved Mar 28, 2019 · Settled · Docket 142888
The FCA has imposed a financial penalty of £34,344,700 on Goldman Sachs international ("GSI") for failure to provide accurate and timely information in relation to certain reportable transactions to the financial conduct authority ("FCA") in alleged violation of sup 17.4.1EU, sup 17.1.4r and sup 15.6.1r. GSI also failed to take reasonable care to organise and control its affairs responsibly and effectively in respect of its transaction reporting in alleged violation of principle 3 of the FCA's principles for businesses. The fine was imposed pursuant to section 206 of the financial services and markets act 2000.
The fine imposed by the financial conduct authority was in the amount of £49,063,900. However, Goldman Sachs international agreed to resolve the case and therefore qualified for a 30% discount in the overall penalty reducing the fine to £34,344,700. The fine was paid by wire on April 2, 2019. While the actual payment of the fine was made in pound sterling, the equivalent U.S. dollar value on the date of the wire was $44,768,316.4, which amount is reflected in item 12.a. Above.
Dec 10, 2018
Regulatory Action: Financial Services Commission of the Republic of Korea FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $6.7M · Begun Dec 10, 2018 · Resolved Dec 10, 2018 · Decision
The Financial Services Commission of the Republic of Korea ("FSC") has imposed an administrative fine on Goldman Sachs international ("GSI") for violation of certain short sale restrictions as set out in articles 180(1) and 180-2(1) of the financial investment services and capital markets act (the "act") with respect to certain of GSI's short sale orders and short position reports. The fine was imposed pursuant to article 449 of the act, article 390 of the enforcement decree of the act, articles 26 and 48 of the regulation on investigation of capital markets, and article 20 of the regulation on examination and sanctions against financial institutions.
The fine imposed by the FSC was in the amount of 7,504,800,000 south korean won (KRW), which was paid by gsi by wire on December 18, 2018.
Aug 13, 2018
Regulatory Action: The Czech National Bank FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $33,945 · Begun Jan 4, 2018 · Resolved Aug 13, 2018 · Decision · Docket 2017 / 158544 / 570; 2018 / 095899 / CNB / 110
The Czech National Bank ("CNB") issued an order alleging that The Goldman Sachs Group, inc. (the "firm") failed to notify the CNB within the statutory time limit that its shares in the voting rights of a certain issuer company had exceeded 1%, in deemed violation of article 122(1), and in conjunction with article 122(2), of the capital market undertakings act.
The CNB imposed a fine on the firm in the amount of 750,000 czech koruna (CZK), together with costs of 1,000 CZK, which was paid by wire on September 7, 2018.
Jun 29, 2018
Regulatory Action: Securities and Exchange Board of India FinalAbout an affiliate: Goldman Sachs (India)Sanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $30,457 · Begun Jun 16, 2017 · Resolved Jun 29, 2018 · Settled · Docket EAD-2/DSR/RG/14036/2017-PM/RR/02/2018-19
In a notice to Goldman Sachs (India) securities private limited ("GIPL"), the Securities and Exchange Board of India ("SEBI") alleged that GIPL made certain misleading statements to SEBI following the deferral of a qualified institutional placement of securities in INDIA, in alleged violation of paragraph 20 of the code of conduct for merchant bankers under the SEBI (merchant bankers) regulations, 1992.
Without admitting or denying the findings of fact and conclusions of law, gipl submitted a settlement application to sebi which was accepted by sebi on June 29, 2018, in which gipl agreed to make a monetary payment to sebi in the amount of 20,80,242 indian rupees (INR), which was paid by submission of a bank demand draft on June 19, 2018.
May 1, 2018
Regulatory Action: Board of Governors of the Federal Reserve System FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist; undertaking · Fine: $54.8M · Begun May 1, 2018 · Resolved May 1, 2018 · Consent · Docket 18-015-B-HC; 18-015-CMP-HC
The Board of Governors of the Federal Reserve System (the "Federal Reserve") has alleged that: whereas The Goldman Sachs Group, inc. ("GS group") serves as a foreign exchange ("FX") dealer through certain of its indirect subsidiaries ("FX subsidiaries"), by buying and selling U.S. dollars and foreign currency for their own account and by soliciting and receiving orders through communications between customers and sales personnel that are executed on the spot market ("covered FX activities"), from October 2008 through October 2012, GS group and certain subsidiaries (together, the "firm"): (a) lacked adequate governance, compliance risk management, compliance and/or audit policies to ensure that the FX subsidiaries' covered FX activities complied with safe and sound banking practices and applicable internal policies; and (b) had deficient policies and procedures that prevented it from detecting and addressing potentially unsound conduct by certain of the FX subsidiaries' FX traders, and as a result of the deficient policies and procedures, engaged in unsafe and unsound banking practices.
On May 1, 2018, prior to the filing of any notices of charges, or taking of any testimony, or adjudication of or finding on any issues of fact or law herein, and solely for the purpose of settlement of this matter without a formal proceeding being filed and without the necessity for protracted or extended hearings or testimony, GS group and the Federal Reserve entered into an order to cease and desist and order of assessment of a civil money penalty issued upon consent pursuant to the federal deposit insurance act, as amended (the "consent order"), pursuant to which: (a) GS group, as applicable, shall submit to the Federal Reserve within the applicable time periods set forth in the consent order, an enhanced written internal controls and compliance program, compliance risk management program, controls review, and internal audit program, each as acceptable to the Federal Reserve; (b) the firm shall adopt and implement these programs and submit progress reports to the Federal Reserve; (c) the firm shall not in the future directly or indirectly retain any individual as an officer, employee, agent, consultant, or contractor of the firm or any subsidiary or any affiliate thereof who has participated in the conduct underlying the consent order, been subject to a formal disciplinary action as a result of the firm's internal disciplinary review or performance review in connection with the conduct described in the consent order and separated from the firm or any subsidiary thereof or had his or her employment terminated in connection with the conduct described in the consent order; and (d) the firm paid a civil monetary penalty in the amount of $54,750,000 on May 2, 2018.
Jan 12, 2018
Regulatory Action: Board of Governors of the Federal Reserve System FinalAbout an affiliate: Goldman Sachs Bank USASanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $14.0M · Begun Jan 12, 2018 · Resolved Jan 12, 2018 · Consent · Docket 17-047-CMP-HC; 17-047-CMP-SM
The Goldman Sachs group, inc. ("GS group") and Goldman Sachs Bank USA ("GS bank") entered into an order of assessment of a civil money penalty issued upon consent pursuant to the federal deposit insurance act, as amended, with the Board of Governors of the Federal Reserve System (the "Federal Reserve") on January 12, 2018 (the "consent assessment"). The consent assessment related to allegations by the Federal Reserve that, prior to September 1, 2011, GS group and GS bank had engaged in deficient practices in residential mortgage loan servicing and foreclosure processing involving LITTON loan servicing LP ("LITTON"), a former subsidiary. Without admitting or denying the allegations, GS group and GS bank had previously entered into a consent order with the Federal Reserve relating to the same alleged conduct on September 1, 2011, as amended on February 28, 2013 (the "amended consent", which is reported on a separate DRP).
Without admitting or denying the allegations in the amended consent, GS group, GS bank and the Federal Reserve entered into the consent assessment, which releases and discharges GS group, GS bank, and their affiliates, successors, and assigns from all potential liability that has been or might have been asserted by the Federal Reserve based on the conduct that is the subject of consent assessment or the amended consent, and assesses GS group and GS bank a civil money penalty in the amount of $14,000,000, which was paid to the Federal Reserve by submission of a wire on January 12, 2018.
Jan 12, 2018
Regulatory Action: Board of Governors of the Federal Reserve System FinalAbout an affiliate: Goldman Sachs Bank USASanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $90,000 · Begun Jan 12, 2018 · Resolved Jan 12, 2018 · Consent · Docket 17-045-CMP-SM
The Board of Governors of the Federal Reserve System (the "Federal Reserve") alleged that Goldman Sachs Bank USA ("GS bank"), engaged in a pattern or practice of violations under section 102(f)(2) of the national flood insurance act, 42 U.S.C. 4012a(f).
On January 12, 2018, prior to the taking of any testimony or adjudication of or finding on any issue of fact or law, and solely for the purpose of settlement of the matter without a formal proceeding being filed and without the necessity for protracted or extended hearings or testimony, GS bank and the Federal Reserve entered into an order of assessment of a civil money penalty pursuant to the national flood insurance act, as amended, which assesses GS bank a civil money penalty in the amount of $90,000, which was paid to the Federal Reserve by submission of a check on January 12, 2018.
Feb 22, 2017
Regulatory Action: Capital Market Authority of the Kingdom of Saudi Arabia FinalAbout an affiliate: Goldman Sachs SaudiSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,667 · Begun Feb 22, 2017 · Resolved Feb 22, 2017 · Decision · Docket S/3/7/876/17
In a letter to Goldman Sachs Saudi arabia ("GSSA") dated February 16, 2017, that was received by hand delivery on February 22, 2017, from the kingdom of saudi arabia capital market authority (the "cma"), the cma informed GSSA of a cma decision alleging a delay of more than three days in providing the cma with the certain account information required by virtue of cma circular no. s/6/6/9214/16, dated December 6, 2016, in alleged violation of section (a) of article 3 of the authorized persons regulations.
Gssa agreed to the payment of a financial penalty to the cma in the amount of 10,000 saudi arabian riyals (SAR), which was paid by submission of a wire on March 1, 2017.
Feb 21, 2017
Regulatory Action: Frankfurt Stock Exchange FinalAbout an affiliate: Goldman SachsSanctions: Reprimand · Begun Dec 7, 2016 · Resolved Feb 21, 2017 · Decision · Docket H 15-2016
The Frankfurt Stock Exchange ("FSE") sanctions committee (the "sanctions committee") alleged that Goldman Sachs international ("GSI") violated SEC. 72a of the exchange rules of the FSE by conveying certain unlabeled orders generated by algorithmic trading to the xetra trading platform of the FSE in the period from March 29, 2016 to September 20, 2016.
The fse issued a reprimand to gsi, and required gsi to pay a 500 euro fee for the proceedings. In its decision, the fse noted that gsi discovered the error itself and then immediately disclosed and remedied it.
Feb 17, 2017
Regulatory Action: Securities and Exchange Board of India FinalAbout an affiliate: GS Mace Holdings LimitedSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Begun Jun 20, 2016 · Resolved Feb 17, 2017 · Dismissed · Docket EFD/DRA-III/MC/NRM/16529/2016
In a notice to GS Mace Holdings Limited ("GSMH") and Goldman Sachs investments (MAURITIUS) I limited ("GSIM"), the Securities and Exchange Board of India ("SEBI") alleged a delay in an ownership threshold disclosure in alleged violation of regulation 7(1) of the SEBI (substantial acquisition of shares and takeover) regulations, 1997.
On February 17, 2017, sebi notified GSMH and gsim that it has withdrawn its notice of adjudication proceedings against GSMH and gsim.
Dec 21, 2016
Regulatory Action: CFTC FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist / undertaking · Fine: $120.0M · Begun Dec 21, 2016 · Resolved Dec 21, 2016 · Order · Docket 17-03
On December 21, 2016, the Commodity Futures Trading Commission ("CFTC") entered an order instituting proceedings pursuant to sections 6(c) and 6(d) of the Commodity Exchange Act, making findings and imposing remedial sanctions (the "order") against The Goldman Sachs Group, inc. ("GS group") and Goldman, Sachs & co. (the "firm", and together with GS group, "Goldman") relating to attempted manipulation of the U.S. dollar international swaps and derivatives association fix ("usd isdafix"), an interest rate benchmark. Specifically, the CFTC found that, from January 2007 through March 2012, certain traders on the firm's interest rate products trading desks submitted bids and offers, and executed trades, that were designed to attempt to manipulate the usd isdafix. In addition, the CFTC found that these traders attempted to affect the rate at which usd isdafix was set by making false, misleading, or knowingly inaccurate submissions to certain swaps brokers for inclusion in the calculation of the daily rates. The order also states that the traders submitted oral and written requests for certain rates to be submitted, which would benefit the firm's trading positions. The CFTC found that Goldman violated Commodity Exchange Act sections 6(c), 6(d), and 9(a)(2), 7 U.S.C. §§ 9, 13b, 13(a)(2) (2006), and for conduct occurring on or after August 15, 2011, sections 6(c)(1), 6(c)(1)(a), 6(c)(3), 6(d), and 9(a)(2), 7 U.S.C. §§ 9(1), 9(1)(a), 9(3), 13b, 13(a)(2) (2012), and CFTC regulations 180.1(a) and 180.2, 17 C.F.R. §§ 180.1(a), 180.2 (2015).
Without admitting or denying the violations, Goldman consented to the entry of the order on December 21, 2016 by the CFTC, pursuant to which Goldman: (a) shall cease and desist from violating Commodity Exchange Act sections 6(c)(1), 6(c)(1)(a), 6(c)(3), 6(d), and 9(a)(2), 7 U.S.C. §§ 9(1), 9(1)(a), 9(3), 13b, 13(a)(2) (2012), and CFTC regulations 180.1(a) and 180.2, 17 C.F.R. §§ 180.1(a), 180.2 (2015); (b) pay a civil monetary penalty of $120 million, which the firm paid on December 28, 2016; and (c) comply with the undertakings set forth in the order, including providing a report to the CFTC within 120 days of the order, addressing remediation efforts both prior to and since the entry of the order, and providing an additional report to the CFTC, no later than 365 days of the entry of the order, explaining how it has complied with the undertakings set forth in the order.
Aug 2, 2016
Regulatory Action: Board of Governors of the Federal Reserve System FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist; undertaking · Fine: $36.3M · Begun Aug 2, 2016 · Resolved Aug 2, 2016 · Order · Docket 16-011-BH-C; 16-011-CMP-HC
The Board of Governors of the Federal Reserve System (the "Board of Governors") has alleged that: (a) Goldman, Sachs & co. ("GSCO") and The Goldman Sachs Group, inc., (together with GSCO, the "firm") failed to monitor electronic mail for documents containing confidential supervisory information; (b) firm employees, including senior managers, had confidential supervisory information of the Board of Governors and other banking regulators in their possession without the authorization required by law; (c) a firm employee engaged in criminal theft of confidential supervisory information of the Board of Governors and other banking regulators, and disseminated such information to multiple employees within the firm; (d) the firm's personnel improperly used confidential supervisory information, including confidential supervisory information relating to institutions other than the firm, of the Board of Governors and other banking regulators in presentations to its clients and prospective clients in an effort to solicit business for the firm; and (e) the firm lacked adequate policies and procedures designed to detect or prevent the unauthorized dissemination and use of confidential supervisory information belonging to the Board of Governors and other banking regulators.
The firm and the Board of Governors entered into a consent order to cease and desist and assessment of civil money penalty on August 2, 2016 (the "consent order"), pursuant to which: (a) within 30 days of the consent order, the Board of directors of the firm shall appoint a committee comprised of members of senior management to monitor and coordinate compliance with the provisions of the consent order, which committee shall meet quarterly, keep detailed minutes of each meeting, and annually submit to the Board of Governors and the Board of directors of the firm written progress reports detailing the form and manner of all actions taken to secure compliance with the consent order and the results thereof; (b) within 90 days of the consent order, the firm shall: (I) submit to the Board of Governors a written plan, and timeline for implementation, to enhance the effectiveness of the internal controls and compliance functions regarding the identification, monitoring, and control of confidential supervisory information, which plan shall be reviewed for effectiveness by the firm's internal audit function; (II) submit to the Board of Governors a written plan, and timeline for implementation, for the training of all appropriate gsco personnel regarding the restrictions, controls and legal requirements governing the use of confidential supervisory information; and (III) certify to the Board of Governors that all documents containing confidential supervisory information of which the firm is aware or becomes aware that the firm obtained without appropriate regulatory authorization have been de- referenced from the firm's internal systems and rendered inaccessible by firm personnel, and to the extent such confidential supervisory information may be subsequently be restored or rendered accessible for any purpose, the firm shall notify the Board of Governors prior to such information being restored or accessible by firm personnel; (c) the firm shall not in the future directly or indirectly retain any individual as an officer, employee, agent, consultant, or contractor of the firm or of any affiliate of the firm who, based on the investigative record compiled by U.S. authorities, has done all of the following: (I) participated in the illegal conduct described in the consent order; (II) been subject to formal disciplinary action as a result of gsco's internal disciplinary review or performance review in connection with the conduct described in the consent order; and (III) has been separated from or has had his or her employment terminated by the firm; and (d) the firm paid a civil monetary penalty in the amount of $36,300,000 on August 3, 2016.
May 12, 2016
Regulatory Action: Capital Market Authority of the Kingdom of Saudi Arabia FinalAbout an affiliate: Goldman Sachs SaudiSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,665 · Begun May 12, 2016 · Resolved May 12, 2016 · Decision · Docket 375/10/2015
In a letter dated May 12, 2016 to Goldman Sachs Saudi arabia ("GSSA") from the kingdom of saudi arabia capital market authority (the "cma"), the cma informed GSSA of a cma decision alleging that there was only one individual associated with GSSA registered with the cma under investment fund management and client portfolio management activities, in alleged violation of cma circular no. t/1/6/9/15, dated June 17, 2015.
Gssa agreed to the payment of a financial penalty to the cma in the amount of 10,000 saudi arabian riyals (SAR), which was paid by submission of a wire on May 23, 2016. The cma's decision stipulated the need for gssa to discuss the matter of the violation at the next meeting of the board of directors of gssa.
Feb 2, 2016
Regulatory Action: The Securities and Futures Commission of Hong Kong FinalAbout an affiliate: Goldman Sachs (Asia) L.L.C.Sanctions: Censure · Begun Feb 2, 2016 · Resolved Feb 2, 2016 · Settled · Docket 6209/2014
The Securities and Futures Commission of Hong Kong ("SFC") censured Goldman Sachs (Asia) L.L.C. ("GS ASIA") in respect to GS ASIA's failure, while acting as a financial advisor in relation to a voluntary general securities offering of an issuer, to (I) disclose its dealings in the relevant securities between November 8, 2013 and January 6, 2014, (II) seek, during the offer period, the SFC's consent prior to dealing in principal trades in the relevant securities of the issuer which fell outside the scope of dealings covered by the exempt principal trading and exempt fund manager status granted to certain Goldman Sachs entities and, (III) comply with certain requirements in relation to research reports on the issuer, in breach of rules 22, 21.5, note 4 to rule 8.1 and 10 of the code on takeovers and mergers.
The SFC issued a public censure of GS asia dated February 2, 2016 (the "censure"). In deciding the censure, the SFC took into account Goldman Sachs' cooperation and self-reporting of the breaches.
Dec 8, 2015
Regulatory Action: Swiss Federal Department of Finance FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Other; Reparation payment · Fine: $20,350 · Begun Dec 8, 2015 · Resolved Dec 8, 2015 · Consent · Docket 442.2-164/194
The federal department of finance ("FDF") of the Swiss confederation alleged that The Goldman Sachs Group, inc. ("GS group") published twice an incomplete notification regarding the firm's holdings in certain securities in the period between December 12, 2013 and February 12, 2014, and published delayed notification of the firm's qualified shareholding in certain securities exceeding the notification threshold in the period between August 19, 2014 and August 8, 2015, each in alleged infringement of article 41 of the Swiss federal act on stock exchanges and securities trading ("SESTA").
Without admitting any intentional infringement of sesta articles or wrongdoing, GS group entered into a settlement agreement with FDF on December 8, 2015, and consented to a payment to the Swiss confederation in the amount of CHF20,000, which amount was paid on December 18, 2015.
Nov 23, 2015
Regulatory Action: Federal Financial Supervisory Authority of Germany FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1.2M · Begun Aug 12, 2015 · Resolved Nov 23, 2015 · Decision · Docket WA 17-WP 3120-2012/0035 - 3121-2014/0027
The Federal Financial Supervisory Authority of Germany (bundesanstalt fÜr finanzdienstleistungsaufsicht "BAFIN") alleged certain breaches by Goldman Sachs international ("GSI") of the ownership threshold notification requirements of sections 21, 25 and 25a of the german securities trading act (wertpapierhandelsgesetz - "WPHG").
BAFIN imposed a monetary penalty on gsi of 1,107,503.50 euros in the aggregate, representing an administrative fine of 1,100,000 euros and procedural expenses of 7,503.50 euros, which amount was paid on December 18, 2015.
Oct 28, 2015
Regulatory Action: New York State Department of Financial Services FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Civil and Administrative Penalt(ies) /Fine(s); Undertaking · Fine: $50.0M · Begun Oct 28, 2015 · Resolved Oct 28, 2015 · Order
The New York State Department of Financial Services (the "DFS") has alleged that: (a) a former associate of Goldman, Sachs & co. (together with The Goldman Sachs Group, inc., "Goldman Sachs") engaged in the theft of DFS confidential supervisory information, and that a former Goldman Sachs managing director improperly received this information without reporting it; and (b) Goldman Sachs failed: (I) to effectively supervise the associate to prevent this theft from occurring; (II) to implement and maintain adequate policies and procedures relating to post-employment restrictions for former government employees; and (III) to implement and maintain sufficient policies and procedures to ensure compliance with New York state banking law section 36(10) ("section 36(10)"), specifically with respect to Goldman Sachs' unauthorized possession and distribution of DFS confidential supervisory information.
Goldman Sachs and the DFS entered into a consent order under New York state banking law sections 39 and 44 on October 28, 2015 (the "consent order"), pursuant to which Goldman Sachs: (a) voluntarily will not accept any new engagements that would require the DFS to authorize the disclosure of confidential supervisory information under section 36(10) to Goldman Sachs during the three-year period following the date of the consent order; (b) agreed to implement reforms to its policies and procedures that are reasonably designed to prevent the improper use of confidential supervisory information under section 36(10), including: (I) policies and procedures reasonably designed to ensure the protection and proper handling of confidential supervisory information under section 36(10); (II) confirming that, to the best of Goldman Sachs' knowledge, as of the date of the consent order, Goldman Sachs had not accepted any engagements that would require the DFS to authorize the disclosure of confidential supervisory information under section 36(10); (III) policies and procedures reasonably designed to ensure that Goldman Sachs is aware of applicable post-employment restrictions for former government employees hired after the date of the consent order who have left the government within the past five years and that Goldman Sachs has taken steps necessary to address compliance with those restrictions; (IV) processes to monitor the assignment of such former government employees to prevent violations of post-employment restrictions and protect confidential supervisory information under section 36(10); and (v) processes to monitor the use of email to address the misuse of confidential material under section 36(10); and (c) paid a civil monetary penalty in the amount of $50 million on November 9, 2015.
Oct 19, 2015
Regulatory Action: ICE Clear Credit LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $7,000 · Begun Oct 6, 2015 · Resolved Oct 19, 2015 · Consent · Docket 2015-404B-038
ICE Clear Credit, LLC ("ICC") alleged that during the month of September 2015, Goldman Sachs international ("GSI") failed to submit seven (7) index end of day prices in accordance with ICC rules and procedures, in alleged violation of ICC rule 404(b).
Icc made a summary assessment against gsi in the amount of $7,000, which amount is direct debited in the next icc monthly clearing fee invoice.
Aug 11, 2015
Regulatory Action: ICE Futures U.S., Inc. FinalAbout an affiliate: J. Aron & CompanySanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist · Fine: $35,000 · Begun Aug 11, 2015 · Resolved Aug 11, 2015 · Consent · Docket 2014-111
An ICE Futures U.S., Inc. ("IFUS") subcommittee of the business conduct committee (the "BCC subcommittee") determined that J. Aron & Company ("j. Aron") may have violated IFUS rule 6.20(b) in one (1) instance by carrying a position in excess of applicable spot month position limits.
Without admitting or denying any violation of ifus rules, j. Aron entered into a settlement agreement, which was approved by the BCC subcommittee, in which j. Aron: (I) agreed to cease and desist from future violations of ifus rule 6.20(b); and (II) consented to a fine in the amount of $35,000, which was paid by submission of a wire on September 2, 2015.
Jul 22, 2015
Regulatory Action: Anbima AssociaÇÃO Brasileira Das Entidades Dos Mercados Financeiro E de Capitais FinalAbout an affiliate: Goldman Sachs Do BrasilSanctions: Civil and Administrative Penalt(ies) /Fine(s); Undertaking · Fine: $144,982 · Begun Jul 22, 2015 · Resolved Jul 22, 2015 · Settled · Docket 005/2015
Anbima AssociaÇÃO Brasileira Das Entidades Dos Mercados Financeiro E de Capitais ("Anbima") filed a proceeding for investigation of irregularities ("PAI") to investigate whether Goldman Sachs Do Brasil banco mÚltiplo S.A. ("GSBR") may have violated article 27, paragraph 3, v of the Anbima code of regulation and best practices to investment funds (cÓdigo Anbima de regulaÇÃo e melhores PRÁticas para fundos de investimento, "Anbima's code of funds") in connection with GSBR's tax treatment of payments of interest on capital in connection with stock lending trades involving a brazilian investment fund managed by GSBR (the "fund").
Without admitting or denying the rule violation, Anbima and GSBR entered into a settlement agreement on July 22, 2015, in which GSBR agreed to: (I) ensure full compliance with all provisions of the Anbima's code of funds, specifically with respect to matters relating to the pai; (II) adopt additional internal controls relating to governance and management of the fund and conduct related training with submission to Anbima of a list of attendees of the training once completed; (III) refrain from preparation of any material for distribution, solicitation, advertisement or any other material intended to solicit new shareholders for the fund; and (IV) refrain from using the fund's performance track record in the marketing material of any other fund managed by GSBR for a period of twelve (12) months. In addition, GSBR agreed to make a financial payment to Anbima in the amount of five hundred thousand reais (BRL$500,000.00), which amount was paid by GSBR on August 3, 2015.
Jul 14, 2015
Regulatory Action: ICE Clear Credit LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $127,000 · Begun Jul 8, 2015 · Resolved Jul 14, 2015 · Consent · Docket 2015-404B-021
ICE Clear Credit LLC ("ICC") alleged that during the month of June 2015, Goldman Sachs international ("GSI") failed to submit certain single name end of day prices and certain index prices in accordance with ICC rules and procedures, in alleged violation of ICC rule 404(b).
Icc made a summary assessment against gsi in the amount of $127,000, which amount was direct debited in an icc monthly clearing fee invoice.
Jun 17, 2015
Regulatory Action: Capital Market Authority of the Kingdom of Saudi Arabia FinalAbout an affiliate: Goldman Sachs SaudiSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,666 · Begun Jun 17, 2015 · Resolved Jun 17, 2015 · Decision · Docket 161/4/2015
In a letter dated June 17, 2015 to Goldman Sachs Saudi arabia ("GSSA") from the kingdom of saudi arabia capital market authority (the "cma"), the cma informed GSSA of a cma decision alleging that GSSA was late in notifying the cma of the resignation of GSSA's chief executive officer, in alleged violation of article 15 paragraph a of the cma licensees regulations.
Gssa agreed to the payment of a financial penalty to the cma in the amount of 10,000 saudi arabian riyals (SAR), which was paid by submission of a wire on July 5, 2015. The cma's decision stipulated the need for gssa to discuss the matter of the violation at the next meeting of the board of directors of gssa and to notify the cma of the board's response in this regard.
Mar 18, 2015
Regulatory Action: Anbima AssociaÇÃO Brasileira Das Entidades Dos Mercados Financeiro E de Capitais FinalAbout an affiliate: Goldman Sachs Do BrasilSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $6,138 · Begun Mar 18, 2015 · Resolved Mar 18, 2015 · Settled
Anbima AssociaÇÃO Brasileira Das Entidades Dos Mercados Financeiro E de Capitais ("Anbima") alleged that, certain brazilian financial institutions, including Goldman Sachs Do Brasil banco mÚltiplo S.A. ("Offering coordinators") acting in a public offering (the "offering") of equity securities of the brazilian issuer oi S.A. (The "issuer"), failed to appropriately disclose certain relationships in the offering materials associated with certain offering coordinators being creditors and security holders of the issuer who used part of the proceeds from the offering to amortize such loans (partially or totally), in alleged contravention of article 10 of the Anbima code of regulation and best practices to public offerings (cÓdigo Anbima de regulaÇÃo e melhores PRÁticas para ofertas pÚblicas de distribuiÇÃo e aquisiÇÃo de valores mobiliÁrios, "Anbima's code").
Anbima and the offering coordinators entered into a settlement agreement on March 18, 2015, in which the offering coordinators agreed to prepare an educational material and schedule internal workshops to be presented by representatives from Anbima to the investment banking team of each offering coordinator on the rules of Anbima's code. In addition, the offering coordinators agreed to a financial payment to Anbima, Goldman Sachs Do Brasil banco mÚltiplo S.A.'S portion of which was BRL$18,894.83, which amount will be paid by Goldman Sachs Do Brasil banco mÚltiplo S.A. Upon receipt of an invoice.
Feb 17, 2015
Regulatory Action: ComisiÓN Nacional Bancaria Y de Valores of the United Mexican States (Mexican National Banking and Securities Commission) FinalAbout an affiliate: Goldman Sachs MÉXico,Sanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $17,274 · Begun Feb 17, 2015 · Resolved Feb 17, 2015 · Decision · Docket 211/21378/2015
On February 17, 2015, the mexican national banking and securities commission notified Goldman Sachs MÉXico, casa de bolsa, S.A. De C.V. ("GS mexico") of its decision to impose an administrative penalty for the failure by GS mexico to timely file a quarterly report of U.S. dollar cash transactions effected during the first quarter of 2014 in accordance with section 35 of the new general guidelines to article 212 of the mexican securities market law (nuevas disposiciones de carÁcter general a que se refiere el artÍculo 212 de la ley del mercado de valores).
The mexican national banking and securities commission imposed an administrative financial penalty on GS mexico in the amount of MXN$269,160, which amount was paid by submission of a wire on March 10, 2015.
Nov 24, 2014
Regulatory Action: ICE Futures U.S., Inc. FinalAbout an affiliate: J. Aron & CompanySanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist; disgorgement · Fine: $20,000 · Begun Nov 24, 2014 · Consent · Docket 2013-155
ICE Futures U.S., Inc. ("IFUS") business conduct committee ("BCC") determined that J. Aron & Company ("j. Aron") may have, in one (1) instance, exceeded the spot month speculative position limit established by IFUS in an energy futures contract during contract expiration, in alleged violation of IFUS rule 6.20(b).
Without admitting or denying any violation of ifus rules, j. Aron entered into a settlement agreement, which was approved by the BCC, in which j. Aron: (I) agreed to cease and desist from future violations of ifus rule 6.20(b); and (II) consented to a monetary payment of $82,064 in the aggregate, consisting of a fine in the amount of $20,000, and disgorgement of profits in the amount of $62,064, both of which were paid by submission of a wire on November 26, 2014.
Nov 12, 2014
Regulatory Action: ICE Clear Credit LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $20,000 · Begun Nov 12, 2014 · Resolved Nov 12, 2014 · Decision · Docket 2014-404B-025
ICE Clear Credit, LLC ("ICE") alleged that during the month of September, 2014, Goldman Sachs international ("GSI") failed to submit fifty-four (54) single name end of day prices in accordance with ICE rules and procedures, in alleged violation of ICE rule 404(b).
ICE made a summary assessment against gsi in the amount of $20,000, which was finalized by notice dated November 12, 2014. The assessment amount was billed in an ICE monthly clearing fee invoice, and was paid on December 18, 2014.
Oct 27, 2014
Regulatory Action: Swiss Federal Department of Finance FinalAbout an affiliate: Goldman SachsSanctions: Other; Reparation payment · Fine: $20,842 · Begun Oct 27, 2014 · Resolved Oct 27, 2014 · Consent · Docket 442.2-126
The federal department of finance ("FDF") of the Swiss confederation alleged that Goldman Sachs international ("GSI") was late in publishing a drop below a notifiable threshold in the firm's holdings in a qualified interest in certain securities in the period between September 25, 2012, and December 20, 2012, in alleged infringement of article 41 of the Swiss federal act on stock exchanges and securities trading (SESTA).
Without admitting any intentional infringement of sesta articles or wrongdoing, gsi entered into a settlement agreement with FDF on October 27, 2014, and consented to a payment to the Swiss confederation in the amount of CHF20,000, which amount was paid on November 4, 2014.
Jun 24, 2014
Regulatory Action: ICE Clear Credit LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $18,000 · Begun Jun 9, 2014 · Resolved Jun 24, 2014 · Consent · Docket 2014-404B-007
ICE Clear Credit, LLC ("ICE") alleged that during the month of may, 2014, Goldman Sachs international ("GSI") failed to submit seventy-two (72) single name and eight (8) index end of day prices in accordance with ICE rules and procedures, in alleged violation of ICE rule 404(b).
ICE made a summary assessment against gsi in the amount of of $18,000. The assessment amount was billed in an ICE monthly clearing fee invoice, and was paid on July 17, 2014.
Jan 31, 2014
Regulatory Action: ICE Clear Credit LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Jan 3, 2014 · Resolved Jan 31, 2014 · Consent · Docket 2013-404B-57
ICE Clear Credit, LLC ("ICE") alleged that during the month of December, 2013, Goldman Sachs international ("GSI") failed to submit seventy-two (72) single name end of day prices in accordance with ICE rules and procedures, in alleged violation of ICE rule 404(b).
ICE made a summary assessment against gsi in the amount of $10,000, which was billed in an ICE monthly clearing fee invoice dated January 31, 2014, and paid on February 20, 2014.
Nov 11, 2013
Regulatory Action: CME Group, Inc. FinalAbout an affiliate: J. Aron & CompanySanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun Nov 11, 2013 · Resolved Nov 11, 2013 · Consent · Docket RSRH-13-1419-1480-1481
CME Group, Inc. ("CME") market regulation found reporting infractions with respect to J. Aron & Company's (the "company") reporting of certain block trades, including: (I) late reporting of certain block trades to the chicago mercantile exchange during March and April, 2013; (II) entering trades into the CME clearport platform on one date as outright transactions where it appeared from audit trail documents they were spread transactions and with execution times not supported by such supporting documents; and (III) reporting a block transaction to the New York mercantile exchange (NYMEX) facilitation desk, while audit trail documents suggested that the order was executed in increments, each in alleged violation of CME rule 526.f.
The CME imposed a fine in the amount of $2,500, which was paid by submission of a wire on November 19, 2013.
Nov 4, 2013
Regulatory Action: ICE Clear Credit LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Oct 3, 2013 · Resolved Nov 4, 2013 · Consent · Docket 2013-404B-020
ICE Clear Credit, LLC ("ICE") alleged that during the month of September, 2013, Goldman Sachs international ("GSI") failed to submit eighteen (18) single name end of day prices in accordance with ICE rules and procedures, in alleged violation of ICE rule 404(b).
ICE made a summary assessment against gsi of $10,000, which was made final on November 4, 2013. The assessment amount was billed in an ICE monthly clearing fee invoice, and was paid on November 20, 2013.
Jul 3, 2013
Regulatory Action: ICE Clear Credit LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $10,000 · Begun Jun 6, 2013 · Resolved Jul 3, 2013 · Consent · Docket 2013-404B-008
ICE Clear Credit, LLC ("ICE") alleged that during the month of may, 2013, Goldman Sachs international ("GSI") failed to submit nine (9) single name end of day prices in accordance with ICE rules and procedures, in alleged violation of ICE rule 404(b).
ICE made a summary assessment against gsi of $10,000, which was made final on July 3, 2013. The assessment amount was billed in an ICE monthly clearing fee invoice, and was paid on July 17, 2013.
Feb 28, 2013
Regulatory Action: Board of Governors of the Federal Reserve System FinalAbout an affiliate: The Goldman Sachs Group,Sanctions: Cease and Desist; Disgorgement; restitution · Begun Sep 1, 2011 · Resolved Feb 28, 2013 · Consent · Docket 11-112-B-HC/SM
The Board of Governors of the Federal Reserve System (the "Federal Reserve") alleged that, prior to September 1, 2011, The Goldman Sachs Group, inc. ("GS group") and Goldman Sachs bank USA ("GS bank") engaged in a pattern of misconduct and negligence ( ) ( ) relating to deficient practices in residential mortgage loan servicing and foreclosure processing involving LITTON loan servicing LP ("LITTON"), a former subsidiary.
Without admitting or denying the allegations, GS group, GS bank and the Federal Reserve entered into the amended consent, which provides for the termination of the independent foreclosure review under the consent and calls for GS group and GS bank, in coordination with the 12 other financial institutions with mortgage loan servicing operations that have also agreed to amend their respective orders, to ensure that the fund is established, from which payments will be made pursuant to a distribution plan developed by the regulators. The amended consent provides for GS group and GS bank to: (I) make a cash payment that collectively totals $135 million into the fund for distribution by the regulators in their discretion to certain eligible borrowers whose residential mortgage loan on their primary residence was serviced by GS bank, through litton, and who were subject to a foreclosure action or proceeding that was pending or completed any time from January 1, 2009 to December 31, 2010; (II) collectively provide certain loss mitigation or other foreclosure prevention that collectively totals $195 million, with preference given to activities designed to keep borrowers in their homes through affordable, sustainable and meaningful home preservation actions; and (III) as applicable, submit policies and procedures acceptable to the Federal Reserve and submit certain reports to the Federal Reserve within the applicable time periods set forth in the amended consent. On March 11, 2013, GS group and GS bank made a cash payment into the fund, as provided in the amended consent, by submission of a wire in the amount of $135 million.
Aug 7, 2012
Regulatory Action: Capital Market Authority of Saudi Arabia FinalAbout an affiliate: Goldman Sachs SaudiSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $23,999 · Begun Aug 7, 2012 · Resolved Aug 7, 2012 · Consent · Docket 7/4498
In a letter dated August 7, 2012 to Goldman Sachs Saudi arabia ("GSSA") from the kingdom of saudi arabia capital market authority (the "cma"), with reference to the periodic inspection visit paid to GSSA by cma between January 7, 2012 to January 25, 2012, cma informed GSSA of a board of cma resolution (the "resolution"), alleging: (a) a lack of a compliance officer at GSSA from August 14, 2010 to February 13, 2011; (b) the lack of a bank account with a local bank for the purpose of keeping the funds of cma clients; (c) non-disclosure to a cma client of certain fees and commissions charged before providing certain securities services to the client; (d) not including in the custodian's agreement signed with certain branches of GSSA certain conditions stated in the paragraph referred to; and (e) not setting appropriate measures to maintain a clear and appropriate division of responsibilities among the members of the board of directors, partners or senior management of cma, in alleged violation of articles 20(b)(3), 10(c), 46, 89(a) and 53(a), respectively, of the cma authorized persons regulations.
Without admitting or denying the allegations, gssa agreed to the payment of a financial penalty to the cma in the amount of 90,000 saudi riyals (SR), which was paid by submission of a wire on August 29, 2012. The resolution stipulated it is necessary to discuss the matter of violations at the next meeting of the board of directors of gssa to set the measures and mechanisms required to prevent reoccurrence in the future.
May 23, 2012
Regulatory Action: Illinois Department of Financial and Professional Regulation, Division of Banking FinalAbout an affiliate: MTGLQ Investors, L.P.Sanctions: Civil and Administrative Penalt(ies) /Fine(s); Denial; refusal to renew license · Fine: $4,500 · Begun May 23, 2012 · Resolved May 23, 2012 · Order · Docket 2012-MBR-11
The state of Illinois Department of Financial and Professional Regulation, Division of Banking (the "department"), alleged that: (I) in its application to renew its residential mortgage license for 2011 and 2012, MTGLQ Investors, L.P. ("MTGLQ") submitted deficient financial statements, and (II) MTGLQ did not respond to notices from the department notifying MTGLQ of these deficiencies and certain additional deficiencies, nor did it otherwise remedy the noted deficiencies. As a result the department alleged that MTGLQ violated sections 2-2, 2-4(d) & (t), 2-6, 3-2, 3-5, and 4-5(I)(11) & (17) of the Illinois residential mortgage license act of 1987 (the "act") and sections 1050.320 and 1050.430 of the rules promulgated under the act.
MTGLQ has not conducted any activity requiring the Illinois license since May 23, 2012 and has requested the department to rescind the order and renew its license.
May 23, 2012
Regulatory Action: Illinois Department of Financial and Professional Regulation, Division of Banking FinalAbout an affiliate: MTGLQ Investors, L.P.Sanctions: Civil and Administrative Penalt(ies) /Fine(s); Denial; refusal to renew license · Fine: $4,500 · Begun May 23, 2012 · Resolved May 23, 2012 · Order · Docket 2012-MBR-11
The state of Illinois Department of Financial and Professional Regulation, Division of Banking (the "department"), alleged that: (I) in its application to renew its residential mortgage license for 2011 and 2012, MTGLQ Investors, L.P. ("MTGLQ") submitted deficient financial statements, and (II) MTGLQ did not respond to notices from the department notifying MTGLQ of these deficiencies and certain additional deficiencies, nor did it otherwise remedy the noted deficiencies. As a result the department alleged that MTGLQ violated sections 2-2, 2-4(d) & (t), 2-6, 3-2, 3-5, and 4-5(I)(11) & (17) of the Illinois residential mortgage license act of 1987 (the "act") and sections 1050.320 and 1050.430 of the rules promulgated under the act.
MTGLQ has not conducted any activity requiring the Illinois license since May 23, 2012 and requested that the department rescind the order and renew its license. By order dated October 26, 2012, the department rescinded the prior order, and acknowledged that MTGLQ has completed its residential mortgage license renewal application for calendar year 2012 and is in compliance with the act.
May 21, 2012
Regulatory Action: ICE Clear Credit LLC FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $40,000 · Begun Apr 13, 2012 · Resolved May 21, 2012 · Consent · Docket 2012-404B-017
ICE Clear Credit, LLC ("ICE") alleged that during the month of March, 2012, Goldman Sachs international ("GSI") failed to submit seventy-two single name end of day prices in accordance with ICE rules and procedures, in alleged violation of ICE rule 404(b).
ICE made a summary assessment against gsi of $40,000, which was made final on May 21, 2012. The assessment amount was billed in an ICE monthly clearing fee invoice, and was paid by submission of a wire on June 7, 2012.
Apr 24, 2012
Regulatory Action: Hong Kong Stock Exchange FinalAbout an affiliate: Goldman Sachs StructuredSanctions: Censure · Begun Feb 8, 2012 · Resolved Apr 24, 2012 · Settled
In a letter to Goldman Sachs Structured products (ASIA) limited ("GSSPA") dated February 8, 2012, the stock exchange of Hong Kong limited ("HKEX") listing division (the "division") informed GSSPA that, having reviewed certain facts and circumstances regarding four nikkei linked warrants issued by GSSPA on February 17, 2011 (the "warrants"), the division was of the view that GSSPA had breached certain provisions in the listing agreement between GSSPA and HKEX (the "listing agreement") and the HKEX listing rules due to errors in the listing documentation and for not requesting a trade suspension of the warrants as soon as reasonably practicable on March 31, 2011.
The division's assertions were referred to the committee. Without admitting or contesting the division's assertions, gsspa entered into a settlement agreement with hkex, which was endorsed by the committee on April 24, 2012, in which hkex censured gsspa for having breached certain provisions in the listing agreement. In considering the overall sanction to be imposed on gsspa, the committee took into account that: (I) this was an isolated incident, there being no record of an earlier failure of this nature by gsspa; (II) the errors appeared to result from human error rather than a systemic failure; (III) the warrants had, despite certain errors, traded in accordance with their intended economics for a period of approximately six weeks from their issuance prior to March 31, 2011 with no unusual price movements; (IV) gsspa notified hkex of the errors promptly and prior to the opening of the market on March 31, 2011, and thereafter maintained a frequent and candid dialogue with hkex; (v) gsspa cooperated with hkex, including agreeing to a trading suspension when the suggestion was made by hkex on March 31, 2011; (VI) there was no precedent for requesting a suspension from trading of Hong Kong listed warrants in these circumstances; (VII) the trading activity that resulted in unusual price movement on March 31, 2011 did not involve gsspa as liquidity provider or in any other capacity; (VIII) gsspa offered compensation to all affected investors through a buyback program; (IX) gsspa had certain internal controls in place for document review at the relevant time and has since implemented remedial measures addressing hkex's regulatory concerns; (x) gsspa has been a very active participant in the warrants industry working group formed to consider issues, including the standardization of documentation, so as to ensure the continuing success and high standards of the Hong Kong warrants market; (XI) gsspa voluntarily withdrew from issuing new warrants from April to November 2011 and focused on resolving this incident; and (XII) gsspa fully cooperated with the division throughout its investigation and has a clean disciplinary record.
Dec 14, 2011
Regulatory Action: Australian Securities Exchange FinalAbout an affiliate: Goldman Sachs AustraliaSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $49,520 · Begun Aug 12, 2011 · Resolved Dec 14, 2011 · Decision · Docket E2010029
In a contravention notice dated August 12, 2011 (the "notice"), the Australian Securities Exchange ("ASX") alleged that, during the period from November 4, 2009 to August 6, 2010 (the "relevant contravention period"), (I) Goldman Sachs Australia pty LTD ("GS Australia", formerly known as Goldman Sachs & partners Australia pty LTD) contravened ASX market rule 7.11.1 by failing to comply with the relevant provisions of the Australian corporations act (and its accompanying regulations) governing the keeping and treatment of money paid, or property given, to GS Australia in connection with services provided to, or products held by, clients of GS Australia, and (II) GS Australia contravened ASX market rule 7.11.10 by failing to perform a reconciliation in relation to the relevant trust account in the time, form and manner required by the ASX.
The alleged contraventions were referred to the tribunal for determination. On December 14, 2011, the tribunal determined that GS Australia contravened asx market rules 7.11.1 and 7.11.10 during the relevant contravention period in the manner alleged in the notice, and imposed of a fine of au$50,000, plus tax. In determining the penalty, the tribunal took into account that: (I) GS Australia has previous disciplinary history, not withstanding that GS Australia has no disciplinary history regarding the matters relevant to the misconduct; (II) the relevant conduct had the potential to damage the reputation and integrity of the asx and the market and facilities it operates; (III) the misconduct was self-reported in a timely and comprehensive manner; (IV) GS Australia fully co-operated with asx in relation to the conduct of its investigation into the contraventions; (v) GS Australia agreed at the earliest opportunity not to contest the contraventions; (VI) the misconduct was unintentional and in a number of cases the conduct was the responsibility of an unrelated third party; (VII) at no stage was any market transaction not enabled because of the misconduct; (VIII) there was no commercial advantage or financial benefit obtained because of the misconduct; (IX) there were no losses suffered by clients, or compensation claims or complaints made by clients in relation to the contraventions and (x) GS Australia promptly implemented remedial measures to seek to prevent any recurrence of the contravening conduct.
Sep 8, 2011
Regulatory Action: Central Bank of Ireland FinalAbout an affiliate: Goldman Sachs BankSanctions: Civil and Administrative Penalt(ies) /Fine(s); Reprimand · Fine: $219,360 · Begun Apr 11, 2011 · Resolved Sep 8, 2011 · Settled · Docket ASP/GSBE/BSD
On April 11, 2011, the Central Bank of Ireland (the "central bank") provided Goldman Sachs Bank (EUROPE) P.L.C. ("GSBE") a notice of commencement of examination (the "notice"), pursuant to part iiic of the irish central bank act of 1942 (the "act"), in connection with central bank concerns that GSBE may have committed certain prescribed contraventions for the purpose of section 33ao(1) of the act. The prescribed contraventions cited by the central bank are that from in or around December 2008 to October 2010, GSBE failed: (I) to have or to implement, any, or any effective, processes to identify, manage, monitor or report the counterparty risks it was or might have been exposed to, in alleged contravention of regulation 16(3)(b) of the european communities (licensing and supervision of credit institutions) regulations 1992 (the "regulations"), and (II) to have or maintain any or adequate internal control mechanism to identify that the capital adequacy tracking system-counterparty risk requirement application was incorrectly calculating the regulatory capital requirements, in alleged contravention of regulation 16(3)(c) of the regulations.
On September 8, 2011, gsbe entered into a settlement agreement (the "settlement agreement") with the central bank in relation to breaches of the regulations, relating to gsbe's failure, during the period from July 16, 2008 to December 17, 2010, to comply with: (I) regulation 16(3)(b) of the regulations, in that gsbe's processes failed to manage, monitor and report accurately its regulatory counterparty risk capital requirement, and (II) regulation 16(3)(c) of the regulations, in that gsbe's internal control mechanism failed to identify that its regulatory counterparty risk capital requirement was incorrectly calculated. Gsbe agreed to a reprimand and to the payment of a monetary penalty to the central bank in the amount of 160,000.00 euros, which amount was paid by submission of a wire on September 14, 2011. The settlement agreement specifically states that the error at issue did not result in any breach of the capital adequacy ratios and no counterparties were impacted and that, in deciding the appropriate penalty to impose, the central bank took into account: (I) the regulatory capital maintained by gsbe between July 16, 2008 to December 17, 2010 was at all times in excess of its capital requirements, (II) gsbe self reported the issue to the central bank and has taken appropriate remedial steps to rectify the breaches and (III) the cooperation of gsbe during the investigation and in settling at an early stage in the administrative sanctions procedure. The central bank confirms that the matter is closed.
Aug 30, 2011
Regulatory Action: Bourse de MontrÉAl Inc. FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $50,838 · Begun Jun 28, 2011 · Resolved Aug 30, 2011 · Decision
In an originating notice to Goldman Sachs international ("GSI") dated June 28, 2011, and received by GSI on July 1, 2011, the Bourse de MontrÉAl Inc. (the "Bourse") alleged that, during the period from May 27, 2008 to November 2, 2010, GSI provided certain personnel access to the electronic trading system of the Bourse without having obtained the prior approval of the Bourse, in alleged contravention of section a) of article 6366 of the rules of the Bourse.
By way of an offer of settlement approved on August 30, 2011 by the special committee - regulatory division of the Bourse, gsi agreed to pay a fine in the amount of cad$50,000, as well as an additional amount of cad$2,500 for costs, which amount was paid by submission of a wire on September 22, 2011. As indicated in a circular published by the Bourse on September 7, 2011: (I) gsi did not have any prior disciplinary record with the Bourse, and provided the Bourse with full cooperation throughout its inquiries and (II) gsi's actions did not result in any harm or financial loss to customers or to other approved participants, nor did it give rise to a financial gain to gsi or its employees.
Jul 18, 2011
Regulatory Action: Federal Financial Supervisory Authority of Germany FinalAbout an affiliate: GS Equity Markets, L.P.Sanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $13,275 · Begun Jun 29, 2011 · Resolved Jul 18, 2011 · Decision · Docket GZ: WA 17-WP 3120-2009/0236 2011/0363267
The Federal Financial Supervisory Authority of Germany (bundesanstalt fÜr finanzdienstleistungsaufsicht "BAFIN") alleged a negligent breach of supervisory duties in contravention of certain shareholder disclosure requirements of section 21 (1) of the securities trading act (wertpapierhandelsgesetzes - WPHG) against GS Equity Markets, L.P. ("GSEM").
BAFIN imposed a monetary penalty on gsem of 9,453.50 euros in the aggregate, representing an administrative fine of 9,000 euros and procedural expenses of 453.50 euros, which amount was paid on July 18, 2011.
Jun 9, 2011
Regulatory Action: ICE Futures Europe FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $40,465 · Begun Jun 2, 2011 · Resolved Jun 9, 2011 · Consent · Docket 011191
On January 28, 2011, monitoring by ICE Futures Europe (the "exchange") detected six notable "price spikes" in the APRIL11 brent/wti spread that were investigated by the exchange and found to be the result of a limit order and several large market orders placed in quick succession by a Goldman Sachs trader at the request of his client, in alleged breach of exchange rule G.20.
As indicated in a circular published by the exchange on June 17, 2011 (the "circular"), on June 2, 2011 the exchange's authorisation, rules and conduct committee (the "committee") summarily concluded: (I) the behavior of gsi and its client to be a clear case of disorderly trading, in that the distorting price impact of the placement of such large orders in close proximity was not considered, and (II) both gsi and its client to be at fault in the matter, emphasizing that all exchange members have a responsibility to trade in an orderly fashion at all times, whether on their own behalf or on behalf of a client. Gsi did not seek to appeal the committee's findings and paid the fine on June 17, 2011. The circular also specifically states that while the committee considered the breach to be of a serious nature, the committee found no evidence of intentional manipulation of the market. Gsi provided the exchange with full cooperation throughout its inquiries.
Oct 20, 2010
Civil Judicial Action PendingAbout an affiliate: The Goldman Sachs Group,Sanctions: Civil Penalty(ies)/Fine(s); Disgorgement, injunction, restitution, equitable relief · Begun Oct 20, 2010
On October 20, 2010, the los angeles city attorney's office filed a civil action in the superior court of the state of California, county of los angeles, central district, against The Goldman Sachs Group, inc. ("GS group"), a control affiliate of the applicant, and healthmarkets, inc. ("healthmarkets"), among others. The complaint is generally directed at alleged practices by healthmarkets and various of its affiliates in connection with structuring and marketing insurance products, but also names GS group and blackstone group L.P. as the alleged owners and "alter egos" of healthmarkets. Certain affiliates of GS group own a minority interest in healthmarkets. The complaint alleges violations of California's unfair competition law and false advertising law, and seeks equitable relief and civil penalties. People of the state of California v. healthmarkets, inc, et. Al., BC447836 (superior court of the state of California, county of los angeles, central district, filed oct. 20, 2010).
Sep 3, 2010
Regulatory Action: Financial Services Authority FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $27.4M · Begun Sep 3, 2010 · Resolved Sep 3, 2010 · Consent
The Financial Services Authority in the UK ("FSA") investigated Goldman Sachs international ("GSI") in relation to (I) the marketing of the synthetic collateralized debt obligation transaction named ABACUS 2007-AC1 ("ABACUS") by GSI, (II) the failure by GSI to notify the FSA of the Securities and Exchange Commission's ("SEC") investigation into ABACUS and (III) GSI's systems and controls with respect to the internal reporting and escalation of regulatory matters.
Gsi agreed to the imposition of a fine by the FSA of GB£17.5 million, which amount was paid on September 15, 2010. As indicated in a notice published by the FSA on September 9, 2010 (the "notice"), in respect of breaches of FSA principles 2, 3 and 11, the FSA included in its 'reasons for the action' that, during the relevant period, which occurred between July 2009 at the latest and April 16, 2010: (I) in breach of FSA principle 2, gsi failed to conduct its business with due skill, care and diligence in relation to its regulatory obligations. Specifically, gsi failed to consider the regulatory reporting obligations for gsi of the SEC investigation, including the Goldman, Sachs & co. wells notice and the MR. fabrice tourre wells notice, (II) in breach of FSA principle 3, gsi failed to take reasonable care to organize and control its affairs responsibly and effectively with adequate policies, procedures, systems and controls in relation to internal communications within the GS group and gsi to enable gsi to fulfill its external regulatory reporting obligations, and (III) in breach of FSA principle 11, gsi failed to disclose the MR. tourre wells notice to the FSA, which was information of which the FSA would reasonably expect notice and which was reasonably material to the assessment of MR. tourre's fitness and propriety to hold a controlled function. The FSA accepted that this failure was not as a result of gsi deliberately withholding information. No finding was made with respect to the marketing of abacus by gsi. As acknowledged in the notice, a program of enhancements to gsi's systems is underway to ensure that all relevant issues are reported to the FSA. A number of improvements have already been made. The notice also specifically states that the breaches it identified were not deliberate, but inadvertent and that they do not reflect adversely on the integrity of gsi or the individuals concerned.
Mar 25, 2010
Regulatory Action: NZX Limited FinalAbout an affiliate: Goldman Sachs Jbwere (NZ)Sanctions: Civil and Administrative Penalt(ies) /Fine(s); Costs; agreement to review related customer complaint · Fine: $30,000 · Begun Mar 25, 2010 · Settled · Docket NZMDT 001/10
NZX Limited ("NZX") alleged that Goldman Sachs Jbwere (NZ) limited ("jbwere (NZ)") breached NZX participant rules 11.3.1 and 8.1.1(c) by failing to bring a client's order to market and by inaccurately advising the same client that its order had been placed.
The NZX and jbwere (NZ) agreed to settlement terms that were approved by the NZ markets disciplinary tribunal on May 25, 2010, and on June 22, 2010, jbwere (NZ) paid a monetary penalty in the amount of NZ$30,000 to the NZX.
Feb 16, 2010
Regulatory Action: Nasdaq Omx PHLX, Inc. FinalAbout an affiliate: SLK Hull Derivatives LLCSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $40,000 · Begun Feb 16, 2010 · Resolved Feb 16, 2010 · Stipulation and Consent · Docket ENFORCEMENT NO. 2009-29
Nasdaq Omx PHLX, Inc. (the "exchange") alleged that, during January 1, 2003 through August 3, 2004, and during November 1, 2005 through March 26, 2007, SLK-hull derivatives LLC ("SHD") failed to execute certain incoming orders for various option series at the disseminated price in an amount up to the disseminated size, in alleged violation of exchange rule 1082.
Without admitting or denying the allegations, SHD submitted an offer of settlement, stipulation of facts and consent to sanctions which was accepted by a decision of the business conduct committee of the exchange on February 16, 2010.
Mar 20, 2009
Regulatory Action: NYSE Euronext Liffe Administration and Management FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s); Reprimand · Fine: $17,059 · Begun Nov 13, 2008 · Resolved Mar 20, 2009 · Settled · Docket 20080219GSF
Pursuant to settlement proceedings, NYSE euronext LIFFE ("LIFFE") market services, London ("MSL") alleged that on February 19, 2008, Goldman Sachs international ("GSI"), through the agency of an unregistered individual, procured matching business for two client orders which, in each case, were at a price inside the minimum price movement of the sterling futures contract, and which necessitated the execution of two trades in the same strategy at different price levels to achieve the average price, in alleged violation of LIFFE rule 2.2.3.
Further to the settlement proceedings, and following the reduction of the fine by one third, it was agreed that gsi be fined £5,666, and make a contribution of £6,000 towards the costs incurred as a result of the disciplinary proceeding, in relation to contravention of general notice no. 2515, in respect of facilitating contingent orders which had the effect of achieving a transaction at an average price inside the minimum price movement of the contract concerned. MSL (I) acknowledged that gsi had apologized for the incident and had co-operated fully with MSL during the course of its preliminary investigation, (II) accepted that neither the sales person nor the responsible person involved had benefitted from the execution of the block trades, and that (III) gsi had taken steps, since the incidents, to ensure that all relevant staff were fully aware of the provisions of general notice 2515.
Sep 11, 2007
Regulatory Action: Financial Supervisory Commission of Korea ("FSC") FinalAbout an affiliate: Goldman Sachs AssetSanctions: Censure; Goldman Sachs Asset management korea co., LTD. was issued an institutional warning, required to revise certain internal · Begun Sep 11, 2007 · Stipulation and Consent
The FSC alleged that during the period February 2007 through May 2007 (prior to its acquisition by gsam), mim violated articles 96 and 97 of the indirect investment asset management business act and article 85 of the enforcement decree of the indirect investment asset management business act. The alleged violations arose from certain accounting errors, which were discovered and corrected by mim (including reimbursements to investors and managed funds when warranted), that resulted in the miscalculation of net asset values of certain funds advised by mim.
Gsamk amended its internal controls with regard to calculating net asset value and implemented the other requirements of the institutional warning.
Jul 23, 2007
Regulatory Action: Chicago Board Options Exchange ("CBOE") FinalAbout an affiliate: SLK-Hull Derivatives LLCSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $15,000 · Begun Jul 23, 2007 · Resolved Jul 23, 2007 · Stipulation and Consent · Docket 07-0054
The CBOE alleged that during the period November 2005 through March 2006, SLK-Hull Derivatives LLC ("SHD") violated exchange rule 6.13(b)(I)(c)(III) by entering certain hybrid "m" orders on the same side of the market in violation of the five (5) second time limitation for submitting orders on behalf of the same market maker or account of the same beneficial owners.
Without admitting or denying the allegations, SHD consented to a stipulation of facts and findings and sanction requiring a censure and $15,000 monetary penalty which was accepted by the CBOE on August 7, 2007. Please note, SHD, CRD number 46735, filed form BDW on March 30, 2007 and was merged with and into Goldman Sachs & Co. (CRD number 361).
Sep 8, 2006
Regulatory Action: Securities Exchange Board of India ("Sebi") FinalAbout an affiliate: Goldman SachsSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $216,450 · Begun Sep 8, 2006 · Resolved Sep 8, 2006 · Order · Docket AP/AO-16/2006-07
Sebi found that Goldman Sachs investments (MAURITIUS) I LTD. ("GSIML") violated sebi circular dated aug. 8, 2003, read with regulation 20 of fii regulations, by submitting a false declaration to sebi with respect to the issuance of the off-shore derivative instruments to an overseas corporate body and violated regulation 13(1) of fii regulations by issuing such off-shore derivative instruments to an overseas corporate body.
In compliance with the adjudication order no. ap/AO-16/2006-07, on October 17, 2006, gsiml submitted a penalty payment to sebi in the amount of RS. 10,000,000, or approximately $216,450.22 based on the exchange rate on the resolution date.
Dec 27, 2005
Regulatory Action: Financial Services Agency ("FSA") FinalAbout an affiliate: Goldman Sachs AssetSanctions: Other; Revisions of controls. · Resolved Dec 27, 2005 · Order · Docket 3573
In December of 2005, the regulator for the asset management industry in Japan (the "financial services agency" or "FSA") issued an improvement order to Goldman Sachs Asset management co., LTD. ("GSAMC"), a participating investment advisory affiliate of Goldman Sachs Asset management ("GSAM"), in connection with certain issues identified during a regular examination of GSAMC's operations. Three main issues led to the issuance of the improvement order: (I) a post-trade reallocaiton of cerain securities between discretionary client accounts; (II) a situation involving cross trades between public offering and private placement funds; and (III) a situation involving the offering of japanese public mutual funds prior to the filing of registration statements. These situations resulted in technical violations of certain japanese regulatory requirements.
Gsamc has since revised its controls in these areas. The improvement order did not provide for any fines or suspensions of gsamc or its employees, and it is not anitcipated that the improvement order will materially affect gsamc's ability to provide investment management services to its clients.
Sep 7, 2005
Regulatory Action: CFTC FinalAbout an affiliate: First Options of Chicago,Sanctions: Other; Damages · Fine: $28,600 · Begun Sep 25, 2005 · Resolved Sep 7, 2005 · Order · Docket CFTC DOCKET NO. 02-R078
Scott SEVERANCE ("SEVERANCE") alleged in an action before the CFTC that he was fraudulently induced to open an account with First Options of Chicago, inc. ("FOC") by an FOC employee and a floor broker, and that FOC and the floor broker allegedly engaged in unauthorized trading in the account in connection with its liquidation, in violation of CFTC regulation 166.2, commodities Exchange Act sections 4b and 2(a)(1)(b), and CFTC rule 1.33(b)(1).
On September 25, 2002, severance filed a complaint with the CFTC. The CFTC administrative law judge ("ALJ") imposed joint and several liability for money damages against foc, its employee, and the floor broker, finding among other things that foc had violated commodities Exchange Act sections 4b, 4o(1)(a) and (b), CFTC regulation 166.2 and 166.3, CFTC rule 1.33(b)(1) and was vicariously liable pursuant to section 2(a)(1)(b). On appeal the CFTC upheld the ALJ's decision against foc and the floor broker, but dismissed the complaint as to the foc employee. On September 27, 2005, foc paid the money damages to severance in the amount of $28,600.
May 31, 2001
Regulatory Action: International Securities Exchange FinalAbout an affiliate: Hull Trading Company,; the full record is on the affiliate's own Form ADVSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $5,000 · Begun Apr 5, 2001 · Resolved May 31, 2001 · Other · Docket ISE NO. 2001-0406-01
Hull Trading Company, L.L.C. Is alleged to have violated ise rule 412 (position limits)
Jul 24, 2000
Regulatory Action: SGX-DT FinalAbout an affiliate: Goldman Sachs Futures PteSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $250 · Begun Jul 24, 2000 · Resolved Jul 24, 2000 · Settled · Docket N/A
Goldman Sachs Futures Pte LTD. (a subsidiary of Goldman Sachs & Co.) failed to impose margins on one customer, violating SGX-DT rule 822-customer margins, SGX-DT rule 415(f)-failure to provide information in GSFS's monthly submission of its credit facilities obtained from financial institutions, and SGX-DT rule 3500-failure to obtain a dated disclaimer statement from one customer on SGX-DT msci taiwan stock index futures.
Goldman Sachs Futures Pte LTD. (a subsidiary of Goldman Sachs & Co.) failed to impose margins on one customer, violating SGS-DT rule 822-customer margins, SGX-DT rule 415(f)-failure to provide information in GSFS's monthly submission of its credit facilities obtained from financial institutions, and SGX-DT rule 3500-failure to obtain a dated disclaimer statement from one customer on SGX-DT msci taiwan stock index futures.a 250 Singapore dollar fine was imposed for violation of SGX-DT rule 822. There were no fines imposed for violations of rules SGX-DT rule 415(f) and SGX-DT rule 3500.
Jul 24, 2000
Regulatory Action: Singapore Exchange Derivative Trading Limited FinalAbout an affiliate: Goldman Sachs FuturesSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $250 · Begun Jun 26, 2000 · Resolved Jul 24, 2000 · Settled
Goldman Sachs Futures (Singapore) pte LTD failed to impose margins on one customer, violating SGX-DT rule 822-customer margins, SGX-DT rule 415(f)-failure to provide information in the company's monthly submission of its credit facilities obtained from financial institutions, and SGX-DT rule 3500-failure to obtain a dated disclaimer statement from one customer on SGX-DT msci taiwan stock index futures.
Without admitting or denying the allegations, Goldman Sachs Futures (Singapore) pte LTD paid a fine of s$250.00.
May 7, 1996
Regulatory Action: Singapore International Monetary Exchange Limited FinalAbout an affiliate: Goldman Sachs Futures PteSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $11,000 · Begun May 7, 1996 · Resolved May 7, 1996 · Settled · Docket N/A
The simex determined that Goldman Sachs Futures Pte LTD. (a subsidiary of Goldman, Sachs & co.) violated rules 525 and 527 by failing to prepare and time stamp a customer order and being a party to a prearranged trade.
On May 7, 1996, the simex determined that Goldman Sachs Futures Pte LTD. (a subsidiary of Goldman, Sachs & co.) violated rules 525 and 527 by failing to prepare and time stamp a customer order and being a party to a prearranged trade.Goldman Sachs Futures Pte ltd.was fined and paid 11,000 Singapore dollars.
Jul 31, 1978
Regulatory Action: SEC FinalAbout an affiliate: First Options of Chicago,Sanctions: Undertaking · Begun Mar 17, 1977 · Resolved Jul 31, 1978 · Order · Docket 3-5197
The SEC alleged that from January 1977 through March 1978, First Options of Chicago, inc. ("FOC") extended credit to accounts that exceeded the equity in the accounts and failed to promptly liquidate existing positions in said accounts, in violation of sections 7(a), 7(b), 7(c) and 15(c)(3) of the Securities Exchange Act, and sections 3 and 4 of FRB regulation t.
Foc undertook to (1) maintain and implement procedures for compliance with regulation t, (2) comply with sections 7(c)(2), 15(c) (3) and 17(a)(3) of the Exchange Act and rules 17A-3, 15C3-1(c)(2)(x)(f) and (g) thereunder, and (3) adopt, maintain and implement procedures to assure that these undertakings are carried out.

Disclosures filed elsewhere

The firm's Form ADV names these and the kind of action only; the details are on the named firm's own filing.

21 regulatory action disclosures about Goldman Sachs Execution
6 regulatory action disclosures about SLK-Hull Derivatives LLC
6 regulatory action disclosures about Spear, Leeds & Kellogg
3 regulatory action disclosures about Spear, Leeds & Kellogg, L.P.
2 regulatory action disclosures about First Options of Chicago,
1 criminal disclosure about Scott, Seth
1 criminal disclosure about MTGLQ Investors, L.P.
1 regulatory action disclosure about Hegarty, Nicholas
1 regulatory action disclosure about Castelblanco, David
1 regulatory action disclosure about Epoch Securities, Inc.
1 regulatory action disclosure about Goldman Sachs Jbwere Inc.
1 civil judicial action disclosure about Lebovitz, Scott, Louis
1 civil judicial action disclosure about Pontarelli, Kenneth,

Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

Goldman Sachs & Co. LLC Form ADV, Part 2A - Third Party Distribution, filed Mar 31, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

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.

Read the rest of Item 4 (1,563 more words)

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.

Item 5. Fees and compensation

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.

Read the rest of Item 5 (4,971 more words)

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

expensive mutual fund results in greater compensation to GS&Co. GS&Co. addresses this conflict through a combination of disclosure to clients and through GS&Co.’s policies and procedures and related controls designed to ensure that the fees it charges to clients are fair and reasonable. Different mutual funds with similar investment policies, and different share classes within those funds, have different expense levels. Generally, a fund or share class with a lower minimum investment requirement has higher expenses, and therefore a lower return, than a fund or share class with a higher minimum investment requirement. GS&Co. may offer a single share class for each mutual fund it makes available on its platform at any given time, even if a mutual fund has multiple share classes for which GS&Co. clients are eligible. GS&Co. will not necessarily make available the lowest cost share class of a mutual fund. As a result, the share class of a mutual fund offered by GS&Co. can have higher expenses (including because of compensation paid to GS&Co., as discussed above), and therefore lower returns, than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third-party or through the mutual fund directly. When determining the reasonableness of any fees and expenses paid to GS&Co., a client should consider both the fees and expenses that GS&Co. charges the Advisory Account and any indirect fees and expenses charged in connection with any investment in share classes of mutual funds that bear expenses greater than other share classes those for which a client is otherwise eligible. Information about the mutual funds and share classes that are available through GS&Co., including their investment policies, restrictions, charges, and expenses, is contained in the mutual funds’ prospectuses GS&Co. may also establish and change in its sole discretion at any time the different investment minimums and/or other requirements that will apply to the availability of mutual fund and share classes for an account based upon a variety of factors, including a client’s overall relationship with GS&Co., type of account, legal or regulatory restrictions, or any other factors relevant to the relationship. Pooled Investment Vehicle Fees Goldman Sachs acts as investment adviser to pooled investment vehicles such as mutual funds, collective investment trusts, private investment funds, and other pooled investment vehicles (e.g., hedge funds, private equity funds, funds of funds, private credit funds, real estate funds and business development companies). Goldman Sachs’ fees for such services are based on each investment vehicle’s particular structure, investment process, and other factors. Goldman Sachs generally receives a management fee for management of non-private investment funds and a management fee and an incentive fee or allocation from private investment funds (other than certain categories of private investment funds, including but not limited to investment vehicles managed by the External Investing Group (“XIG”) that invest substantially all of their assets in primary investments in underlying funds managed by Unaffiliated Managers (“XIG Program Funds”) and long-only funds), business development companies, and certain registered investment companies. The amount and structure of the management fee, incentive fee and/or allocation varies from fund to fund (and varies significantly depending on the investment fund) and is set forth in the prospectus or other relevant offering document for each fund. In certain cases, investors receive fee reductions of all or a portion of the management fee (and/or incentive fee or allocation) attributable to that investor’s interest in the pooled investment vehicle, or invest fee free in pooled investment vehicles and pay negotiated fees outside of the pooled investment vehicle, which may be based on a separate fee schedule agreed upon by Goldman Sachs and the applicable investor. Certain of Goldman Sachs’ fee structures create an incentive for Goldman Sachs to cause the pooled investment vehicles to make investments earlier in the life of such vehicle than otherwise would have been the case, redeploy investment proceeds in order to receive ongoing asset-based fees, or defer the disposition of a poorly performing investment in order to defer any potential clawback obligation, continue to receive asset based management fees, or possibly receive a larger carried interest or incentive allocation if the value of the investment increases in the future. Goldman Sachs receives similar fees from other types of vehicles (e.g., securitization vehicles) in respect of the advisory services Goldman Sachs provides to such vehicles.

Certain investors that are invested in pooled investment vehicles pay higher or lower fees and/or are subject to higher or lower carried interest and/or incentive allocations than similarly situated investors that are invested in the same pooled investment vehicle. Amounts, rates, breakpoints, hurdles or similar calculation methodologies vary as a result of negotiations, discussions and/or factors that include the particular circumstances of the investor, the size and scope of the overall relationship, whether the investor has a multi-strategy, multi-asset class or multi-product investment program with Goldman Sachs or GS&Co., or as otherwise agreed with specific investors. Fees and allocations charged to investors may differ depending on the class of shares or other interests purchased. Notwithstanding the foregoing, in certain cases, Goldman Sachs provides investment advisory services to funds without receiving any fee for such services. In these cases, Goldman Sachs may receive placement fees or compensation for other non-investment advisory services from the funds, the investors in the funds (including Advisory Accounts), or from the companies or underlying funds in which the Goldman Sachs-managed funds invest. The terms of any such arrangements are disclosed in the governing documents or disclosure documents relating to the Goldman Sachs-managed funds. Management fees and incentive fees or allocations are generally not payable by funds raised for the benefit of Goldman Sachs employees. Servicing and Similar Fees Certain clients pay fees to GS&Co. or its affiliates for administrative or other services provided by GS&Co. or such affiliates, as described in more detail in the relevant client’s governing documents. Such fees are in addition to any investment advisory fees chargeable to the Advisory Accounts. For information about administrative and other fees paid to third-party service providers, please see this Item 5, Fees and Compensation--Other Fees and Expenses--Custody, Administration and Other Fees. Custody, Administration and Other Fees Custody fees, administration fees and all other fees charged by service providers providing services to Advisory Accounts are levied by the custodian, the administrator or other service providers for the Advisory Account and are not included in the advisory fees payable to GS&Co. An Advisory Account (and fund investors indirectly) will generally bear such expenses unless provided otherwise in the applicable governing documents. Expenses charged to an Advisory Account may include: (i) debt-related costs and expenses, including expenses related to raising leverage, refinancing, short term and other liquidity facilities, derivatives and other arrangements that have the effect of providing leverage, administering and servicing debt, and the cost of compliance with lender requests (including travel and entertainment expenses relating to the foregoing); (ii) investment-related expenses, including due diligence and research, expenses relating to identifying, investigating, evaluating, registering, valuing, structuring, closing, purchasing, monitoring, managing (which may include costs and expenses of attending and/or sponsoring industry conferences or other meetings), servicing, holding, tracking and harvesting of investments and potential investments (including travel and entertainment expenses relating to the foregoing), and expenses relating to background checks; (iii) expenses related to hedging, including currency, interest rate and/or other hedging strategies, and the settlement of hedging transactions; (iv) legal, tax, administration and accounting expenses, including expenses for preparation of annual audited financial statements, tax return preparation, tax and legal advice in connection with, among other things, acquiring, holding and disposing investments, operational matters, wire transfer fees, mailing costs and expenses, legal costs and expenses associated with indemnity, litigation, claims, tax audit, arbitration, mediation, government investigation or dispute in connection with the business of an Advisory Account, and the amount of any judgments or settlements paid in connection therewith or the enforcement of an Advisory Account’s rights against any person or entity, and expenses related to reporting and filings done

by external tax professionals or for outside consultants engaged to assist GS&Co. personnel with regard to such functions; (v) professional fees (including, without limitation, fees and expenses of financial advisers, consultants, finders and experts, as well as fees and expenses in connection with participation in bondholder groups, expenses relating to third-party valuation agents, restructurings, class actions and other litigation); (vi) costs and expenses of operating Advisory Accounts, including fees and expenses of directors, trustees, or independent general partners or similar control persons; (vii) technology expenses, including news and quotation services; (viii) insurance premiums (which insurance generally covers numerous Advisory Accounts, in which case each participating Advisory Account is responsible for a share of the premiums); (ix) expenses related to compliance by an Advisory Account with any applicable law, rule or directive or any other regulatory requirement, or compliance with the foregoing requirements by GS&Co. or its affiliates to the extent such compliance relates to an Advisory Account’s activities, including (a) in each case, expenses related to reporting and filings done by external professionals or service providers or for outside consultants engaged to assist GS&Co. personnel with regard to such functions and (b) costs and expenses and fees incurred in connection with establishing, implementing, monitoring and/or measuring the impact of any ESG policies and programs with respect to an Advisory Account or its investments or prospective investments, including, without limitation, all fees, costs, and expenses incurred in connection with reporting on such ESG policies and programs or otherwise evaluating the achievement of any ESG objectives by an Advisory Account or its investments or prospective investments; (x) fees payable to GS&Co. or its affiliates for loan servicing, tax, accounting, and administrative services provided by GS&Co. or its affiliates to Advisory Accounts (including internal accounting services), which represent (in some cases as a flat fee per annum) an allocable portion of overhead costs of the departments providing such services and which generally are determined by GS&Co. by reference to the amount of time spent by and the seniority of the employee providing the in-house services; provided that, for the avoidance of doubt, since the in-house expense allocation process relies on certain judgments and assessments that in turn are based on information and estimates from various individuals, the allocations that result may not be exact; (xi) costs, expenses and fees incurred by certain Advisory Accounts in connection with any activities, meetings, conferences, symposia, or other gatherings of special committees or councils formed by GS&Co. with respect to such Advisory Accounts; and (xii) any other reasonable expenses authorized by the applicable governing documents, or that are reasonably necessary or appropriate in connection with managing an Advisory Account. Additionally, a transaction cost is charged by the SEC to sellers of securities that are traded on stock exchanges and subsequently assessed to clients. These fees are required by Section 31(b) of the Securities Exchange Act of 1934 and are charged to recover the fees associated with the government’s supervision and regulation of the securities markets and securities professionals. To the extent Goldman Sachs provides services to Advisory Accounts that are not included in the advisory fee, Goldman Sachs will be entitled to retain all such fees and other amounts, without offset to any other fees or compensation paid by an Advisory Account. Prepaid Fees GS&Co. does not charge clients advisory fees in advance.

Compensation for the Sale of Securities and Other Investments GS&Co. and certain Advisory Personnel receive compensation based on revenues generated on client accounts, including asset management fees, commissions and other revenues related to the purchase and sale of securities, banking or other products, and fees associated with other products or services, as applicable. Such compensation creates a potential conflict of interest that gives GS&Co. and such Advisory Personnel an incentive to recommend such securities, other investments, and a particular pricing model based on the compensation received. Fees are higher for some investments and services, and the compensation directly or indirectly paid to GS&Co. and Advisory Personnel is greater in certain cases. Certain Advisory Personnel are eligible for additional compensation based upon revenue generated by client accounts and growth in client assets. Portfolio Managers and some Advisory Personnel receive a salary and discretionary bonus. Clients are not entitled to receive compensation related to any business of Goldman Sachs. As discussed above, Goldman Sachs may receive fees in connection with the sale of mutual funds, including “12b-1” fees or other compensation from affiliates of a mutual fund in connection with the sale of those products. In such arrangements, compensation to Goldman Sachs generally increases as the amount of assets invested by clients in such securities and other investment products increases. GS&Co.’s selection or recommendation of securities and other investment products where Goldman Sachs shares in the fees and profits would result in additional compensation to Goldman Sachs. This creates an incentive for GS&Co. to recommend or select investment products that are advised, managed or sponsored by Goldman Sachs. GS&Co. limits the potential conflicts of interest associated with selecting between the Third-Party Funds and affiliated mutual funds by implementing a compensation structure where the compensation paid to certain Advisory Personnel generally does not vary based on whether the Advisory Account invests in a Third-Party Fund or an affiliated fund in the same asset class. However, in some cases, compensation to Advisory Personnel could be reduced based on the fee structure of underlying investments, which gives Advisory Personnel an incentive to recommend products that do not reduce their own compensation. Goldman Sachs also maintains a variety of banking, financial, or service relationships with regard to securities and other investments, including relationships with their principal underwriters, investment advisers, sponsors or other service providers. These relationships include acting as a broker or a dealer, engaging in foreign exchange transactions or directing the sale of securities or other financial instruments. In some instances, investment managers of particular investments, or their affiliates, have relationships with Goldman Sachs, including serving as an investment manager in programs sponsored by GS&Co. As a result, GS&Co. has an incentive to recommend these securities and other investment products. Furthermore, certain Advisory Personnel are eligible in certain instances to receive compensation in connection with their role in establishing such relationships for Goldman Sachs. GS&Co. also has a financial incentive to allocate Advisory Account assets to securities issued, managed, or issued and managed, by Goldman Sachs, including Affiliated Managers and Affiliated Products rather than to separate accounts or mutual funds managed, sponsored, advised or issued by investment managers or organizations not affiliated with Goldman Sachs (“External Products”). GS&Co. has an incentive to allocate or recommend (as applicable and permissible) the assets of Advisory Accounts to Affiliated Products that impose higher fees than those imposed by other Affiliated Products or that provide other benefits to Goldman Sachs. Any differential in compensation paid to personnel in connection with certain Affiliated Products rather than other Affiliated Products creates a financial incentive on the part of GS&Co. to select or recommend (as applicable and permissible) certain Affiliated Products over other Affiliated Products. Correspondingly, GS&Co. is disincentivized to consider or recommend the removal of an Advisory Account’s assets from, or the modification of an Advisory Account’s allocations to, an Affiliated Product at a time that it otherwise would have where doing so would decrease the fees, compensation and other benefits to Goldman Sachs, including where disposal of such Affiliated Product by the Advisory Account would likely adversely affect the Affiliated Product with respect to its liquidity position or otherwise.

In particular, it should be expected that certain Advisory Personnel earn higher compensation for investments in affiliated Tax Advantaged Core Strategies (“TACS”) and Fixed Income strategies than for investments in third-party strategies following the same or similar asset classes or strategies, and options to invest in such third-party strategies are more limited. Clients should review at least annually whether their selected strategies continue to be appropriate for them given their investment objectives, risk tolerance, and financial circumstances and consider whether any adjustments, particularly to criteria such as credit quality, concentration and duration for fixed income portfolios, should be made. Performance of any strategy may vary from the benchmark referenced by the manager for various reasons, including, without limitation, customization of the strategy to the client’s wishes or restrictions, credit quality or ratings, duration and concentration within a certain state or issuer. Different benchmarks may also appear on client statements for purposes of comparison. Additionally, certain actively managed ETFs have comparable investment strategies that are priced differently from each other and from mutual funds and therefore compensation to certain Advisory Personnel differs. As a result, as described above, such Advisory Personnel have an incentive to recommend strategies or funds, or not remove strategies and funds, that would result in higher compensation paid to them. Unless otherwise required by applicable law, neither Goldman Sachs nor GS&Co. will be required to share any fees, allocations, compensation, remuneration or other benefits received in connection with an Advisory Account with the client or offset such fees, allocations, compensation, remuneration and other benefits against fees and expenses the client otherwise owes Goldman Sachs or GS&Co. Clients may allocate assets to traditional separate Accounts managed by Advisory Personnel, an affiliate, an Unaffiliated manager, or to wrap fee Accounts, that is, Accounts for which the client’s advisory fee covers all fees or charges of GS&Co., including brokerage commissions and commission equivalents on agency transactions executed through GS&Co. and custodial and administrative charges. Wrap fee Accounts are managed by Affiliated Managers or Unaffiliated Managers. The advisory fee paid for these traditional separate Accounts does not include Execution Charges, custodial or other fees, which instead are paid separately by the client. In addition to the disclosures contained in this Brochure, these and other potential conflicts of interest are disclosed in strategy-specific documents provided to clients from time to time and in GS&Co.’s investment advisory agreement with the client. Availability of Securities and Other Investments Certain securities and investment products that GS&Co. recommends or selects for Advisory Accounts are available for purchase through a brokerage account at GS&Co. or an unaffiliated financial institution. Clients who purchase securities and investment products outside of their Advisory Accounts will not incur the advisory fees described in this Brochure, and any other fees and expenses may differ from those charged to Advisory Accounts. Therefore, clients may be able to purchase such securities and investment products at a lower price outside of their Advisory Accounts. In those circumstances, however, such clients do not receive the investment advice and other services that GS&Co. provides to clients with Advisory Accounts. Fee Offset for Execution Charges GS&Co. does not reduce its advisory fees to offset Execution Charges, including commissions that it receives, except to the extent required by applicable law.

Item 6. Performance-based fees and side-by-side management

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.

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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.

Item 7. Types of clients

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.

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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.

Item 8. Methods of analysis, investment strategies and risk of loss

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.

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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.

Corporate Event Risks – It is possible that investments in companies that are the subject of publicly disclosed mergers, takeover bids, exchange offers, tender offers, spin-offs, liquidations, corporate restructuring, and other similar transactions are not profitable due to the risk of transaction failure.

Counterparty Risk – A strategy will be exposed to the credit risk of the counterparties with which, or the brokers, dealers, clearing members, custodians, service providers, and exchanges through which, they engage in transactions.

Credit Ratings– An Advisory Account could use credit ratings to evaluate securities even though such credit ratings might not fully reflect the true risks of an investment. A change in the credit rating of a security can have a rapid, adverse effect on the security’s liquidity and make it more difficult for an Advisory Account to sell at an advantageous price or time.

Credit/Default Risk – A borrower could fail to repay a loan or otherwise meet a contractual obligation. A strategy will be exposed to the credit risk of the counterparties with which, or the brokers, dealers and exchanges through which, it deals, whether it engages in exchange-traded or off-exchange transactions.

Hybrid Securities Risks –Credit risk is magnified with respect to preferred and deeply subordinated long-term debt (“Hybrid Securities”) due to their payoff structure. If an issuer goes into bankruptcy all other debt holders are paid first and then preferred holders are paid.

Currency Risks – An Advisory Account that holds investments denominated in currencies other than the currency in which the Advisory Account is denominated may be adversely affected by the volatility of currency exchange rates and changes to exchange control regulations. Currency exchange rates can be volatile, particularly during times of political or economic uncertainty. For example, to the extent that non-U.S. dollar investments are unhedged, the value of an Advisory Account’s net assets will fluctuate with U.S. dollar exchange rates and with price changes of its investments in the various local markets and currencies.

Cybersecurity – Personal, confidential or proprietary information being sent to or received from a client, law firm, vendor, service provider, counterparty or other third-party has in the past been, and may in the future be, intercepted, misused, copied, misappropriated, or mishandled, including through a cyber-attack on such persons or other information security event (including unauthorized access by a party with malicious intent). Such cyber-attacks or other events can adversely impact Goldman Sachs, Advisory Accounts and clients by, among other things, causing significant disruptions in the business operations of Goldman Sachs and the operation of Advisory Accounts, leading to theft (including identity theft) and data corruption, and leading to potential violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs and/or additional compliance costs.

Data Sources Risks – Information from third-party data sources to which Goldman Sachs subscribes could be incorrect. While Goldman Sachs obtains data and information from third-party sources that it considers to be reliable, Goldman Sachs does not warrant or guarantee the accuracy and/or completeness of any data or information provided by these sources. Failure of a data source, such as an index provider, to provide the data on which Goldman Sachs relies may have a negative impact on the performance of an Advisory Account. Further, recent technological innovations have disrupted numerous established industries. As technological innovation continues to advance rapidly, it could adversely impact one or more investment strategies employed for Advisory Accounts. Furthermore, investment decisions made based on views about the direction or degree of innovation can prove inaccurate and lead to losses for Advisory Accounts.

Delegation of Receipt of Communications Risk – To the extent that clients confer Goldman Sachs with authority to exercise investment discretion over their accounts and receive prospectuses and other shareholder communications on their behalf, there is risk of client complaints or

dissatisfaction with certain investments where clients no longer receive such prospectuses or issuer-related materials directly, even where such materials can be accessed via the issuer’s website or by request from Goldman Sachs. Prospectuses and issuer-related materials contain important information and detailed descriptions of additional fees and expenses, investment minimums, risk factors and conflicts of interest disclosures, as well as clients’ rights, responsibilities and liabilities with respect to such investments.

Dependence on Key Personnel Risk – Clients rely on certain key personnel of Goldman Sachs who may leave Goldman Sachs or become unable to fulfill certain duties.

Risks of Derivative Investments – Investments in swaps, options, futures, and other derivative instruments, including those relating to non-U.S. currency transactions, involve risks including, among others, illiquidity in the markets for derivative instruments, failure of the counterparty to perform its contractual obligations, or the risks arising from margin requirements and related leverage factors associated with such transactions.

Virtual Currency/Digital Assets/Cryptocurrency Risk – Certain Advisory Accounts may invest in virtual or “crypto” currencies and other similar digital assets, including through the use of virtual currency derivatives, ETFs and options and through private funds that invest in such assets (collectively, “Virtual Currencies”). Virtual Currencies are not legal tender in the United States and the market for Virtual Currencies may be highly volatile. Virtual Currencies and related technologies are subject to various cybersecurity risks, such as hacking vulnerabilities. Virtual Currency exchanges, as well as other intermediaries, custodians and vendors used to facilitate Virtual Currency transactions, are relatively new and largely unregulated in both the United States and many foreign jurisdictions, and may have a higher level of operational risk than regulated futures or securities exchanges, including service interruptions or permanent cessation of operations due to manipulation, fraud, misappropriation of assets, government or regulatory involvement, or other reasons. Any such events could negatively impact the value of customers’ Virtual Currency. Virtual Currency derivatives face particular risks relating to margin requirements and potential restrictions on customer trading activity. Virtual Currencies currently face an uncertain regulatory landscape in the United States and many foreign jurisdictions. One or more jurisdictions may, in the future, adopt laws, regulations or directives that affect Virtual Currency networks and their users. Tax considerations may vary across global jurisdictions and could increase, rendering ownership of Virtual Currencies subject to more punitive taxation in the future.

Electronic Trading – GS&Co. trades on electronic trading and order routing systems, which may experience component failure and issues with system access, varying response times and security.

Emerging Markets and Growth Markets Risks – Investing in emerging and growth markets entails social, economic, technological, political and regulatory risks not usually associated with investing in developed markets. For example, The People’s Republic of China has adopted regulations in the financial technology sector, and other non-U.S. jurisdictions may adopt similar regulations in the same or different sectors, which could impact the ability of Advisory Accounts or Underlying Funds to make investments in those jurisdictions. Additionally, certain jurisdictions may allow for clawback arrangements with counterparties as a result of changes in law. Any such arrangements could result in an Advisory Account being required to return distributions it previously received in certain circumstances. Emerging and growth markets in certain countries could also face other significant internal or external risks, including but not limited to a heightened risk of war and other conflicts.

Environmental, Social Impact, and Governance Considerations – GS&Co. may, in its discretion, take into account ESG considerations and political, media and reputational considerations relating thereto, and for example, as a result, GS&Co. might not make or recommend the making of investments when it would otherwise have done so, which could adversely affect the performance of Advisory Accounts. On the other hand, GS&Co. may determine not to take such considerations

into account, and such considerations may prove to have an adverse effect on the performance of the applicable investments. GS&Co. may take ESG and related considerations into account for some Advisory Accounts and not others, and, to the extent taking such considerations into account, may make different investment decisions or recommendations for different Advisory Accounts. GS&Co. may rely on third-party service providers in determining, from an ESG perspective, what investments to exclude from its selection or recommendation based on such service providers’ categorization of the types of companies, industries, or sectors, as the case may be, that should potentially be excluded from investment. There can be no assurance that the list of categories as determined by GS&Co. and/or third-party service providers is complete or that the securities restricted as a result of such categorization represents all of the securities that might otherwise be restricted in connection therewith, and such categories or the securities restricted thereunder may change from time to time.

Environmental Risks and Natural Disasters – Certain Advisory Account investments, including but not limited to investments in or relating to real estate assets, in certain cases are subject to liability under environmental protection statutes, rules and regulations, and may also be subject to risks associated with natural disasters.

Equity and Equity-Related Securities and Instruments – The value of common stocks of U.S. and non-U.S. issuers is affected by factors specific to the issuer, the issuer’s industry and the risk that stock prices historically rise and fall in periodic cycles.

Expedited Transactions – In the event GS&Co. undertakes investment analyses and decisions on an expedited basis to take advantage of investment opportunities, there is a risk that not all circumstances and risks of the investment are known.

Dependence on Government Funding, Tax Credits and Other Subsidies – The success of certain ESG investments depends on government funding, tax credits, or other public or private sector subsidies, which are not guaranteed over the life of the investment.

Exchange-Traded Funds Risks – ETFs could fail to accurately track the market segment or index that underlies their investment objective. Moreover, ETFs are subject to the following risks that do not apply to conventional funds: (i) the market price of the ETF’s shares trade at a premium or a discount to their net asset value (“NAV”); (ii) an active trading market for an ETF’s shares is not developed or maintained; and (iii) there is no assurance that the requirements of the exchange necessary to maintain the listing of an ETF will continue to be met or remain unchanged. These securities carry certain specific risks to investors. Leveraged ETF shares typically represent interests in a portfolio of securities that track an underlying benchmark or index and seek to deliver multiples of the performance of the index or benchmark. An inverse ETF seeks to deliver the opposite of the performance of the index or benchmark it tracks. Like traditional ETFs, some leveraged and inverse ETFs track broad indices, some are sector-specific, and others are linked to commodities, currencies, or some other benchmark. To accomplish their objectives, leveraged and inverse ETFs pursue a range of investment strategies using swaps, futures contracts, and other derivative instruments. Most leveraged and inverse ETFs “reset” daily, meaning they are designed to achieve their stated objectives daily. Their performance over longer periods of time, over weeks or months or years, can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period. This effect can be magnified in volatile markets and thus poses substantial risk for an investor.

Force Majeure – Advisory Account investments may be vulnerable to a force majeure event, including acts of nature, war and strike, which could result in the destruction, impairment or loss of profitability for the investments.

Frequent Trading and Portfolio Turnover Rate Risks – High turnover and frequent trading in an Advisory Account could result in, among other things, higher transaction costs and adverse tax consequences.

Geopolitical Risk – Geopolitical and other events (e.g., terrorist attacks, armed conflicts, political and military events, the varying involvement of the United States and other countries in such conflicts, political and civil unrest related to the foregoing and other events) have had, and could continue to have, adverse effects on regional and global economic markets, including short-term market volatility and adverse long term effects that cannot be predicted. These and any other adverse effects, and adverse effects occurring as a result of similar events in the future, could negatively impact the value of Advisory Account investments.

Government Investment Restrictions – U.S. and non-U.S. government regulations and restrictions may limit the amount and type of securities that may be purchased or sold by GS&Co. on behalf of Advisory Accounts, and economic sanction laws in the United States and other jurisdictions or other governmental action could significantly reduce the value of Advisory Account investments in, or restrict or completely prohibit GS&Co. and Advisory Accounts from investing, continuing to hold or disposing an investment in, or transacting with or in, certain countries, individuals, and companies. Some jurisdictions also require governmental approval for repatriation of investment income, capital or proceeds of sales by foreign investors. Advisory Accounts could be adversely affected by delays in, or a refusal to grant, governmental approval for foreign investments or repatriation of investment income, and taxes. Additionally, certain investors may be precluded from directly holding assets in these jurisdictions, which could materially impact flexibility in structuring transactions or increase costs associated with certain investment opportunities.

Improper Market Actors – There can be no assurance that any form of regulation or any market constraints would prevent certain other market actors from engaging in fraud, market manipulation, market abuse, or improper influence in the future, which may have a material adverse effect on Advisory Accounts and their Investments. There can be no assurance that any redress would be available to, or would be practical for, Advisory Accounts to pursue with respect to any such fraud, market manipulation, market abuse, or improper influence.

Indirect Investment in Non-U.S. Securities – Investments in participation notes and depository receipts used to establish an indirect position in a foreign market are subject to the same risks as the securities underlying such instruments and may be subject to certain fees or expenses.

Hypothetical Performance and Projected Returns Risk – The risk arising from reliance in making an investment decision on performance of a portfolio not necessarily achieved by any particular investor. Projected returns are hypothetical, do not reflect actual investment results, and are not guarantees of future results. Such projected performance is subject to a number of limitations and assumptions designed to determine the probability or likelihood of a particular investment outcome based on a range of possible outcomes. It is possible that any of those assumptions will prove not to be accurate. In addition, performance of a model portfolio, other portfolios, or a client’s Advisory Account may differ materially from investment gains and avoidance of investment losses projected, described, or otherwise referenced in forward-looking statements and the projected returns associated with any of the foregoing may not materialize.

Index/Tracking Error Risks – The performance of an Advisory Account that tracks an index may not match, and may vary substantially from, the index for any period of time and may be negatively impacted by any errors in the index, including in situations where an Advisory Account is unable to invest in certain securities included in the index as a result of legal and compliance restrictions, regulatory limits or other restrictions applicable to the Advisory Account and/or Goldman Sachs, reputational considerations or other reasons. Where an index consists of relatively few securities or issuers, it should be expected that tracking error will be heightened when an Advisory Account is subject to such limitations or restrictions.

Inflation Risks – The U.S. and other economies have experienced higher-than-normal inflation rates and it remains uncertain whether substantial inflation in the U.S. and other economies will be sustained over an extended period of time or have a significant adverse effect on the U.S. and other economies. Inflation rates can fluctuate rapidly as a result of various factors, including unexpected shifts in the domestic or global economy and economic policy changes. An Advisory Account’s investments might not keep pace with inflation, which can result in losses to investors and negative effects on economies and financial markets. Inflation has increased the cost of fuel, energy, labor, and raw materials, caused supply chain shortages, and may adversely affect consumer spending, economic growth and the operations of Advisory Account portfolio companies. Past governmental efforts to curb inflation have also involved drastic economic measures that have had a material adverse effect on the level of economic activity in the countries where such measures were employed, and similar governmental efforts could be taken in the future to curb inflation and could have similar effects.

Interest Rate Risks – Interest rates can fluctuate significantly causing price volatility with respect to securities or instruments held by an Advisory Account. Generally, rising interest rates negatively impact the price of fixed-rate debt, and falling interest rates positively impact price, and adjustablerate debt experiences similar changes to a lesser degree. Central bank monetary policy, inflation rates, and general economic conditions influence interest rates, which is likely to impact the value of certain securities held by Advisory Accounts either positively or negatively. When interest rates are rising, debt can be more difficult to repay and the risk of default rises. In periods of falling interest rates, debt is more likely to be repaid as borrowers refinance to lower rates. Falling interest rates can also lead to lower returns at the same level of risk in Advisory Accounts. Long-term fixed income securities will normally have more price volatility because of interest rate risk than shortterm fixed income securities. Risks associated with changing interest rates can have unpredictable effects on the markets and Advisory Accounts.

Investment Grade Debt Securities Risk – Investment grade debt securities, like other types of debt securities, involve credit risk. Investment grade debt securities are also subject to the risk that their ratings can be downgraded by the ratings agencies. A rating downgrade could decrease the value of such securities, which could have an adverse impact on Advisory Accounts that own such securities.

Investments in Undervalued Assets – The identification of investment opportunities in undervalued assets is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued assets offer the opportunity for aboveaverage capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses.

Investment Style Risks – An Advisory Account could outperform or underperform other Accounts that invest in similar asset classes but employ different investment styles, and the particular investment style(s) applied to managing an Advisory Account can impact performance.

IPOs/New Issues Risks – The purchase of IPO/New Issue shares may involve high transaction costs and such shares may be subject to greater risks than investments in shares or debt instruments of publicly traded companies. IPOs and new issues are subject to market risk and fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares or bonds available for trading and limited information about the company’s business model, growth potential and other criteria used to evaluate its investment prospects.

Investments in Certain Multi-Adviser Structures – Where an underlying fund allocates funds to investment funds selected by its Manager that are affiliated with such Manager and investment funds selected by such Manager that are not affiliated with such Manager (“Multi-Adviser Structures”), Goldman Sachs generally will have limited ability to examine the organizational

infrastructure of the underlying managers and the investment funds in which the Advisory Account indirectly invests. Managers have an incentive to select affiliated investment funds based on compensation received in connection with managing such affiliated investment funds.

Lack of Control Over Investments –Advisory Personnel will not have complete or even partial control over decisions affecting certain investments. For example, Advisory Personnel, when acting in an advisory capacity, acquire investments that represent minority positions in a debt tranche where third-party investors control amendments or waivers or enforcement. In addition, administrative agents may be appointed under certain facilities in which an Advisory Account invests that have discretion over certain decisions on behalf of the investors, including the Advisory Account.

Leverage Risk – The use of leverage by an Advisory Account creates exposure to potential gains and losses in excess of the initial amount invested, and relatively small market movements may result in large changes in portfolio value. Uncovered put writing creates leverage risk and is not an equity replacement.

Limited Assets – An Advisory Account with limited assets may be unable to trade in certain instruments and/or diversify its portfolio across investment strategies or instruments.

Liquidity Risks – It is possible that an Advisory Account might not be able to monetize investments and could have to hold to maturity or obtain a lower price for investments either because those investments have become less liquid or illiquid in response to market developments including adverse investor perceptions. It should be expected that these risks will be more pronounced in connection with an Advisory Account’s investments in securities of issuers located in emerging market countries.

Litigation Risk – Advisory Accounts may be subject to third-party litigation, which could give rise to legal liability and could have an adverse effect on the Advisory Accounts. If an Advisory Account were to be found liable in any suit or proceeding, any associated damages and/or penalties could have an adverse effect on the value of the Advisory Account.

Losses in Affiliated Underlying Funds Borne Solely by Investors – All losses of an Advisory Account, including losses relating to investments in Underlying Funds managed by GSAM, shall be borne solely by such Advisory Account and not by Goldman Sachs.

Low Trading Volume Risk – It is possible that a client is not able to monetize his/her investment or will have to do so at a loss as a result of generally lower trading volumes of the securities compared to other types of securities or financial instruments.

Management of Discretionary and Non-Discretionary Accounts – Non-discretionary advisory clients may not be able to implement GS&Co.’s recommendations with respect to the allocation or reallocation of assets as quickly as GS&Co. implements such recommendations on behalf of discretionary advisory clients, which could cause significant differences in the performance between non-discretionary and discretionary advisory clients with the same or similar investment objectives.

Management Risks – A strategy used by GS&Co. could fail to produce the intended results for an Advisory Account, and there is a risk that the entire amount invested may be lost.

Market Abuse Risk – Certain markets have a history of alleged or actual price manipulation, market abuse and improper influence. Any fraud, price manipulation, market abuse, or improper influence in markets in which Advisory Accounts invest, directly or indirectly, may have an adverse effect on such Advisory Accounts.

Market Disruption Risks and Terrorism Risks – A number of events could have adverse effects on the global economy and may exacerbate some of the general risk factors related to investing in certain strategies.

Market and Macro Risks – The value of an Advisory Account’s investments could decrease in response to events affecting individual companies, particular industry sectors or governments, changes in interest rates, regional or global pandemics, national and international political events, and/or general economic conditions. Economic slowdowns or recessions may cause interest rates to rise or may disproportionately impact the industries in which an Advisory Account invests, causing the Advisory Account to be more vulnerable to losses in its portfolio, which may have an adverse effect on such Advisory Account. In addition, governments from time to time intervene, directly and by regulation, in certain markets. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction. Any market disruptions described above may also result in further changes to regulatory requirements or other government intervention. Such regulations may be implemented on an “emergency” basis, which may suddenly prevent GS&Co. and Managers from implementing certain investment strategies or from managing the risk of their outstanding positions.

Master Limited Partnership Risks – Investments by an Advisory Account in securities of MLPs involve risks that differ from investments in common stock, including: limited control and limited voting rights; dilution; compulsory redemptions at an undesirable time or price because of regulatory changes; and greater price volatility. A change in current tax law, or a change in the underlying business mix of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which could cause a reduction of the value of the Advisory Account’s investment in the MLP and lower income to the Advisory Account.

Mid Cap and Small Cap Risks – Investments in mid- and small- capitalization companies are generally subject to more price volatility than larger, more established companies and may lack sufficient market liquidity.

Model Risks – The design or operation of proprietary quantitative or investment models used in the management of Advisory Accounts may be deficient. Investments selected using these models may perform differently than expected as a result of the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, the speed that market conditions change and technical issues in the construction and implementation of the models (including, for example, data problems and/or software issues). Models can also use artificial intelligence techniques, such as natural language processing and machine learning, which could be less transparent or interpretable and could produce unexpected results, which can result in losses. Moreover, the effectiveness of a model may diminish over time, including as a result of changes in the market and/or changes in the behavior of other market participants. Operation of a model may result in negative performance, including returns that deviate materially from historical performance, both actual and pro-forma. Additionally, commonality of holdings across quantitative investment managers may amplify losses. There is no guarantee that the use of these models will result in effective investment decisions for an Advisory Account.

Multiple Levels of Fees and Expenses – Subject to applicable law, Advisory Accounts investing in advisers or underlying funds generally bear any asset-based and performance-based fees or allocations and expenses at the Advisory Account level and at the adviser or underlying fund level (although there will be circumstances in which Advisory Accounts bear such fees at only the Advisory Account level, or only the adviser level).

No Assurance of Achievement of Investment or Performance Objectives – There is no assurance that Advisory Accounts will achieve their investment or performance objectives.

Non-Hedging Currency Risks –Volatility in currency exchange rates may produce significant losses to an Advisory Account which has purchased or sold currencies through the use of forward contracts or other instruments.

Non-U.S. Custody Risk – Advisory Accounts that invest in foreign securities could hold non-U.S. securities and cash with non-U.S. custodians. Such non-U.S. custodians may be newly formed, or subject to little or no regulatory oversight over or independent evaluation of their operations, and the laws of certain countries could place limitations on an Advisory Account’s ability to recover its assets if a non-U.S. custodian enters bankruptcy. These risks are generally more pronounced in connection with an Advisory Account’s investments in securities of issuers located in emerging market countries.

Non-U.S. Securities Risk – Non-U.S. Securities, particularly securities of issuers located in emerging market countries, may be subject to heightened risk of loss as a result of more or less government regulation, less public information, less liquidity, risk of nationalization or expropriation of assets, greater volatility and less economic, political and social stability in the countries of domicile of the issuers of the securities and/or the jurisdictions in which these securities are traded.

Registered Funds Risk – Advisory Accounts may invest in open-end mutual funds, and to a lesser extent, registered closed-end funds, as well as ETFs. Open-end mutual funds and registered closed-end funds have different risk characteristics. Shares of an open-end fund are purchased directly from the fund whereas closed-end fund shares are purchased and sold in the market, typically on a recognized stock exchange. Therefore, shares of a closed-end fund, when available, can be traded during the day at any time and shares in an open-end fund can be purchased from or sold back to the fund only at the end of the trading day. In addition, the price per share of a closed-end mutual fund is determined by the market whereas the price per share of an open-end fund will vary in direct proportion to the fund NAV. Both open-end mutual funds and closed-end funds may own unlisted securities and use leverage to enhance returns. Furthermore, both openend and closed-end fund underlying fund holdings are reported with a lag. It should be expected that when underlying mutual fund holdings change rapidly fund performance will differ from expectations. Different mutual funds with similar investment policies, and different share classes within those funds will have different expense levels.

Operational Risk – An Advisory Account may suffer losses arising from shortcomings or failures in internal processes, people or systems or external events. Certain Advisory Accounts trade instruments where operational risk is heightened due to such instruments’ complexity.

Partial or Total Loss of Capital – Certain investments made for Advisory Accounts are intended for investors who can accept the risks associated with investing in illiquid securities and the possibility of partial or total loss of capital.

Private Investment Risks – Private investments are highly competitive, less transparent, and illiquid.

Public Health Risk – Advisory Accounts could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises. Public health crises together with any containment or other remedial measures undertaken or imposed, could have a material and adverse effect on Advisory Accounts and their investments.

Private Equity Managed Accounts – Private equity investments generally will be long-term and highly illiquid because such investments generally have no active secondary market and to the extent any such investment can be resold, such resales are expected to be at a discount and to a limited universe of eligible investors.

Real Estate Industry Risks – Real estate investments involve additional risks not typically associated with other asset classes. The real estate industry is sensitive to economic downturns,

which may cause occasional or permanent reductions in property values and the values of securities of real estate companies may fluctuate between under-performance and outperformance of equity securities markets. Real estate investments (both through public and private markets) are also subject to changes in broader macroeconomic conditions, such as interest rates.

Recession Risk – An Advisory Account’s investments may be susceptible to economic slowdowns or recessions and may be unable to repay their debt obligations during these periods. Therefore, during these periods, an Advisory Account’s non-performing assets may increase, and the value of its portfolio may decrease. Adverse economic conditions also may decrease the value of collateral securing some of an Advisory Account’s debt investments and the value of its equity investments. These events could prevent an Advisory Account from making new investments and harm its operating results. An economic downturn could disproportionately impact the industries in which an Advisory Account invests, causing it to be more vulnerable to losses in its portfolio, which could negatively impact financial results.

Reliance on Technology – GS&Co. may employ investment strategies that are dependent upon various computer and telecommunications technologies, which could fail.

Reliance on Third Parties – GS&Co. and Advisory Accounts require, and rely upon, the services of a variety of third parties, including but not limited to attorneys, accountants, administrators, brokers, custodians, consultants and other agents and vendors. Failure by any of these third parties to timely and accurately perform their obligations to GS&Co. or an Advisory Account could have an adverse effect upon GS&Co. or the Advisory Account.

Requirement to Perform – When entering into forward, spot or option contracts, or swaps, an Advisory Account may be required, and must be able, to perform its obligations under the contract.

Regulatory Restrictions Applicable to Goldman Sachs – From time to time, the activities of Affiliated Products are restricted because of regulatory or other requirements applicable to Goldman Sachs and/or its internal policies designed to comply with, limit the applicability of, or otherwise relate to such requirements. External Products may or may not be subject to the same or similar restrictions or requirements and, as a result, may outperform Affiliated Products. For additional information, please refer to Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Transactions—Firm Policies, Regulatory Restrictions and Certain Other Factors Affecting Advisory Accounts.

Restrictions on Investments – Advisory Accounts may be unable or limited in their ability to invest in certain types of investments due to undertakings of Goldman Sachs with respect to the same investments.

Risk Management Risks – There can be no assurance that GS&Co.’s use of various strategies to manage the volatility and other risks of an Advisory Account’s portfolio will achieve its objective.

Risks Associated with Investments in Affiliated Products – Advisory Personnel will review as potential investments for an Advisory Account such universe of products as they determine in their sole discretion, and it should be expected that the universe of products Advisory Personnel determine to review will be limited for certain reasons, including: (i) because one or more External Products have not been reviewed or approved by XIG, (ii) because of administrative or practical considerations, such as time constraints; or (iii) for other reasons determined by Advisory Personnel. If Advisory Personnel select or recommend an Affiliated Product for an Advisory Account, they will not have canvassed the universe of available External Products and, in such circumstances, there may be one or more External Products that are more appropriate than the Affiliated Product(s) selected or recommended by the Advisory Personnel, including from the standpoint of the factors Advisory Personnel have taken into consideration. Affiliated Products generally will not be subject to the same types of operational and other reviews performed with

respect to External Products. On the whole, the due diligence process for Affiliated Products is significantly less rigorous and substantively different than that for External Products. As a result, Advisory Personnel may select or recommend an Affiliated Product for an Advisory Account that underperforms External Products (or other Affiliated Products) that might have been selected or recommended, or Advisory Personnel could determine not to select or recommend an External Product that would otherwise have been selected or recommended, had the due diligence process applicable to External Products been utilized for Affiliated Products. In addition, in certain instances, Advisory Personnel will not consider any External Products for certain asset classes if an Affiliated Product is available; as a result, in some situations there are no External Products available for certain asset classes on the GS platform; as a result, there could be one or more External Products that would be a more appropriate addition to the Advisory Account than the investment product selected. Such External Products may outperform the Affiliated Product selected for the Advisory Account. The fact that Affiliated Products are not subject to the same diligence review applicable to External Products also could cause Affiliated Products to not be removed from Advisory Accounts prior to periods in which they underperform potential replacement investment products, whereas an External Product might have been removed. Goldman Sachs’ decision to offer funds or separate accounts, including internal or external options, is driven by a variety of factors, including the availability of high quality managers, investment minimums, the relative cost of funds as compared to separate accounts as well as internal as compared to external costs, the access to internal portfolio managers for discussion with clients as well as Advisory Personnel, the potential for performance differential between Affiliated Products and External Products, the specialized nature of certain products, and the ability to customize for clients based on their particular needs and circumstances. Where authorized and if a product is available, Advisory Personnel are able to select or recommend for the Advisory Account both Affiliated Products and External Products for particular asset classes or strategies within the Advisory Account. As described below, conflicts of interest arise in situations in which Advisory Personnel are permitted to allocate investments to both Affiliated Products and External Products. The differing fee arrangements that apply to investments by Advisory Accounts in Affiliated Products as compared to External Products create a preference for the selection or recommendation of Affiliated Products over External Products. See Item 11, Affiliated Products / External Products.

Risks Related to the Discontinuance of Interbank Offered Rates, in Particular LIBOR – Advisory Accounts that undertake transactions in instruments that were valued using London Inter-bank Offered Rates (“LIBOR”) or are valued using other interbank offered rates (“IBORs”) or have contracts which previously determined payment obligations by reference to LIBOR or still determine payment obligations by reference to other IBOR rates may be adversely affected as a result of recent changes related to LIBOR. All LIBOR settings permanently ceased to be published as of June 30, 2023 and a synthetic version of one-month, three-month and six-month USD LIBOR settings permanently ceased to be published as of September 30, 2024. As a result of such changes, instruments that were valued using LIBOR or are valued using other IBORs, or contracts which determine or previously determined payment obligations by reference to such rates, are subject to risks including but not limited to the risk of illiquidity, changes in performance benchmarks, rate increases, operational complexities and valuation measurements that may adversely affect performance.

Risks Related to Selection by Advisory Personnel of Affiliated Products versus External Products – Advisory Personnel determine which products to select or recommend to clients. When considering potential investment products for a particular Advisory Account, Advisory Personnel give different weights to different factors depending on the nature of the client and on whether their review is for an Affiliated Product or for an External Product. There is a risk that consideration of such factors will not be applied consistently over time or by particular Advisory Personnel across all Accounts or across different products and will play a greater role in the review of certain strategies or products while others play no role at all, and that the factors will change from time to time. It should be expected that Advisory Personnel do not review the entire universe of External Products appropriate for an Advisory Account. As a result, Advisory clients should expect that there could be one or more External Products that would be a more appropriate addition to the

Advisory Account than the investment product selected by such Advisory Personnel. Such External Products may outperform the Affiliated Product selected for the Advisory Account. See Item 11, Affiliated Products / External Products.

Risks Related to SOFR – SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median rate derived from such data. SOFR is calculated and published by the Federal Reserve Bank of New York (“FRBNY”). If data from a given source required by the FRBNY to calculate SOFR is unavailable for any day, then the most recently available data for that segment will be used, with certain adjustments. If errors are discovered in the transaction data or the calculations underlying SOFR after its initial publication on a given day, SOFR may be republished at a later time that day. Rate revisions will be effected only on the day of initial publication and will be republished only if the change in the rate exceeds one basis point. Because SOFR is a financing rate based on overnight secured funding transactions, it differs fundamentally from LIBOR. LIBOR was intended to be an unsecured rate that represents interbank funding costs for different short-term maturities or tenors. It was a forward-looking rate reflecting expectations regarding interest rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is largely insensitive to credit-risk considerations and to short-term interest rate risks. SOFR is a transaction-based rate, and it has been more volatile than other benchmark or market rates, such as historical three-month LIBOR, during certain periods. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates are a suitable substitute for LIBOR. SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s history or otherwise. Levels of SOFR in the future, may bear little or no relation to historical levels of SOFR, LIBOR or other rates.

Risks of Technological Developments – The widespread adoption of new internet, networking or telecommunications technologies or other technological changes could require issuers in which Advisory Accounts invest to incur substantial expenditures to modify or adapt their services or infrastructure to such new technologies, which could adversely affect their results of operations or financial condition. In addition, new services or technologies offered by competitors or new entrants may make such issuers less differentiated or less competitive when compared to other alternatives.

Risks Related to the Operation of Markets – Advisory Accounts may incur losses in the event of the early closure of, complete closure of, suspension of trading in, or similar interruptions affecting one or more domestic or international markets, trading venues, or clearing houses on or through which GS&Co. trades for such Advisory Accounts.

Sanctions Risk –Economic sanctions or similar measures by the United States or other non-US governments imposed on the issuers of securities in an Advisory Account create a heightened risk of loss due to delayed settlement, liquidity constraints, and an inability to liquidate such securities at a favorable price or to conduct any transactions in such securities at all. Economic sanctions may also prevent Goldman Sachs from taking certain steps to obtain timely possession or control of an Advisory Account’s fully paid securities and excess margin securities to cure a segregation deficiency.

Reputational Risks – The dissemination of negative or inaccurate information about issuers in which Advisory Accounts invest via media, including social media, could harm their business, reputation, financial condition, and results of operations, which could adversely affect Advisory Accounts and, due to reputational considerations, influence GS&Co.’s decision as to whether to remain invested in such issuers.

Short Selling/Position Risk – Short selling involves the risk of potentially unlimited losses and the inability to reacquire a security or close the transaction timely or at an acceptable price.

Sustainability Risks – Advisory Account investments could be exposed to sustainability risks (i.e., where an environmental, social or governance event or condition exists that could cause an actual or a potential material negative impact on the value of investments), including physical environmental risks, climate change transition risks, supply chain disruptions, improper labor practices and corruption. If they materialize, sustainability risks can reduce the value of investments held by an Advisory Account and could have a material impact on the performance and returns of Advisory Accounts.

Technology Sector Risks – Stock prices of technology companies may experience significant price movements as a result of intense market volatility, worldwide competition, consumer preferences, product compatibility, product obsolescence, government regulation, or excessive investor optimism or pessimism.

Timing of Implementation Risks – There may be delays in the implementation of investment strategies, including as a result of differences in time zones and the markets on which securities trade. Whether an Advisory Account is managed on a discretionary or non-discretionary basis can also disrupt the implementation of an investment strategy, For example, certain investment strategies may be delayed or not pursued in Advisory Accounts managed on a non-discretionary basis because the client must authorize transactions before they can be executed.

Trading on Non-U.S. Exchanges – Futures and securities traded on exchanges located outside the United States may be subject to greater counterparty risk than those traded on U.S. exchanges, financial irregularities and/or lack of appropriate risk monitoring and controls.

Conflicts Related to the Use of Tactical Tilts – Where Advisory Personnel use tactical investment ideas derived from short-term market views (“Tactical Tilts”) for Advisory Accounts, material risks exist. For example, the timing for implementing a Tactical Tilt or unwinding a position can materially affect the performance of such Tactical Tilt. For various reasons, Goldman Sachs and its affiliates may implement a Tactical Tilt, invest in an affiliated fund that invests in Tactical Tilts, or unwind a position for its client Accounts or on its own behalf before Advisory Personnel do on behalf of Advisory Accounts, or implement a Tactical Tilt that is different from the Tactical Tilt implemented by Advisory Personnel on behalf of Advisory Accounts, which could have an adverse effect on Advisory Accounts and result in poorer performance by Advisory Accounts than by Goldman Sachs or other client Accounts. In addition, unless otherwise agreed in writing, Advisory Personnel monitor an Advisory Account’s Tactical Tilt positions only on a periodic basis. Therefore, changes in market conditions and other factors may result in substantial losses to an Advisory Account, and no assurance can be given that a Tactical Tilt position will be unwound before the Advisory Account suffers losses. The use of Tactical Tilts also includes the risk of reliance on models. Conflicts Related to the Use of Target Ranges and Rebalancing – To the extent a client designates target allocations or target ranges within an Advisory Account in connection with a particular asset class or strategy, allocations of an Advisory Account’s assets may, from time to time, be out of balance with the Advisory Account’s target ranges for extended periods of time or at all times due to various factors, such as fluctuations in, and variations among, the performance of the investment products to which the assets are allocated, reliance on estimates in connection with the determination of percentage allocations and limitations on liquidity of investments. Any rebalancing by Advisory Personnel of the Advisory Account’s assets may have an adverse effect on the performance of the Advisory Account’s assets. For example, an Advisory Account will generally incur transaction costs, and could be subject to investment losses, if the Advisory Account’s assets are allocated away from an over-performing investment product and allocated to an underperforming investment product in connection with a rebalancing. In addition, in some cases

Advisory Personnel’s ability to fully rebalance as intended is limited by several factors, including the use of estimates of the NAVs of the investment products, and, in the case of investments in pooled investment vehicles, restrictions on additional investments in and redemptions from such investment products. Similarly, the use of target ranges in respect of asset classes may result in an Advisory Account containing a significantly greater percentage of Affiliated Products than would otherwise be the case, including during periods in which Affiliated Products underperform External Products. In such circumstances, there could be one or more External Products that would be a more appropriate addition to an Advisory Account than the Affiliated Products then in the Advisory Account. Such External Products may outperform the Affiliated Products then in the Advisory Account. For information regarding conflicts of interest in connection with Affiliated Products and External Products, See Item 11, Affiliated Products / External Products.

Tax Aware Investment Risks – This section briefly summarizes some of the important risks, including U.S. federal income tax consequences, that may arise in connection with “tax-aware” strategies. Tax aware strategies are generally designed for U.S. taxable clients to realize capital losses (primarily short-term) and defer capital gains. They may also be referred to as “tax advantaged,” “tax managed,” or “tax aware” strategies or accounts (collectively referred to herein as tax aware strategies or accounts). This section does not address all tax rules, including state laws, non-U.S. person regulations, and other rules applicable to certain types of clients or special circumstances. GS&Co. does not provide legal, tax or accounting advice unless otherwise agreed to by GS&Co. in writing.

Payment of Taxes – Clients will be responsible for payment of any and all taxes due as a result of transactions in an account that pursues a tax aware strategy.

Risks Relating to Tax Aware Strategies Generally – Tax aware strategies are designed for U.S. taxable clients to realize capital losses (primarily short-term) and defer capital gains. If the strategies fail to meet these tax-aware objectives, the after-tax result could be worse than if the client had not enrolled in the strategy at all. Furthermore, implementing taxaware methodologies may introduce substantial non-tax economic costs, such as retaining securities with unrealized gains that hinder the ability to align the portfolio with desired investment allocations. By intentionally triggering capital losses and replacing sold securities, the average cost basis of the securities in the portfolio is reduced. This creates a growing contingent future tax liability on unrealized gains. If the account is eventually liquidated, the client will generally face immediate taxes on these realized gains. The extent of any tax benefits, even if achieved by a tax aware strategy or account, could vary depending upon a client’s investments outside of the strategy in an account within GS&Co. or held outside of GS&Co., or in accounts held by related parties, within GS&Co. or held outside of GS&Co. Unless otherwise agreed to in writing, Managers of tax aware strategies, including the Tax Advantage Core Strategies (“TACS”) managed by GSAM LP, manage tax-aware accounts on a standalone basis and do not consider any other assets that a client owns (including in other accounts managed by the Manager, including those managed by GSAM LP or its affiliates). Transactions in these outside accounts can trigger adverse tax consequences under U.S. Internal Revenue Service (the “IRS”) wash sale, straddle, or constructive sale rules. In the event of an unfavorable determination on an IRS tax audit, clients may be subject to additional taxation (including interest and penalties) on a current or retroactive basis. Tax reporting of gains and losses on IRS Form 1099, and associated tax basis reporting, will generally not reflect all of the consequences of straddles, wash sales, constructive sales or the disqualification of dividends and it is incumbent on clients and their tax advisors to independently recognize and account for such tax consequences. Managers ability to utilize various tax-management techniques may be curtailed or eliminated in the future by tax legislation, regulation or interpretations, each of which may have retroactive effects and clients should consult their tax advisor.

The sale of positions to repay borrowing on a client’s portfolio generally could also have tax ramifications and diminish the client’s overall tax objectives especially where the client has chosen to invest in a tax aware strategy. Further, adverse tax consequences, such as those mentioned below, could, in some circumstances, exceed the potential tax benefits of a tax aware strategy.

Constructive Sales – Under the U.S. Internal Revenue Code of 1986, as amended (the “IRC”), a client may be treated as recognizing a gain (but not a loss) if they hold a position that economically offsets an appreciated position (e.g., a long position in a TACS account and an offsetting short position in a different account).

Tax Straddles – Certain adverse tax consequences can apply when a taxpayer or a related party holds “offsetting positions” (e.g., a stock and an offsetting option) that substantially diminish the risk of loss from holding one position by reason of holding one or more other positions, including the suspension or elimination of realized losses, the conversion of short-term losses into long-term losses, the resetting of holding periods to zero, and the disqualification of dividends from preferential tax rates.

Wash Sales – Under the wash sale rules, the loss on the sale of a stock or security is disallowed and is instead added to the basis of the replacement security. A client’s ability to use realized losses may be limited if a client invests in multiple mandates that trade the same or substantially identical securities, and/or through accounts that are deemed to be related under the relevant tax rules and regulations (“related accounts”). In certain instances, Managers may intentionally engage in wash sales when they believe that the trades are beneficial to do so. In addition, Managers may be unable to avoid wash sales in certain circumstances. To the extent that one or more TACS accounts are managed as related for tax purposes, GSAM LP may limit or reduce trading across those accounts in order to avoid wash sales which may result in less loss harvesting for the accounts. The rules apply to both long and short positions. Managers are not responsible for identifying wash sales across a client’s portfolio.

Qualified Dividends – To receive preferential tax rates on dividends, a stock must be held for more than 60 days during a specific 121-day window. Clients who hold a short position in the same or similar stock directly or in a related account during this period can cause the dividend to fail to be qualified, causing it to be taxed at higher ordinary income rates.

Additional Risks Related to the TACS and GOAS Call Writing Strategy Accounts – If a client maintains a TACS account and a GOAS call writing strategy account, a straddle may be created if the underlier of the call option(s) held in the GOAS call writing account is substantially similar to equity positions across your investment portfolio, as those equity positions generally may reduce the risk of loss on the call option(s).

Additional Risks Related to the Tax Aware Active Extension Strategies – Tax aware Active Extension strategies (“Active Extension Strategies”), including TACS Active Extension Strategies managed by GSAM LP, are generally tax aware strategies that utilize both short sales and margin loans in an effort to deliver outperformance relative to the market while seeking to provide additional tax management opportunities relative to other tax aware strategies. In addition to the risks described above, the Active Extension Strategies are subject to certain other risks including short sale risk and certain tax risk. Please also refer to Leverage Risk.

Short Sale Risks – The Active Extension Strategies will require that a broker dealer execute a short sale of securities chosen by Managers. If a client fails to deliver any securities sold in a long sale, the broker dealer (which could be an affiliate of GSAM LP) will be authorized to borrow the necessary securities to enable the broker dealer to make delivery. Clients are responsible for all costs, including borrowing fees and payments, while facing risks related to leverage, counterparty insolvency, and the potential for lenders to terminate loans unexpectedly. Please refer to Short Selling/Position Risk.

Tax Risk – It is possible that the IRS could challenge the tax benefits associated with the Active Extension Strategies, in which case adverse tax consequences along with interest and penalties could apply. Clients should consult their tax advisor.

Legal, Tax and Regulatory Risks – New and existing legal, tax and regulatory regimes may adversely impact the ability of GS&Co. to conduct activities and transactions in respect of Advisory Accounts, may require material adjustments to the business and operations of Advisory Accounts, or may result in increased costs and operational burdens associated with the trading and investment activity of Advisory Accounts and increased compliance costs (including the cost of additional resources dedicated to compliance), which could be harmful to Advisory Accounts.

Trade Protectionism - Advisory Accounts may be materially affected by market, economic and political conditions globally and in the jurisdictions and sectors in which they invest or operate, including economic outlook, factors affecting interest rates, the availability of credit, currency exchange rates, and trade barriers. Recent populist and anti-globalization movements, particularly in the United States, may result in material changes in economic trade and immigration policies, all of which could lead to significant disruption of global markets and could have adverse consequences on the Advisory Accounts’ investments. The imposition of tariffs, for example, can lead to supply shortages and higher costs, potentially impacting their profitability and competitiveness.

U.S. Treasury Securities Risk – Securities backed by the U.S. Treasury or the full faith and credit of the United States are guaranteed only as to the timely payment of interest and principal when held to maturity, but the market prices for such securities are not guaranteed and will fluctuate, including as changes in global economic conditions affect the demand for these securities. Additionally, it is expected that the SEC’s recent adoption of rules which will require central clearing of a broad range of cash and repurchase transactions in U.S. Treasury securities beginning on December 31, 2026 will result in significant changes in the current marketplace, which in turn will have significant effects on market participants including GS&Co. and its affiliates and on the prices of U.S. Treasury securities. The full impact of these changes is uncertain.

Valuation Risks – In valuing assets that lack a readily ascertainable market value GSAM or its agent may utilize dealer-supplied quotations or pricing models based on methodologies that are subject to error.

Volatility Risks – The prices and values of investments can be highly volatile, and are influenced by, among other things, interest rates, general economic conditions, investor sentiment, the condition of the financial markets, the financial condition of the issuers of such assets, changing supply and demand relationships, programs and policies of governments, regional or global pandemics, developments or trends in any particular industry, and political and economic events and policies worldwide. In the event that securities trading is significantly reduced or halted due to any of the foregoing or other factors, it might be difficult for an Advisory Account or underlying fund to properly value its holdings in such securities.

Additional Risks Applicable to Advisory Accounts Managed by Portfolio Management Teams In addition to the risks applicable to all strategies, the specific risks of each strategy should be considered. The following is a description of the strategies managed by Portfolio Management Teams, the methods of analysis used by Portfolio Management Teams in formulating investment advice for Advisory Accounts and the material risks involved in investing in each strategy.

Structured Investment Strategies GS&Co. offers structured investment strategies managed by a dedicated Portfolio Management Team. See Item 4 Advisory Business – Structured Investment Strategies The Portfolio Management Team selects investments issued by a particular third-party issuer for a variety of reasons, including to provide diversified credit exposures, due to capacity constraint reasons or in an effort to facilitate client requests, but may, at times, be limited in its ability to do so. The terms and risks of each structured investment vary materially depending on the credit-worthiness of the issuer, the nature of the referenced asset and the maturity of the instrument, among other factors. In addition to the general risks described above, some of the material risks associated with structured investment strategies include:

Correlation Risk – The performance of the structured investment held in a client’s Account could underperform or differ from the market, or prior to maturity, perform differently than the payment at maturity formula due to changes in factors influencing the structured investments, including equity performance and/or changes in credit spreads, implied volatility, interest rates and/or dividends.

Credit Diversification Risk – The credit diversification of the strategy could be limited due to the lack of availability of structured investments from one or more issuers at a given time.

Secondary Market/Limited Liquidity Risk – The secondary market for one or more of the underlying structured investments could be limited due to a particular issuer exposure, volatility of a referenced asset or for other reasons. This lack of liquidity in the secondary market may make one or more of the underlying investments more difficult to dispose of and to value, resulting in the strategy being less liquid than other strategies and negatively impacting secondary market valuations.

Underperformance Risk – The strategy could underperform the underlying investments due to reasons such as the payout feature of one or more investments and the fact that such structured investments do not receive dividends.

Other Portfolio Management Teams In addition to the Portfolio Management Teams described above, GS&Co. may add additional Portfolio Management Teams and its current Portfolio Management Teams may offer additional strategies at any time.

Item 9. Disciplinary information

In the ordinary course of its business, GS&Co. and its management persons, as well as Goldman Sachs and/or other Goldman Sachs personnel, have in the past been, and may in the future be, subject to periodic audits, examinations, claims, litigation, formal and informal regulatory or other inquiries, requests for information, subpoenas, employment- related matters, disputes, investigations, and other civil, legal or regulatory proceedings involving the SEC, other regulatory authorities, or private parties. Such actions, investigations, litigation and claims have the potential to result in findings, conclusions, settlements, charges or various forms of sanctions against GS&Co.

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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.

Item 10. Other financial industry activities and affiliations

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.

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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.

In the event assets of an Advisory Account are treated as “plan assets” subject to ERISA, the use of ECNs/Trading Venues to execute trades on behalf of such Advisory Account may, absent an exemption, be treated as a prohibited transaction under ERISA. However, PWM effects trades through ECNs/Trading Venues provided that such trades are executed in accordance with the exemption under Section 408(b)(16) of ERISA. In addition, PWM is required to obtain authorization from any Advisory Account whose assets are treated as “plan assets” in order to execute transactions on behalf of such Advisory Account using an ECN/Trading Venue in which Goldman Sachs has an ownership interest. Furthermore, there may be limitations or restrictions placed on the use of ECNs/Trading Venues (including, without limitation, for purposes of complying with law and otherwise). Through GS&Co.’s trading on or membership to various trading platforms or venues, or interactions with certain service providers (including depositaries and messaging platforms), GS&Co. and its affiliates, in certain cases, receive interests, shares or other economic benefits from such service providers. Investment Companies and Other Pooled Investment Vehicles GS&Co. and certain of its affiliates, including GSAM LP, act in an advisory or sub-advisory capacity with respect to separately managed accounts and private investment funds and in other capacities, including as trustee, managing member, adviser, administrator and/or distributor to a variety of U.S. and non-U.S. investment companies (including separate accounts underlying variable life insurance policies and variable annuity contracts that are structured as registered investment companies) as well as other pooled investment vehicles including collective trusts, ETFs, closed end funds, business development companies and private investment funds. Such advisory, sub-advisory, or other relationships in some cases are with affiliated entities or with institutions that are not part of Goldman Sachs. Certain GS&Co. personnel are also directors, trustees and/or officers of these investment companies and other pooled investment vehicles. GS&Co. and its affiliates, in their capacities as advisers or sub-advisers to these entities, will receive management or advisory fees. Although such fees are generally paid by the entities, the costs are ultimately borne by clients as investors. These fees will be in addition to any advisory fees or other fees agreed between investors in their capacity as clients and GS&Co. for investment advisory, brokerage or other services. Except as otherwise agreed, clients of GS&Co. and its affiliates may invest in these investment companies and other pooled investment vehicles offered by Goldman Sachs without paying fees to GS&Co. For entities where GS&Co. applies an advisory fee, the fee that will apply is generally the same for both affiliated and unaffiliated entities and clients may pay more or less than the index oriented fee depending on the agreed upon fee schedule. For additional information on compensation earned for the sale of these products, please see Item 5, Fees and Compensation. Other Investment Advisers GS&Co. has investment advisory affiliates in and outside of the United States that are registered with the SEC as investment advisers. These affiliates include, but are not limited to, GSAM LP, Goldman Sachs Asset Management International (“GSAMI”), and Goldman Sachs Wealth Services,. GS&Co. and its affiliates have or intend to have co-advisory or sub-advisory relationships with their investment advisory affiliates, as required for proper management of particular Advisory Accounts and in accordance with applicable law. GS&Co. will receive compensation in connection with such relationships. For additional information on compensation earned when clients select other investment advisers, see Receipt of Compensation from Investment Advisers, below. Where permissible by law, GS&Co. and its affiliates share resources in connection with providing investment advisory services, including credit analysis, execution services and trade support. GS&Co. personnel may recommend the investment advisory services of its affiliates, including, but not limited to, GSAM LP, and Goldman Sachs Wealth Services, to its clients. Certain Advisory Personnel who make such referrals receive compensation for referring clients to such affiliates, subject to applicable law. GS&Co. personnel also refer clients to certain unaffiliated investment advisers. In such instances, certain investment advisers could pay GS&Co. a portion of the investment management fee charged to the client.

Manager selection and ongoing due diligence of unaffiliated mutual funds and ETFs used in strategies managed by GS&Co. are performed by GSAM LP. Clients may be offered access to advisory services through GS&Co., Goldman Sachs Wealth Services, GSAM LP, GSAMI, or other affiliated investment advisers. These investment advisers manage Accounts according to different strategies and may also apply different criteria to the same or similar products (including but not limited to equities and fixed income securities). For instance, in the case of Accounts holding municipal bonds, GSAM LP and GS&Co. may apply different credit criteria (including different minimum credit ratings, sector restrictions, maturity limitations or portfolio duration), they may offer different portfolio structures (e.g., laddered, barbelled or customized), and they may have different minimum Account size requirements. Additionally, GS&Co. executes trades through itself as well as third parties and may participate in underwritings, whereas GSAM LP and GSAMI generally only execute trades through third parties. Since each investment adviser’s investment decisions are made independently, it should be expected that GSAM LP and/or GSAMI may be buying while GS&Co. and/or Goldman Sachs Wealth Services are selling, or vice versa. Therefore, it is possible that accounts managed by GSAM LP or GSAMI could sustain losses during periods in which accounts managed by GS&Co., or Goldman Sachs Wealth Services achieve significant profits on their trading, and vice versa. Subject to applicable law, GS&Co. has the discretion to delegate all or a portion of its advisory or other functions (including placing trades on behalf of Advisory Accounts) to any affiliate that is registered with the SEC as an investment adviser or to any of its non-U.S. affiliated advisers. GS&Co. may also move or share portfolio management between affiliated advisers. This might include the movement of portfolio managers from GS&Co. to an affiliated adviser or the transfer of management of the portfolio to a management team within an affiliated adviser. A copy of the brochure of GSAM LP, Goldman Sachs Wealth Services, GSAMI or other affiliated investment advisers is available on the SEC’s website (www.adviserinfo.sec.gov) and will be provided to clients or prospective clients upon request. Clients that want more information about any of these affiliates should contact GS&Co. Financial Planning GS&Co.’s affiliate, Goldman Sachs Wealth Services, provides financial planning (“Financial Planning,” which may also be referred to at times as “financial counseling” or “financial coaching”) as described more fully in the Goldman Sachs Wealth Services Brochure, which generally focuses on planning related to compensation and employment benefits, cash-flow, retirement estate, insurance, investment, philanthropic, and tax planning as may be appropriate, in addition to investment management, financial education and other services to publicly traded companies and privately held firms and their respective executives and employees, high net worth individuals, and affinity and membership organizations or community-based and charitable organizations and their respective members and participants. Goldman Sachs Wealth Services’ personnel recommend GS&Co.’s investment advisory services to its clients and receive fees from GS&Co. in certain circumstances. Goldman Sachs Wealth Services’ Personal Wealth offering is also available to clients who generally do not have another Financial Planning relationship with Goldman Sachs Wealth Services, but who have at least $1,000,000 held in Advisory Accounts. Additional information about the Personal Wealth offering can be found in the Goldman Sachs Wealth Services Form ADV Part 2A. For information on financial planning offered by GS&Co. see Item 4 – Advisory Services – Family Office Services of the PWM Brochure. Futures Commission Merchant, Commodity Pool Operator, Commodity Trading Advisor GS&Co. and certain of its affiliates are registered with the Commodity Futures Trading Commission (“CFTC”) as an FCM, CPO, SD and CTA. These affiliates include GSAM LP, GSAMI, and GSAMS. If

permitted by law and applicable regulation, GS&Co. buys, sells and/or clears futures and swaps on behalf of its Advisory Accounts through itself or its CFTC-registered affiliates and these affiliates receive commissions in connection with such transactions. GS&Co. also utilizes the services of these affiliates in connection with foreign exchange transactions for certain Advisory Accounts. Bank or Thrift Institution Banks GS Group is a Financial Holding Company and a Bank Holding Company registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under the BHCA. GS Group is subject to supervision and regulation by the Federal Reserve. GS Bank is an FDIC insured, New York State chartered Federal Reserve member bank. GS Bank accepts brokered deposits, lends to individuals and corporate clients, transacts in certain derivatives, and provides securities lending, custody and hedge fund administration services. GS Bank offers securities-based loans and structured loans to Private Wealth Management clients on the Goldman Sachs platform. GS Bank benefits from the use of securities-based loans and structured loans by charging interest on those loans. GS&Co. and Advisory Personnel who make referrals and participate in GS&Co.’s compensation plan receive compensation for referring clients to GS Bank for such loans. These loans are not made on an advisory basis but are solely self-directed. Such referrals create a conflict between the interests of clients and the interests of GS&Co. and its employees since GS&Co. and these Advisory Personnel have an economic interest in the loans. Such compensation is in addition to compensation GS&Co. and these Advisory Personnel receive from the investment advisory fee charged by GS&Co. for providing advisory services to the Advisory Accounts pledged as collateral for the loans. Borrowing against securities is not suitable for all investors. Sufficient collateral must be maintained to support a loan and to take advances. It should be expected that if there is a decline in the value of a client’s collateral assets, including as a result of markets going down in value, clients will be required to deposit more securities or funds to maintain the level needed to avoid a maintenance call or pay down the line of credit and that GS Bank will sell some or all of a client’s securities without prior notice to maintain the account at the required levels. This could affect a client’s holdings or the account or strategy the client is invested in, and could also have tax ramifications, in particular diminishing a client’s overall tax objectives, especially where the client has chosen to invest in a tax aware strategy. GS Bank can increase a client’s collateral maintenance requirements at any time without notice. Additionally, GS Bank has no obligation to fund the line and can change the client’s interest rate or demand full or partial repayment at any time. Clients should also consult with their own tax advisor prior to using municipal securities as collateral, as there may be tax consequences associated with doing so. GS&Co. offers a Bank Deposit Cash Sweep with its affiliate, GS Bank, which may be elected for use in eligible accounts, including at a client’s direction. Unless the client selects a different cash sweep option, the Bank Deposit Cash Sweep will generally be the default sweep option regardless of any difference in actual or expected returns in connection with other sweep options. Returns on cash sweep options are impacted by a variety of factors, including applicable interest rates and the nature of the account. For example, interest rates on 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. GS&Co. and certain Advisory Personnel earn higher compensation in connection with Bank Deposit Cash Sweep than from cash swept to money market funds. The Bank Deposit Cash Sweep provides benefits to GS&Co. and GS Bank. GS Bank may pay GS&Co. a fee in connection with Advisory Accounts that use the Bank Deposit Cash Sweep. 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 could 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. Trust Companies GS&Co. also has relationships with The Goldman Sachs Trust Company, N.A., a national bank limited to fiduciary activities (“GSTC”), and The Goldman Sachs Trust Company of Delaware, a Delaware limited purpose trust company (“GSTD”). GSTC and GSTD provide personal trust and estate administration and related services to certain of GS&Co.’s clients. GS&Co. and its affiliates provide a variety of services to GSTC and GSTD, including investment advisory, sub-advisory, brokerage, distribution, marketing, operational, infrastructure, financial, auditing and administrative services. Goldman Sachs receives fees from GSTC and GSTD according to the fee schedules agreed upon between the parties in arm’s-length service agreements. Insurance Company or Agency GS&Co.’s affiliates, The Ayco Services Agency, L.P., and The Ayco Services Insurance Agency, Inc., are licensed insurance agencies and engage in the insurance agency business for purposes of selling, brokering and co-brokering, including, but not limited to, life insurance policies and annuity contracts (both fixed and variable) and long-term care insurance contracts for separate compensation. GS&Co. may refer clients to these related affiliates and will receive referral fees subject to applicable law. Sponsor or Syndicator of Limited Partnerships Goldman Sachs establishes unregistered privately placed vehicles in which clients invest and distributes securities issued by such vehicles. GS&Co. and its affiliates generally receive fees in connection therewith. Management Persons; Policies and Procedures Certain of GS&Co.’s management persons also hold positions with one or more Goldman Sachs affiliates. In these positions, those management persons of GS&Co. have certain responsibilities with respect to the business of these affiliates and the compensation of these management persons may be based, in part, upon the profitability of these affiliates. Consequently, in carrying out their roles at GS&Co. and these affiliates, the management persons of GS&Co. are subject to the same or similar potential conflicts of interest that exist between GS&Co. and these affiliates. GS&Co. has established a variety of restrictions, policies, procedures and disclosures designed to address potential conflicts that arise between GS&Co., its management persons and its affiliates. These policies and procedures include: information barriers designed to prevent the flow of information between GS&Co., its personnel and certain other affiliates; policies and procedures relating to brokerage selection, trading with affiliates or investing in products managed or sponsored by affiliates; and allocation and trade sequencing policies applicable to Accounts (as defined below). No assurance can be made that any of GS&Co.’s current policies and procedures, or any policies and procedures that are established by GS&Co. in the future will have their desired effect. Additional information about these conflicts and the policies and procedures designed to address them is available in Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.

Affiliated Indexes Goldman Sachs has in the past, and may in the future, develop, co-develop, own and operate stock market and other indexes (each, an “Index”) based on investment and trading strategies and concepts developed by Goldman Sachs or co-developed by Goldman Sachs and a third-party. Goldman Sachs has entered into, and may in the future enter into, a revenue sharing arrangement with a third-party co-developer of an Index pursuant to which Goldman Sachs receives a portion of the fees generated from licensing the right to use the Index or components thereof to third parties. Some of the ETFs for which GSAM LP or its affiliates act as investment adviser (the “GSAM LP ETFs”) seek to track the performance of an Index. GS&Co., from time to time, manages Advisory Accounts that invest in these GSAM LP ETFs, which may facilitate the GSAM LP ETFs achieving a specified size or scale. Goldman Sachs may make payments to an investor that contributes seed capital to a GSAM LP ETF. Such payments may continue for a specified period of time and/or until a specified dollar amount is reached, and will be made from the assets of Goldman Sachs (and not the applicable GSAM LP ETF). Seed investors may contribute all or a majority of the assets in a GSAM LP ETF. There is a risk that such seed investors may redeem their investments in the GSAM LP ETF, particularly after payments from Goldman Sachs have ceased. Such redemptions could have a significant negative impact on the GSAM LP ETF, including on its liquidity and the market price of its shares. Goldman Sachs has adopted policies and procedures that are designed to address potential conflicts that arise in connection with Goldman Sachs’ operation of the Indexes, the GSAM LP ETFs and the Advisory Accounts. Goldman Sachs has established certain information barriers and other policies designed to address the sharing of information between different businesses within Goldman Sachs, including with respect to personnel responsible for maintaining the Indexes and those involved in decision-making for the ETFs. In addition, as described in Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading below, GS&Co. has adopted a code of ethics. Growth Through Acquisitions Goldman Sachs intends to grow organically as well as inorganically through acquisitions. In the future, Goldman Sachs may acquire advisers and/or their business lines that may further expand the depth and breadth of its advisory business. Receipt of Compensation from Investment Advisers GS&Co. may select, or recommend that clients allocate assets to, one or more Accounts or funds managed by one or more Affiliated Managers or Unaffiliated Managers. The ability to recommend both Affiliated Managers and Unaffiliated Managers creates potential conflicts for GS&Co. and could impact its decisions regarding Manager selection when affiliation is considered by GS&Co., among other factors, in deciding whether to make Managers available to clients, to increase client investments with Managers, and to retain or withdraw client investments from Managers. GS&Co. receives compensation in connection with clients’ investments in, and selection of and recommendation of such Accounts or funds, and such compensation creates a conflict of interest. For example, Goldman Sachs receives various forms of compensation, including fees, commissions, payments, rebates, remuneration, services or other benefits (including benefits relating to investment and business relationships of Goldman Sachs) from Unaffiliated Managers and their affiliates. Therefore, investments by Advisory Accounts with Unaffiliated Managers (where Goldman Sachs participates in the fee and/or profit sharing arrangement or other interest in the equity or profits of Unaffiliated Managers) will result in additional compensation to Goldman Sachs. Subject to applicable law, (and excluding Retirement Accounts), the amount of such compensation, including fees, commissions, payments, rebates, remuneration, services or other benefits to Goldman Sachs, or the value of Goldman Sachs’ interests in the Unaffiliated Managers or their businesses, varies by Unaffiliated Manager and will generally be greater if GS&Co. selects or recommends certain Unaffiliated Managers over other Unaffiliated Managers, as further described below.

In addition, as a major participant in global financial markets providing a wide range of financial services, Goldman Sachs provides various services or has business dealings, arrangements or agreements with affiliates and portfolio companies of Unaffiliated Managers. GS&Co. will face potential conflicts in making determinations as to whether one or more Advisory Accounts should invest or withdraw funds from Unaffiliated Managers (or underlying funds they manage or advise) with which Goldman Sachs has such relationships. In certain cases, Goldman Sachs or other Accounts have equity, profits or other interests in Unaffiliated Managers or have entered into arrangements with such Unaffiliated Managers in which such Unaffiliated Managers would share with Goldman Sachs or other Accounts a material portion of its fees or allocations. Such revenue sharing arrangements exist in situations that include without limitation, where Unaffiliated Managers earn fees as a result of the allocation of Advisory Account assets to such Unaffiliated Managers or where such Unaffiliated Managers manage an External Product that invests in Affiliated Products. Payments to Goldman Sachs (either directly from Unaffiliated Managers (or underlying funds they manage or advise) or in the form of fees or allocations payable by client accounts) will generally increase as the amount of assets that Managers manage increases. Therefore, investment by Advisory Accounts with such Unaffiliated Managers (or underlying funds they manage or advise) where Goldman Sachs or other Accounts have a fee and/or profit sharing arrangement or other interest in the equity or profits of such Unaffiliated Managers generally results in additional revenues to Goldman Sachs and its personnel. The relationship that Goldman Sachs and other Accounts have with such Unaffiliated Managers (or their portfolio companies or affiliates) generally also results in GS&Co. being incentivized to increase Advisory Accounts’ investments with such Unaffiliated Managers or to retain their investments with such Unaffiliated Managers (or underlying funds they manage or advise). Except to the extent required by applicable law, GS&Co. will not account to a client for or offset any compensation received by Goldman Sachs against fees and expenses the client otherwise owes Goldman Sachs. Because Goldman Sachs will, on an overall basis, receive higher fees, compensation and other benefits if client assets are allocated to Affiliated Managers, including Accounts or investment funds managed by Goldman Sachs, such as GSAM LP and GSAMI, GS&Co. has an incentive to allocate or recommend the assets of Advisory Accounts to Affiliated Managers. For particular asset classes or investment strategies, GS&Co.’s advisory program may not have Unaffiliated Managers, or may have fewer Unaffiliated Managers than Affiliated Managers; accordingly, any allocations to such an asset class or investment strategy will more likely be made to Affiliated Managers, including GSAM LP or GSAMI. Clients should expect that Goldman Sachs and its Personnel will have interests in Managers or their affiliates, or have business relationships or act as counterparties with Unaffiliated Managers of their affiliates, including, for example, in Goldman Sachs’ prime brokerage, trade execution, and investment banking businesses. GS&Co. will be incentivized to make available, allocate assets to, and refrain from withdrawing assets from Unaffiliated Managers whose principals or employees are clients of Goldman Sachs. In addition, Goldman Sachs has investments in selected Managers or their affiliates. From time to time, Goldman Sachs receives notice of, or offers to participate in, investment opportunities from Unaffiliated Managers, their affiliates, or other third parties. Such investment opportunities are offered to Goldman Sachs for various reasons, which include business relationships with Unaffiliated Managers and their affiliates or other reasons, including that one or more Advisory Accounts have made investments with such Unaffiliated Managers. Such opportunities will generally not be required to be allocated to such Advisory Accounts. Investment (or continued investment) by particular Advisory Accounts with such Unaffiliated Managers may result in additional investment opportunities for Goldman Sachs or other Accounts. Certain Advisory Accounts (other than Retirement Plans) that allocate assets to Managers do not pay compensation to the Managers. Instead, the Managers are compensated by GS&Co. out of compensation GS&Co. receives from the client. In such circumstances, any reduction in the compensation payable to the Managers will inure to the benefit of GS&Co., and not to the client. This fee structure incentivizes GS&Co. to recommend or select Managers with lower compensation levels (including Managers that discount their fees based on aggregate Account size or other relationships) in order to increase the net fee to GS&Co., and not recommend or select other Managers that might also be appropriate for the Advisory Accounts. Except for Retirement Accounts, it should be expected that the amount of the fee retained by Goldman

Sachs will be affected by Goldman Sachs’ business relationships and the size of Accounts other than a particular Advisory Account, and will directly or indirectly benefit Goldman Sachs and other client accounts. Clients are not entitled to receive any portion of such benefits received by Goldman Sachs or other client accounts. As described above, certain Unaffiliated Managers discount their fees based on aggregate account size, and permit GS&Co. to aggregate the amount of assets allocated to such Unaffiliated Managers across all Advisory Accounts within the same strategy in order to receive discounted fees. In general, this results in a reduction in compensation payable to the Unaffiliated Managers by Advisory Accounts. However, actions taken by GS&Co. on behalf of one or more of such Advisory Accounts could adversely impact the other Advisory Accounts that invest with the same Unaffiliated Managers. For example, in the event Goldman Sachs causes one or more Advisory Accounts to reduce the amount of assets allocated to an Unaffiliated Manager, the remaining Advisory Accounts may no longer qualify for discounted fees in which case the compensation payable to such Unaffiliated Manager by such remaining Advisory Accounts would increase. On the other hand, causing a new Advisory Account to invest with an Unaffiliated Manager could reduce the fees paid by Advisory Accounts that already have an investment with the Unaffiliated Manager. GS&Co. addresses these conflicts of interest in a manner that is consistent with its fiduciary duties.

Item 11. Code of ethics, participation in client transactions and personal trading

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.

Read the rest of Item 11 (13,213 more words)

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

that are potential investment opportunities for Advisory Accounts. There are circumstances in which Advisory Accounts are precluded from participating in such transactions as a result of Goldman Sachs’ engagement by such companies. Goldman Sachs reserves the right to act for these companies in such circumstances, notwithstanding the potential adverse effect on Advisory Accounts. In addition, in connection with an equity offering of securities of a portfolio company for which Goldman Sachs is acting as an underwriter, Advisory Accounts will, in certain instances, be subject to regulatory restrictions (in addition to contractual restrictions) on their ability to sell equity securities of the portfolio company for a period after completion of the offering. Goldman Sachs represents creditor or debtor companies in proceedings under Chapter 11 of the U.S. Bankruptcy Code (and equivalent non-U.S. bankruptcy laws). From time to time, Goldman Sachs (including GS&Co.) serves on creditor or equity committees. It should be expected that these actions, for which Goldman Sachs (or GS&Co., as applicable) may be compensated, will limit or preclude the flexibility that the Advisory Account otherwise has to buy or sell securities issued by those companies. Please also refer to Firm Policies, Regulatory Restrictions and Certain Other Factors Affecting Advisory Accounts, below. In addition, Goldman Sachs is expected to gather information in the course of such other activities and relationships about companies in which a client holds or may in the future hold an interest. In the event that Goldman Sachs is consulted in connection with opportunities with respect to these companies, Goldman Sachs shall have no obligation to disclose such information, any other non-public information which is otherwise subject to an obligation of confidence to another person, or the fact that Goldman Sachs is in possession of such information, to the client or to use such information on the client’s behalf. As a result of actual or potential conflicts, Goldman Sachs may not be able to provide a client with information or certain services with respect to a particular opportunity. See also Considerations Relating to Information Held by Goldman Sachs, below. Potential Conflicts Related to Lending and Loan Syndication Goldman Sachs operates in the debt markets, including the leveraged finance markets, and is an active arranger of senior and mezzanine financings in the syndicated loan market and the high yield market for financing acquisitions, recapitalizations and other transactions. From time to time, an Advisory Account will invest in transactions in which Goldman Sachs acts as arranger and receives fees in connection with these financings. In certain instances, an Advisory Account will purchase loans and/or debt securities and receive representations and warranties directly from the borrower, while in other instances, an Advisory Account will need to rely on a private placement memorandum from Goldman Sachs or others, and purchase such loans and/or debt securities at different times and/or terms than other purchasers of such loans. When an Advisory Account purchases such loans from Goldman Sachs and Goldman Sachs receives a fee from a borrower or an issuer for placing such loans and/or debt securities with an Advisory Account, certain conflicts of interest arise. Differing Advice and Competing Interests It should be expected that advice given to, or investment decisions made or other actions taken for, one or more Advisory Accounts will compete with, affect, differ from, conflict with, or involve timing different from, advice given to or investment decisions made for other Accounts, including Advisory Accounts. Goldman Sachs (including PWM), the clients it advises, and its Personnel have interests in and advise Accounts, including Advisory Accounts, that have investment objectives or portfolios similar to, related to or opposed to those of particular Advisory Accounts. In this regard, it should be expected that Goldman Sachs makes investment decisions for such Accounts that are different from the investment decisions made for Advisory Accounts and that adversely impact Advisory Accounts, as described below. In addition, Goldman Sachs (including PWM), the clients it advises, and its Personnel engage (or consider engaging) in commercial arrangements or transactions with Accounts, and/or compete for commercial arrangements or transactions or invest in the same types of companies, assets, securities and other instruments, as particular Advisory Accounts. Such arrangements, transactions or investments adversely affect such Advisory Accounts by, for example, limiting clients’ ability to engage in such activity or by effecting the pricing or terms of such arrangements, transactions or investments. Moreover, a particular Advisory Account on the one hand, and Goldman Sachs or other Accounts (including other Advisory Accounts) on the other hand, may vote

differently on, or take or refrain from taking different actions with respect to, the same security, that disadvantages the Advisory Account. Where Goldman Sachs receives greater fees or other compensation from such Accounts than GS&Co. does from the particular Advisory Accounts, Goldman Sachs, including through GS&Co., will be incentivized to favor such Accounts. It should be expected that other Accounts (including Advisory Accounts) engage in a strategy while an Advisory Account is undertaking the same or a differing strategy, any of which could directly or indirectly disadvantage the Advisory Account (including its ability to engage in a transaction or other activities). For example, if an Advisory Account buys a security, and Goldman Sachs or a Goldman Sachs client establishes a short position in that same security or in similar securities, any such short position may result in the impairment of the price of the security that the Advisory Account holds or could be designed to profit from a decline in the price of the security. An Advisory Account could similarly be adversely impacted if it establishes a short position, following which Goldman Sachs or a Goldman Sachs client takes a long position in the same security or in similar securities. Similarly, where Goldman Sachs is engaged to provide advice to a client that is considering entering into a transaction with a particular Advisory Account, and Goldman Sachs advises the client not to pursue the transaction with the particular Advisory Account, or otherwise in connection with a potential transaction provides advice to the client, it should be expected that this will be adverse to the particular Advisory Account. Clients may be offered (or may already have) access to advisory services through several different Goldman Sachs affiliates (including through GS&Co. and GSAM LP). Different advisory businesses within Goldman Sachs manage Accounts according to different strategies and apply different criteria to the same or similar strategies and have differing investment views with respect to an issuer or a security or other investment. Similarly, Advisory Personnel can have differing or opposite investment views in respect of an issuer or a security, and as a result some or all of the positions Advisory Personnel take with respect to an Advisory Account will be inconsistent with, or adverse to, the interests and activities of Advisory Accounts advised by other Advisory Personnel. Moreover, research, analyses or viewpoints will be available to clients or potential clients at different times. Goldman Sachs will not have any obligation to make available to Advisory Accounts any research or analysis at any particular time or prior to its public dissemination. The timing of transactions entered into or recommended by Goldman Sachs (including GS&Co.) on behalf of itself or its clients, including Advisory Accounts, may negatively impact Advisory Accounts or benefit certain other Accounts, including other Advisory Accounts. For example, if Goldman Sachs implements an investment decision or strategy for certain Advisory Accounts ahead of, contemporaneously with, or behind the implementation of similar investment decisions or strategies for other Advisory Accounts, (whether or not the investment decisions emanate from the same research analysis or other information), it could result, due to market impact or other factors in liquidity constraints or in certain Advisory Accounts receiving less favorable investment or trading results or incurring increased costs. Similarly, if Goldman Sachs implements an investment decision or strategy that results in a purchase (or sale) of security for one Advisory Account such implementation may increase the value of such security already held by another Advisory Account (or decrease the value of such security that such other Advisory Account intends to purchase), thereby benefitting such other Advisory Account. Goldman Sachs, in its discretion, in certain circumstances recommends that certain Accounts have ongoing business dealings, arrangements or agreements with persons who are (i) former employees of Goldman Sachs, (ii) affiliates or other portfolio companies of Goldman Sachs or other Accounts, (iii) Goldman Sachs’ employees’ family members and/or relatives and/or certain of their portfolio companies or (iv) persons otherwise associated with an Account investor, portfolio company, or service provider. Accounts and/or their investors generally will bear, directly or indirectly, the costs of such dealings, arrangements or agreements. These recommendations, and recommendations relating to continuing any such dealings, arrangements or agreements, pose conflicts of interest and may be based on differing incentives due to Goldman Sachs’ relationships with such persons. In particular, when acting on behalf of, and making decisions for, Advisory Accounts, GS&Co. may take into account Goldman Sachs’ interests in maintaining its relationships and business dealings with such persons. As a result, GS&Co. faces conflicts of interest arising out of Goldman Sachs’ relationships and business dealings in connection with decisions to take or refrain from taking certain actions on behalf of Advisory Accounts when doing so would be adverse to

Goldman Sachs’ relationships or other business dealings with such parties. Additionally, certain Portfolio Management Team members have family members or relatives that are actively involved in industries, sectors and companies in which Advisory Accounts invest, which gives rise to potential or actual conflicts of interest in connection with decisions by Portfolio Management Team members to take or refrain from taking certain actions on behalf of Advisory Accounts. The terms of an investment in an Account formed to facilitate investment by personnel of Goldman Sachs are typically different from, and more favorable than, those of an investment by a third-party investor in an Advisory Account. For example, investors in such an Account generally are not subject to management fees or performance-based compensation, share in the performance-based compensation, will not have their commitments pledged under a subscription facility, and will receive capital calls, distributions and information regarding investments at different times than third-party investors, and may receive equity compensation from underlying portfolio companies. It should be expected that, to the extent permitted by law, certain investors in such an Account will be provided leverage by Goldman Sachs. In the event of a substantial decline in the value of such Account’s investments, the leverage, if any, provided to employees may have the effect of rendering the investments by employees effectively worthless, which could undermine the potential alignment of interest between employees and third-party investors. In certain circumstances, subject to applicable law, Goldman Sachs will offer to purchase, redeem or liquidate the interests held by one or more investors in such an Account (potentially on terms advantageous to such Account’s investors) or to release one or more investors in such an Account from their obligations to fund capital commitments without offering third-party investors the same or a similar opportunity. Furthermore, Goldman Sachs personnel may also participate in one or more investments through a co-investment program or otherwise, which may also affect alignment of interests. Certain Advisory Personnel have accounts managed by Goldman Sachs and/or invest in the same securities that are recommended to clients or held in client accounts. Such Advisory Personnel may also hold securities and are able to trade for their own accounts contrary to financial guidance provided to clients. If such Advisory Personnel have hired Goldman Sachs to manage their accounts on a discretionary basis, those accounts are traded along with other client accounts and are not given any different or special treatment. Allocation of Investment Opportunities GS&Co. and its Advisory Personnel manage multiple Advisory Accounts, including Advisory Accounts in which Goldman Sachs and its Advisory Personnel have an interest, that pay different fees based on a client’s particular circumstances, including the size of the relationship and required service levels. This creates an incentive to allocate investments with limited availability to the Accounts for which GS&Co. and its Advisory Personnel have an interest or receive higher fees. Such investments may include local and emerging markets securities, high yield securities, fixed-income securities, MLPs and initial public offerings and new issues. To address these potential conflicts, GS&Co. has developed allocation policies and procedures that provide that Advisory Personnel making portfolio decisions for Advisory Accounts will make investment decisions for, and allocate investment opportunities among, Advisory Accounts consistent with GS&Co.’s fiduciary obligations. In some cases, these policies and procedures could result in the pro rata allocation (on a basis determined by GS&Co.) of limited opportunities across eligible Advisory Accounts, but in other cases such allocation may not be pro rata. In other cases, the allocations reflect the consideration of numerous other factors including, but not limited to, those described below. The allocation methodology varies based on the type of investment opportunity. In some cases, Advisory Accounts managed by different teams of Advisory Personnel are generally viewed separately for allocation purposes. Furthermore, certain investment opportunities sourced by GS&Co., or Goldman Sachs businesses or divisions outside of GS&Co., may be allocated to Goldman Sachs for its own account or investment vehicles organized to facilitate investment by its current or former directors, partners, trustees, managers, members, officers, employees, and their families and related entities, including employee benefit plans in which they participate, and current consultants and not to client accounts.

Advisory Personnel make allocation-related decisions by reference to one or more factors, including, without limitation: the client’s overall relationship with GS&Co.; Account investment objectives, investment horizon, financial circumstances and risk tolerance; timing of client’s subscription to or indication of interest in the investment; the capacity of the investment; whether Advisory Accounts give GS&Co. discretion or request client approval for investments; current and expected future capacity of applicable Advisory Accounts; prior investment activity; tax sensitivity of Accounts; the client’s domicile; suitability considerations; the nature of the investment opportunity; cash and liquidity considerations, including, without limitation, availability of cash for investment; relative sizes and expected future sizes of applicable Advisory Accounts; availability of other appropriate investment opportunities; legal and regulatory restrictions affecting certain Advisory Accounts, including client eligibility; minimum denomination, minimum increments, de minimis threshold and round lot considerations; client-specific investment guidelines and restrictions; current investments made by clients that are similar to the applicable investment opportunity; and the time of last trade. There will be some instances where certain Advisory Accounts receive an allocation while others do not, or where preferential allocations are given to clients with a proven interest or expertise in a certain sector, company or industry, or for other reasons, including those set forth above. Additionally, certain Advisory Personnel, as part of their investment style, choose not to participate in IPOs for any clients, choose to participate in IPOs for clients if they believe such investments are consistent with the client’s investment objectives and financial circumstances, choose to offer participation to only a small group of clients based upon criteria, such as assets under management, or choose to adopt another methodology. From time to time, GS&Co. will make allocations to certain Advisory Accounts before other Advisory Accounts based on a rotational system reasonably designed to treat Advisory Accounts fairly and equitably over time. As a result of the various considerations above, there will be cases in which certain Advisory Accounts (including Advisory Accounts in which Goldman Sachs and personnel of Goldman Sachs have an interest) receive an allocation of an investment opportunity (including an investment opportunity sourced by or available from GSAM LP or affiliates of GSAM LP) at times that other Advisory Accounts do not, or when other Advisory Accounts receive an allocation of such opportunities but on different terms (which may be less favorable). In addition, due to regulatory or other considerations, the receipt of an investment opportunity by certain Advisory Accounts may restrict or limit the ability of other Advisory Accounts to receive an allocation of the same opportunity. The application of these considerations may cause differences in the performance of different Advisory Accounts that employ the same or similar strategies. Certain Advisory Accounts may be unable to participate directly in particular types of investment opportunities (including those sourced by or available from GSAM LP or affiliates of GSAM LP), such as certain types of loans, due to the nature and/or size of the Advisory Accounts, or limitations or prohibitions in applicable loan or transaction documentation. In addition, certain Advisory Accounts may be limited due to the timing or specific nature of the particular investment opportunity. Such Advisory Accounts may only be able to access such investment opportunities indirectly through an investment in an Advisory Account that is a pooled investment vehicle managed by GSAM, which investment would result in additional management fees and/or performance-based compensation payable to GSAM LP. In certain cases, one or more funds or other advisory accounts (“Primary Vehicles”) are intended to be GSAM LP’s primary investment vehicles focused on, or receive priority with respect to, a particular strategy or type of investment (as determined in GSAM LP’s discretion, and including investments sourced by or available from GSAM LP or affiliates of GSAM LP) as compared to other funds or Advisory Accounts. In such cases, such other funds or Advisory Accounts may not have access to such strategy or type of investment, or may have more limited access than would otherwise be the case. For example, access to such strategies or types of investments may only be available to certain Advisory Account clients through an investment in a Primary Vehicle, which investment would result in additional management fees and/or performance-based compensation payable to GSAM LP. In addition, other Accounts (including Accounts in which Goldman Sachs and personnel of Goldman Sachs have an interest) participate (through GSAM LP or through other areas of Goldman Sachs) in investment opportunities that would be appropriate for such funds or Advisory Accounts. Participation by such Accounts in such transactions may reduce or eliminate the availability of investment opportunities to, or otherwise adversely affect, Advisory Accounts. Furthermore, in cases in which one or more funds or other advisory accounts are intended to be GSAM

LP’s primary investment vehicles focused on, or receive priority with respect to, a particular trading strategy or type of investment, such funds or other advisory accounts have specific policies or guidelines with respect to Advisory Accounts, other Accounts or other persons receiving the opportunity to invest alongside such funds or other advisory accounts with respect to one or more investments (“Co-Investment Opportunities”). As a result, certain Advisory Accounts, other Accounts or other persons will receive allocations to, or rights to invest in, Co-Investment Opportunities that are not available generally to other Advisory Accounts. Further, GS&Co., or its affiliates, under limited circumstances, use model portfolios and research or research lists, including those provided by GSAM LP or third parties, when managing Advisory Accounts. Certain Advisory Accounts have the opportunity to evaluate or act upon recommendations (including recommendations in model portfolios) before other Advisory Accounts, including those advised by the same adviser providing the recommendations and other personnel may have already begun to trade based upon the recommendations. As a result, trades ultimately placed on behalf of Advisory Accounts based upon such recommendations are subject to price movements, particularly with orders that are large in relation to the security’s trading volume. In these circumstances, it should be expected that Advisory Accounts that act on recommendations later will receive less favorable prices than were obtained for other accounts. This could occur because of time zone differences or other reasons that cause orders to be placed at different times. In addition, model portfolios available through GS&Co. affiliates might not be available through GS&Co., and vice versa, and might experience different performance than other model portfolios. See Differing Advice and Competing Interests, above. See also Item 12, Aggregation of Orders for information regarding the allocation of securities or proceeds relating to orders that are executed on an aggregated basis. From time to time, some or all Advisory Accounts are offered investment opportunities that are made available through Goldman Sachs businesses outside of PWM, including, for example, interests in real estate and other private investments. In this regard, a conflict of interest will exist to the extent that Goldman Sachs controls or otherwise influences the terms and pricing of such investments and/or receives fees or other benefits in connection therewith. Please see Goldman Sachs Acting in Multiple Commercial Capacities, above. Goldman Sachs businesses outside of PWM are under no general or other obligation or duty to provide investment opportunities to any Advisory Accounts, and generally are not expected to do so. Further, opportunities sourced by particular Portfolio Management Teams within GS&Co. may not be allocated to Advisory Accounts managed by such teams or by other teams. It should be expected that opportunities not allocated (or not fully allocated) to Advisory Accounts will be undertaken by Goldman Sachs, including for Accounts, or made available to other Accounts or third parties. See Differing Advice and Competing Interests, above. Even in the case of an opportunity received by an Advisory Account pursuant to contractual requirements, GS&Co. may decide in its discretion that the Advisory Account will not participate in such opportunity for portfolio construction reasons, due to the terms of such Advisory Account, or because GS&Co. determines that participation would not be appropriate for such Advisory Account for other reasons, in which case GS&Co. may allocate such opportunity to another Advisory Account. Principal Trading and Cross/Agency Cross Transactions with Advisory Accounts When permitted by applicable law and GS&Co. policy, GS&Co., acting on behalf of its Advisory Accounts (for example, those employing taxable fixed income, municipal bond fixed income and structured investment strategies), may (but is under no obligation or duty to) enter into transactions in securities and other instruments with or through Goldman Sachs or in Affiliated Products, and cause Advisory Accounts to engage in principal transactions, cross transactions and agency cross transactions. A principal transaction occurs when GS&Co., on behalf of an Advisory Account, engages in a transaction in securities or other instruments with Goldman Sachs or in Affiliated Products acting as principal. In certain cases, Goldman Sachs earns compensation (such as a spread or mark-up) in connection with these transactions. Cross transactions occur if GS&Co. causes an Advisory Account to buy securities or other instruments from, or sell securities or other instruments to, another Advisory Account or an advisory client Account of

a Goldman Sachs affiliate. An agency cross transaction occurs when Goldman Sachs acts as broker for an Advisory Account on one side of the transaction and a brokerage account or another Advisory Account on the other side of the transaction in connection with the purchase or sale of securities by the Advisory Account. Goldman Sachs receives a commission from such agency cross transactions. There are potential conflicts of interest, regulatory considerations or restrictions identified in GS&Co.’s internal polices relating to these transactions which could limit GS&Co.’s determination and/or ability to engage in these transactions for Advisory Accounts. In certain circumstances such as when Goldman Sachs is the only or one of a few participants in a particular market or is one of the largest such participants, such limitations will eliminate or reduce the availability of certain investment opportunities to Advisory Accounts or impact the price or terms on which transactions relating to such investment opportunities may be effected. In certain circumstances, Goldman Sachs will, to the extent permitted by applicable law, purchase or sell securities on behalf of an Advisory Account as a “riskless principal”. For instance, Goldman Sachs may purchase securities from a third party with the knowledge that an Advisory Account is interested in purchasing those securities and immediately sell the purchased securities to such Advisory Account. In addition, in certain instances, an Advisory Account may request that Goldman Sachs purchase a security as a principal and issue a participation or similar interest to the Advisory Account in order to comply with applicable local regulatory requirements. Goldman Sachs also serves as clearing agent for other Goldman Sachs clients that act as counterparty to trades for Advisory Accounts, and Goldman Sachs will earn a fee for these clearing services. See Goldman Sachs Acting in Multiple Commercial Capacities, above. Goldman Sachs will have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions, including with respect to a decision to enter into such transactions as well as with respect to valuation, pricing and other terms. GS&Co. has adopted policies and procedures in relation to such transactions and conflicts. However, there can be no assurance that such transactions will be effected or that such transactions will be effected in the manner that is most favorable to an Advisory Account that is a party to any such transactions. Cross transactions may disproportionately benefit some Advisory Accounts relative to other Advisory Accounts due to the relative amount of market savings obtained by the Advisory Accounts, and cross transactions may be effected at different prices for different Advisory Accounts due to differing legal and/or regulatory requirements applicable to such Advisory Accounts. Principal, cross or agency cross transactions are effected in accordance with fiduciary requirements and applicable law (which include providing disclosure and obtaining client consent, where required). Performance may differ for clients who do not consent to principal trades. Clients may revoke consent to agency cross transactions at any time by written notice to GS&Co., and any such revocation will be effective once GS&Co. has received and has had reasonable time to act on it. Affiliated Products / External Products GS&Co. makes available a range of investment products, including both Affiliated Products and External Products. There may be, however, certain asset classes for which no External Products are made available. The decision to offer Affiliated Products or External Products is affected by a variety of factors, including but not limited to the availability of managers or number of managers GS&Co. considers that offer particular strategies, products’ investment objectives and performance track records, products’ capacity to accept new clients, investor concentration, product terms (including investment minimums, management fees, and expenses), access to portfolio managers as well as advisory personnel for discussion with clients, and the specialized nature of the products or strategies. The universe of products that are made available to Advisory Accounts (including those Advisory Accounts that invest in Multi-Asset Class or Customized Multi-Asset Class Portfolios) could be limited, including, for example, (i) because one or more External Products have not been reviewed or approved for investment; (ii) as a result of internal informational barriers that restrict access to certain information regarding Affiliated Products, as described below; or (iii) for administrative, practical or other considerations. As a result, there likely will be one or more products that could have otherwise been selected or recommended for an

Advisory Account but for such limitations, and such other products may be more appropriate or have superior historical returns than the investment product selected or recommended for the Advisory Account. In determining which External Products to review for inclusion on the Goldman Sachs platform, Goldman Sachs sources managers and/or investment opportunities in a variety of ways, including, for example, by reviewing databases and inbound inquiries from managers, and/or by leveraging relationships that such managers or other clients already have with other parts of Goldman Sachs’ businesses. Such relationships give rise to a conflict of interest, as Goldman Sachs is incentivized to select managers from whom Goldman Sachs receives fees or other benefits, including the opportunity for business development and the additional revenue that results therefrom. In addition, where Goldman Sachs is compensated more by one manager over another, it is incentivized to choose the higher paying manager. Different parts of Goldman Sachs source managers and investment opportunities in different ways and based on different considerations. See Goldman Sachs Acting in Multiple Commercial Capacities, above. Before making Affiliated Products or External Products available on the Goldman Sachs platform, various teams within Goldman Sachs review such products and, in doing so, consider certain factors, including the operational and reputational risks relating to such products. The focus of certain reviews and the teams conducting such reviews, however, differ depending on whether the product is an Affiliated Product or an External Product. In addition, different teams review or screen such products in different ways. With respect to External Products, certain External Products are reviewed by XIG, while other External Products are reviewed by other teams within Goldman Sachs. In this regard, XIG reviews External Products that it sources or that are sourced elsewhere in Goldman Sachs but intended to be offered to or placed with GS&Co. clients. External Products that are sourced by other groups within Goldman Sachs and that are intended to be placed with GS&Co.’s Investment Banking clients or FICC and Equities clients would be reviewed by such other sourcing group(s) within Goldman Sachs, but generally not by XIG. With respect to External Products reviewed by XIG, such products undergo a due diligence review designed to assess the investment merits of each product, which includes a review of the quality of the managers and the likelihood of producing appropriate investment results over the long term. Applicable investment and operational due diligence committees determine which External Products are available for investment. Although XIG reviews the performance history of External Products, none of GS&Co., XIG, or any third-party calculates or audits the information for accuracy, verifies the appropriateness of the methodology on which the performance is calculated or verifies whether the performance complies with Global Investment Performance Standards or any other standard for performance calculation. The methods for calculating performance and forming composites can differ among External Products and performance information generally is not calculated on a uniform and consistent basis. Past performance is not indicative of future results and, as such, prospective clients should not rely solely on External Product performance information when making an investment decision. XIG periodically reviews the External Products through interactions with Unaffiliated Managers designed to help understand the evolution of their views. XIG uses a different process to evaluate ETFs and certain third-party mutual funds, applying quantitative screens that assess specific factors, including tracking error, total assets, expense ratio, length of track record and other factors (which may be adjusted periodically). XIG will not review the entire universe of External Products that may be otherwise appropriate for Goldman Sachs’ platform. In addition, XIG might not consider any External Product for certain asset classes if an Affiliated Product is available; as a result, there might be no External Products available for certain asset classes on the Goldman Sachs platform. External Products that were not reviewed or approved by XIG could have been more appropriate for a particular Advisory Account or may have had superior historical returns than the products otherwise made available. Advisory Personnel utilize different processes for the selection of Affiliated Products and External Products for inclusion on an investment platform. The selection process for Affiliated Products is implemented primarily through a product development process by teams within Goldman Sachs other than XIG. Because such teams are familiar with and subject to the framework of Goldman Sachs’ operational infrastructure and internal controls, they are likely, depending on the investment product, to generally focus more on the specifics of the investment product in developing such product. As further described below, in determining potential investment products for a particular Advisory Account, Advisory Personnel

select or recommend an Affiliated Product that they may not have otherwise selected or recommended had the same review process applicable to External Products been utilized for the Affiliated Product. See also Item 8, Risks Associated with Investments in Affiliated Products. After investment products have been approved for offering by GS&Co., Advisory Personnel determine which products to select or recommend to clients. When considering potential investment products for a particular Advisory Account, Advisory Personnel give different weights to different factors depending on the nature of the client and on whether their review is for an Affiliated Product or for an External Product. Such factors include quantitative considerations (such as the investment product’s returns and performance consistency over specified time periods) and qualitative considerations (such as the investment product’s investment objective and process), which are inherently subjective and include a wide variety of factors. Advisory Personnel generally consider, for example, without limitation: (i) product-related factors, such as track record, index comparisons, risk and return assumptions; (ii) the Advisory Personnel’s experience and familiarity with particular potential investment products, and, if applicable, the investment management teams managing such investment products or their organizations; (iii) client-driven factors, such as the client’s investment objective, the effect on the client’s portfolio diversification objectives, consistency with the client’s asset allocation mode and investment program, and the projected timing of implementation; and (iv) other factors, such as capacity constraints and minimum investment requirements. It should be expected that consideration of such factors will not be applied consistently over time or by particular Advisory Personnel across all Accounts or across different products and may play a greater role in the review of certain strategies or products while others play no role at all, and the factors are subject to change from time to time. See also Differing Advice and Competing Interests, above. Advisory Personnel may consider qualitative and subjective factors to a greater extent than quantitative factors when they review an Affiliated Product as compared to an External Product. In such instances, Affiliated Products and External Products will not be subject to the same review of quantitative and qualitative characteristics. Accordingly, such Advisory Personnel may recommend or select an Affiliated Product over an External Product and, in some cases, the Affiliated Product that was recommended or selected will not perform as well as the External Product that would have been recommended or selected had the more quantitative review been applied to both Affiliated Products and External Products. Other factors affect the review of potential investment products by Advisory Personnel. For example, when Advisory Personnel review Affiliated Products, they may be restricted from obtaining information they might otherwise request with respect to such Affiliated Products and their sponsors, managers, or advisers as a result of internal informational barriers. When Advisory Personnel do not have access to certain information with respect to an investment product, they may determine not to consider such investment product for an Advisory Account, or, conversely, Advisory Personnel may select an investment product for the Advisory Account notwithstanding that certain material information is unavailable to the Advisory Personnel, each of which could adversely affect the Advisory Account (e.g., such Affiliated Product could significantly decline in value, resulting in substantial losses to the Advisory Account). For more information, see Considerations Relating to Information Held by Goldman Sachs, below. It should be expected that Advisory Personnel will not review the entire universe of External Products that are appropriate for an Advisory Account. As a result, there could be one or more External Products that would be a more appropriate addition to the Advisory Account than the investment product selected by Advisory Personnel. Such External Products may outperform the investment product selected for the Advisory Account. The availability of Affiliated Products versus External Products gives rise to additional conflicts of interest. Generally, Goldman Sachs receives higher fees, compensation and other benefits, and Advisory Personnel receive higher compensation, when assets of Advisory Accounts are allocated to Affiliated Products rather than External Products. GS&Co., therefore, is incentivized to allocate Advisory Account assets to Affiliated Products, rather than to External Products. Similarly, GS&Co. is disincentivized to consider or recommend the removal of an Advisory Account’s assets from, or the modification of an Advisory Account’s allocations to, an Affiliated Product at a time that it otherwise would have where doing so would decrease the fees, compensation and other benefits to Goldman Sachs, including where disposal

of such Affiliated Product by the Advisory Account would likely adversely affect the Affiliated Product with respect to its liquidity position or otherwise. Moreover, GS&Co. has an interest in allocating or recommending the assets of Advisory Accounts to Affiliated Products that impose higher fees than those imposed by other Affiliated Products or that provide other benefits to Goldman Sachs. Any differential in compensation paid to Personnel in connection with certain Affiliated Products rather than other Affiliated Products creates a financial incentive on the part of GS&Co. to select or recommend certain Affiliated Products over other Affiliated Products. For information regarding fees and compensation, see Item 5 – Fees and Compensation. From time to time, the activities of Affiliated Products may be restricted because of regulatory or other requirements applicable to Goldman Sachs and/or its internal policies designed to comply with, limit the applicability of, or otherwise relate to such requirements. External Products may or may not be subject to the same or similar restrictions or requirements, and as a result may outperform Affiliated Products. From time to time, Goldman Sachs (including GS&Co.) provides opportunities to Advisory Accounts to make investments in Affiliated Products in which certain Advisory Accounts have already invested. Such follow-on investments can create conflicts of interest, such as the determination of the terms of the new investment and the allocation of such opportunities among Advisory Accounts. Follow-on investment opportunities may be available to clients with no existing investment in the Affiliated Product, resulting in the assets of an Advisory Account potentially providing value to, or otherwise supporting the investments of, other Advisory Accounts. Advisory Accounts may also participate in re-leveraging, recapitalization and similar transactions involving Affiliated Products in which other Advisory Accounts have invested or will invest. Conflicts of interest in these and other transactions arise between Advisory Accounts with existing investments in an Affiliated Product or Advisory Accounts liquidating their investment in the Affiliated Product, on the one hand, and Advisory Accounts making subsequent investments in the Affiliated Product, on the other hand, which have opposing interests regarding pricing and other terms. In addition, the subsequent investments may dilute or otherwise adversely affect the interests of the previously invested Advisory Accounts. The conflicts described in this paragraph apply equally to investments in External Products. See Differing Advice and Competing Interests and Allocation of Investment Opportunities, above. Goldman Sachs (including GS&Co.) creates, writes, sells, issues, invests in or acts as placement agent or distributor of derivative instruments related to Affiliated Products such as pooled investment vehicles, or with respect to underlying securities or assets of Affiliated Products, or which are otherwise based on, or seek to replicate or hedge, the performance of Affiliated Products. Such derivative transactions, and any associated hedging activity, may differ from, and be adverse to the interests of Advisory Accounts. For example, derivative transactions could represent leveraged investments in an investment fund in which Advisory Accounts have an interest, and the leveraged characteristics of such investments could make it more likely, due to events of default or otherwise, that there would be significant redemptions of interests from such underlying fund more quickly than might otherwise be the case. Goldman Sachs, acting in commercial capacities in connection with such derivative transactions, may in fact cause such a redemption. Activities in respect of derivative transactions, and any associated hedging activity, may occur as a result of Goldman Sachs’ adjustment in assessment of an investment or an Affiliated Manager or Unaffiliated Manager based on various considerations, and Goldman Sachs will not be under any obligation or other duty to provide notice to Advisory Accounts in respect of any such adjustment in assessment. See Differing Advice and Competing Interests, above. See also Item 8, Options Risk. Subject to applicable law, Goldman Sachs (including GS&Co.) or its clients (including Advisory Accounts and Accounts formed to facilitate investment by Personnel) may invest in or alongside particular Advisory Accounts that are invested in Affiliated Products. These investments generally will be on terms more favorable than those of an investment by Advisory Accounts in such Affiliated Products and may constitute a substantial percentage of the assets of such Affiliated Products, resulting in particular Advisory Accounts being allocated a smaller share of the investment than would be the case absent the side-by-side investment. Unless provided otherwise by agreement to the contrary, Goldman Sachs, its Personnel and its clients may redeem or withdraw interests in these Affiliated Products at any time without notice or regard to the effect on the portfolios of Advisory Accounts invested in the Affiliated Product and adversely affect such Advisory Accounts. Substantial requests for redemption or withdrawal by Goldman Sachs in a

concentrated period of time could require an Affiliated Product to liquidate certain of its investments more rapidly than otherwise desirable in order to raise cash to fund the redemptions or withdrawals, adversely affecting the Affiliated Product and its investors, including Advisory Accounts. See Differing Advice and Competing Interests, above, and Firm Policies, Regulatory Restrictions and Certain Other Factors Affecting Advisory Accounts, below. It should be expected that the various types of investors in and beneficiaries of Affiliated Products, including Goldman Sachs and its affiliates, will have conflicting investment, tax and other interests with respect to their interest in the Affiliated Products. When considering a potential investment for an Affiliated Product, Goldman Sachs will generally consider the investment objectives of the Affiliated Product, not the investment objectives of any particular investor or beneficiary. Goldman Sachs makes decisions, including with respect to tax matters, from time to time that will be more beneficial to one type of investor or beneficiary than another, or to GS&Co. and its affiliates than to investors or beneficiaries unaffiliated with GS&Co. In addition, Goldman Sachs faces certain tax risks based on positions taken by an Affiliated Product, including as a withholding agent. Goldman Sachs reserves the right on behalf of itself and its affiliates to take actions adverse to the Affiliated Product or other Accounts in these circumstances, including withholding amounts to cover actual or potential tax liabilities. Failure to provide the necessary tax forms could result in overwithholding, requiring Advisory Account clients to reclaim excess amounts withheld. See Differing Advice and Competing Interests, above. Investments in and Advice Regarding Different Parts of an Issuer’s Capital Structure In some cases, Goldman Sachs or its clients (including Advisory Accounts), on the one hand, and a particular Advisory Account, on the other hand, invest in or extend credit to the same issuer, but in different parts of the capital structure. As a result, Goldman Sachs or its clients may take actions that adversely affect the particular Advisory Account. In addition, in some cases, Goldman Sachs (including PWM) advises clients with respect to part of the capital structure of an issuer where a particular Advisory Account has an investment in different classes of securities of such issuer that are subordinate or senior to the securities with respect to which Goldman Sachs is providing advice. Goldman Sachs is able to pursue rights, provide advice or engage in other activities, or refrain from pursuing rights, providing advice or engaging in other activities, on behalf of itself or its clients with respect to an issuer in which a particular Advisory Account has invested, and such actions (or inaction) may have an adverse effect on such Advisory Account. See Goldman Sachs Acting in Multiple Commercial Capacities, above. For example, in the event that Goldman Sachs or an Account holds loans, securities or other positions in the capital structure of an issuer that rank senior in preference to the holdings of a particular Advisory Account in the same issuer, and the issuer experiences financial or operational challenges, Goldman Sachs (acting on behalf of itself or the Account) may seek a liquidation, reorganization or restructuring of the issuer, or terms in connection with the foregoing, that could have an adverse effect or otherwise conflict with the interests of the particular Advisory Account’s holdings in the issuer. In determining its course of action, Goldman Sachs will not consider the interests of the particular Advisory Account. Goldman Sachs may determine to seek a liquidation, reorganization or restructuring that causes a particular Advisory Account’s holdings in the issuer to be extinguished or substantially diluted, while Goldman Sachs (including GS&Co.) or an Account may receive a recovery of some or all of the amounts due to them. In addition, in connection with any lending arrangements involving the issuer in which Goldman Sachs (including GS&Co.) or an Account participates, Goldman Sachs (including GS&Co.) or the Account may seek to exercise its rights under the applicable loan agreement or other document in a manner detrimental to the particular Advisory Account. Alternatively, in situations in which an Advisory Account holds a more senior position in the capital structure of an issuer experiencing financial or other challenges as compared to positions held by other Accounts (including those of Goldman Sachs), Goldman Sachs (including GS&Co.) may determine not to pursue actions and remedies available to the Advisory Account or not to enforce particular terms that might be unfavorable to the Accounts holding the less senior position. In addition, in the event that Goldman Sachs or the Accounts hold voting securities of an issuer in which a particular Advisory Account holds loans, bonds or other credit-related assets or securities, Goldman Sachs or the Accounts may vote on certain matters in a manner that has an adverse effect on the positions held by the Advisory Account. Conversely, Advisory Accounts may hold voting securities or credit-related assets of an issuer in which Goldman Sachs

or Accounts hold credit-related assets or securities, and Goldman Sachs (including GS&Co.) may determine on behalf of the Advisory Accounts not to vote in a manner adverse to Goldman Sachs or the Accounts (including by abstaining from the relevant vote or voting in line with other similarly situated investors). Finally, Goldman Sachs has certain relationships and other business dealings with issuers, other holders of credit-related assets or securities of such issuers, or other transaction participants that cause Goldman Sachs to pursue an action or engage in a transaction that has an adverse effect on the positions held by the Advisory Account. These potential issues are examples of conflicts that Goldman Sachs will face in situations in which Advisory Accounts, and Goldman Sachs or other Accounts, invest in or extend credit to different parts of the capital structure of a single issuer or related issuers. Similar conflicts can arise among Accounts (which includes proprietary accounts of Goldman Sachs and Advisory Accounts) in other contexts. For example, one Account could own equity in a portfolio company and another Account (including Goldman Sachs) could hold debt obligations issued by the portfolio company. Alternatively, a capital structure could involve multiple entities with Accounts holding interests in different entities and with different seniority. By way of example, one Account could hold debt issued by a parent entity and another Account could hold debt issued by a subsidiary entity. An Advisory Account that holds debt issued by the parent entity is structurally subordinated to the debt issued by the subsidiary entity with respect to the assets of the subsidiary entity. Related conflicts also occur where there is debt issued to an Account by a part owner of an entity and equity in that entity is owned by a different Account. When Accounts hold interests of differing seniority levels in a capital structure, their interests will diverge in certain situations, particularly in the event of financial distress for the company. Goldman Sachs has adopted procedures to address such conflicts, and addresses these issues based on the circumstances of particular situations. For example, Goldman Sachs relies on information barriers between different Goldman Sachs business units or Portfolio Management Teams. In addition, Goldman Sachs in some circumstances relies on the actions of similarly situated holders of loans or securities rather than, or in connection with, taking such actions itself on behalf of the Advisory Account. As a result of the various conflicts and related issues described above and the fact that conflicts will not necessarily be resolved in favor of the interests of particular Advisory Accounts, Advisory Accounts could sustain losses during periods in which Goldman Sachs and other Accounts (including Advisory Accounts) achieve profits generally or with respect to particular holdings in the same issuer, or could achieve lower profits or higher losses than would have been the case had the conflicts described above not existed. It should be expected that the negative effects described above will be more pronounced in connection with transactions in, or Advisory Accounts using, small capitalization, emerging market, distressed or less liquid strategies. Valuation GS&Co. performs certain valuation services related to securities and assets in Advisory Accounts according to its valuation policies and may value an identical asset differently than another entity, segment or unit within Goldman Sachs, or differently than another Account or Advisory Account, values the asset, including because such other entity, segment or unit has information or uses valuation techniques and models that it does not share with, or that are different than those of GS&Co. This is particularly the case in respect of difficult-to-value assets. GS&Co. may also value an identical asset differently in different Advisory Accounts, including because different Advisory Accounts are subject to different valuation guidelines pursuant to their respective governing agreements. In addition, there may be significant differences in the treatment of the same asset by GS&Co., on the one hand, other entities, segments or units of Goldman Sachs, on the other hand, and/or among Advisory Accounts (e.g., with respect to an asset that is a loan, there can be differences when it is determined that such loan is deemed to be on non-accrual status or in default). Differences in valuation should also be expected where different third-party vendors are hired to perform valuation functions for the Advisory Accounts, or the Advisory Accounts are managed or advised by different Portfolio Management Teams within Goldman Sachs that employ different valuation policies or procedures or otherwise.

This is particularly the case with difficult-to-value assets. PWM faces a conflict with respect to valuations generally because of their effect on GS&Co.’s fees and other compensation. In addition, to the extent PWM utilizes third-party vendors to perform certain valuation functions, these vendors have interests and incentives that differ from those of the Advisory Accounts. Goldman Sachs May In-Source or Outsource Subject to applicable law, Goldman Sachs, including GS&Co., may from time to time and without notice to clients, including Advisory Accounts, in-source or outsource certain processes or functions in connection with a variety of services that it provides to a client or an Advisory Account in its administrative or other capacities. Depending upon the nature of the services and subject to the governing documents of the client relationship or Advisory Account, fees associated with in-sourced or outsourced services will be borne by the client, an Advisory Account, or by GS&Co. Such in-sourcing or outsourcing may give rise to additional conflicts of interest. For example, GS&Co. will have an incentive to outsource services for which costs are borne by Advisory Accounts because such outsourcing would reduce GS&Co.’s internal overhead and compensation costs for employees who would otherwise perform such services in-house. Firm Policies, Regulatory Restrictions and Certain Other Factors Affecting Advisory Accounts Goldman Sachs restricts its investment decisions and activities on behalf of an Advisory Account in various circumstances, including as a result of applicable regulatory requirements, information held by Goldman Sachs, as more fully described below. Goldman Sachs’ roles in connection with other clients and in the capital markets (including in connection with advice it gives to such clients or commercial arrangements or transactions that are undertaken by such clients or by Goldman Sachs), Goldman Sachs’ internal policies and/or potential reputational risk in connection with Accounts (including Advisory Accounts). In certain cases, GS&Co. will not engage in transactions or other activities for, enforce certain rights in favor of, or recommend transactions or activities to, an Advisory Account or can reduce an Advisory Account’s position in an investment with limited availability to create availability for another Advisory Account managed in the same strategy, in consideration of Goldman Sachs’ activities outside the Advisory Account and regulatory requirements, policies and reputational risk assessments. For example, such limitations may exist if a position or transaction could require a filing or a license or other regulatory or corporate consent, which could, among other things, result in additional costs and disclosure obligations for, or impose regulatory restrictions on, Goldman Sachs (including GS&Co.) or on other Advisory Accounts, or where exceeding a threshold is prohibited or results in regulatory or other restrictions. In certain cases, restrictions and limitations will be applied to avoid approaching such threshold. Circumstances in which such restrictions or limitations arise include, without limitation: (i) a prohibition against owning more than a certain percentage of an issuer’s securities; (ii) a “poison pill” that has a dilutive impact on the holdings of the Accounts should a threshold be exceeded; (iii) provisions that cause Goldman Sachs to be considered an “interested stockholder” of an issuer; (iv) provisions that cause Goldman Sachs to be considered an “affiliate” or “control person” of the issuer; and (v) the imposition by an issuer (through charter amendment, contract or otherwise) or governmental, regulatory or self-regulatory organization (through law, rule, regulation, interpretation or other guidance) of other restrictions or limitations. In addition, due to regulatory restrictions (including ERISA), certain Advisory Accounts are prohibited from trading with or through Goldman Sachs, from engaging Goldman Sachs as a service provider or from purchasing investments issued or managed by Goldman Sachs. When faced with the foregoing limitations, Goldman Sachs will generally avoid exceeding the threshold because doing so could have an adverse impact on the ability of Goldman Sachs to conduct business activities. Goldman Sachs may also reduce a particular Advisory Account’s interest in, or restrict certain Advisory Accounts from participating in an investment opportunity that has limited availability or where Goldman Sachs has determined to cap its aggregate investment in consideration of certain regulatory or other requirements so that other Advisory Accounts that pursue similar investment strategies are able to acquire an interest in the investment opportunity. In some cases, Goldman Sachs determines not to engage in certain transactions or activities beneficial to Advisory Accounts because of reputational considerations or because engaging in such transactions or activities in compliance with applicable law would result in

significant cost to, or administrative burden on, Goldman Sachs (including GS&Co.) or create the potential risk of trade or other errors. Goldman Sachs generally is not permitted to use material non-public information in effecting purchases and sales in transactions for Advisory Accounts that involve public securities. GS&Co. may limit an activity or transaction (such as a purchase or sale transaction or a subscription to or redemption from an underlying fund) which might otherwise be engaged in on behalf of a particular Advisory Account, including as a result of information held by Goldman Sachs (including GS&Co. or GS&Co. Personnel). For example, directors, officers and employees of Goldman Sachs may take seats on the boards of directors of, or have board of directors observer rights with respect to, companies in which Goldman Sachs invests on behalf of Advisory Accounts. To the extent a director, officer or employee of Goldman Sachs were to take a seat on the board of directors of, or have board of directors observer rights with respect to, a public company, Goldman Sachs (including GS&Co. and GSAM LP or certain of their investment teams) may be limited and/or restricted in its or their ability to trade in the securities of the company. In addition, any such director, officer or employee of Goldman Sachs that is a member of the board of directors of a portfolio company in which Goldman Sachs invests on behalf of Advisory Accounts may have duties to the portfolio company in his or her capacity as a director that conflict with Goldman Sachs’s duties to Advisory Accounts, and may act in a manner that disadvantages or otherwise harms Advisory Accounts and/or benefits the portfolio company and/or Goldman Sachs. In addition, GS&Co. may, in its sole discretion, determine to limit the information it receives in respect of an investment opportunity to avoid receiving material non-public information. As a result, other investors may be in possession of information in respect of investments, which, if known to GS&Co., might cause GS&Co. to not make such investment, to seek to dispose of, retain or increase interests in such investments, or take other actions. Any decision by GS&Co. to limit access to such information may be disadvantageous to an Advisory Account. Different areas of Goldman Sachs come into possession of material non-public information regarding an issuer of securities held by an Advisory Account or an investment fund in which such Advisory Account invests. In the absence of information barriers between such different areas of Goldman Sachs or under certain other circumstances, an Advisory Account will be prohibited, including by internal policies, from redeeming from or otherwise disposing of such security or such investment fund interest during the period such material non-public information is held by such other part of Goldman Sachs, which period may be substantial. As a result, the Advisory Account may not be permitted to redeem from an investment fund in whole or in part during periods when it otherwise would have been able to do so, which could adversely affect the Advisory Account. Other investors in the investment fund that are not subject to such restrictions may be able to redeem from the investment fund during such periods. In addition, PWM clients may partially or fully fund a new Advisory Account with in-kind securities in which PWM is restricted. The list of restricted in-kind securities is subject to change over time and without notice. In such circumstances, PWM will generally sell any such securities at the next available trading window, subject to operational and technological limitations (unless such securities are subject to another express arrangement), requiring such Advisory Accounts to dispose of investments at an earlier date and/or at a less favorable price than would otherwise have been the case had PWM not been so restricted. Advisory Accounts will be responsible for all tax liabilities that result from any such sale transactions. Goldman Sachs operates a program reasonably designed to ensure compliance generally with economic and trade sanctions-related obligations applicable directly to its activities (although such obligations are not necessarily the same obligations to which an Advisory Account is subject). Such economic and trade sanctions prohibit, among other things, transactions with and the provision of services to, directly or indirectly, certain countries, territories, entities and individuals. It should be expected that these economic and trade sanctions, if applicable, and the application by Goldman Sachs of its compliance program in respect thereof, will restrict or limit an Advisory Account’s investment activities, potentially requiring GS&Co. to cause an Advisory Account to sell its position in a particular investment at an inopportune time and/or when GS&Co. would otherwise not have done so, or to hold its position in a particular investment even though doing so could have an adverse effect on the Advisory Account.

In order to engage in certain transactions on behalf of Advisory Accounts, GS&Co. will be subject to (or cause Advisory Accounts to become subject to) the rules, terms and/or conditions of any venues through which it trades securities, derivatives or other instruments. This includes, but is not limited to, where GS&Co. and/or the Advisory Accounts are required to comply with the rules of certain exchanges, execution platforms, trading facilities, clearinghouses and other venues, or are required to consent to the jurisdiction of any such venues. The rules, terms and/or conditions of any such venue often result in GS&Co. and/or the Advisory Accounts being subject to, among other things, margin requirements, additional fees and other charges, disciplinary procedures, reporting and recordkeeping, position limits and other restrictions on trading, settlement risks and other related conditions on trading set out by such venues. From time to time, an Advisory Account, GS&Co. or its affiliates and/or their service providers or agents are required, or determine that it is advisable, to disclose certain information about an Advisory Account, including, but not limited to, investments held by the Advisory Account, and the names and percentage interest of beneficial owners thereof, to third parties, including advisers, local governmental authorities, regulatory organizations, taxing authorities, markets, exchanges, clearing facilities, custodians, brokers and trading counterparties of, or service providers to, GS&Co., advisers or underlying funds or the Advisory Account. GS&Co. will comply with requests to disclose such information as it so determines, including through electronic delivery platforms. In some instances, GS&Co. will cause the sale of certain assets for the Advisory Account at a time that is inopportune from a pricing or other standpoint. In addition, Goldman Sachs may provide third parties with aggregated data regarding the activities of, or certain performance or other metrics associated with, the Advisory Accounts it manages, and Goldman Sachs will generally receive compensation from such third parties for providing them such information. GS&Co. can determine to limit or not engage at all in transactions and activities on behalf of Advisory Accounts for reputational, legal or other reasons. Examples of when such determinations may be made include, but are not limited to, (i) where Goldman Sachs is providing (or may provide) advice or services to an entity involved in such activity or transaction, (ii) where Goldman Sachs or an Account is or may be engaged in the same or a related activity or transaction to that being considered on behalf of the Advisory Account, (iii) where Goldman Sachs or another Account has an interest in an entity involved in such activity or transaction, (iv) where there are political, public relations, or other reputational considerations relating to counterparties or other participants in such activity or transaction or (v) where such activity or transaction on behalf of or with respect to the Advisory Account could affect in tangible or intangible ways Goldman Sachs, an Account or their activities. See Goldman Sachs Acting in Multiple Commercial Capacities, above. Considerations Relating to Information Held by Goldman Sachs Goldman Sachs has established certain information barriers and other policies designed to address the sharing of information between different businesses within Goldman Sachs and within GS&Co. As a result of information barriers, PWM generally does not have access, or has limited access, to certain information and Personnel, including senior personnel, in other areas of Goldman Sachs relating to business transactions for clients (including transactions in investing, banking, prime brokerage and certain other areas), and generally will not manage the Advisory Accounts with the benefit of information held by these other areas. Conversely, these other areas of Goldman Sachs generally do not have access, or have limited access, to certain information and Personnel, including senior personnel, in PWM, and generally will not manage their client accounts with the benefit of information held by PWM. Goldman Sachs, due to its access to, and knowledge of, funds, markets and securities based on its prime brokerage and other businesses, will from time to time make decisions based on information or take (or refrain from taking) actions with respect to interests in investments of the kind held (directly or indirectly) by Advisory Accounts in a manner that is adverse to Advisory Accounts, and Goldman Sachs will not have any obligation or other duty to share information with PWM. In limited circumstances, including for purposes of managing business and reputational risk, and subject to policies and procedures, Personnel on one side of an information barrier may have access to information and Personnel on the other side of the information barrier through “wall crossings.” PWM faces conflicts of interest in determining whether to engage in such wall crossings. In addition, Goldman Sachs or PWM may determine to move certain Personnel, businesses, or business units from one side of an information barrier

to the other side of the information barrier. In connection therewith, Goldman Sachs Personnel, businesses, and business units that are moved will no longer have access to the Personnel, businesses and business units on the side of the information barrier from which they were moved. Information obtained in connection with wall crossings and changes to information barriers may limit or restrict the ability of PWM to engage in or otherwise effect transactions on behalf of Advisory Accounts (including purchasing or selling securities that PWM may otherwise have purchased or sold for an Advisory Account). There may also be circumstances in which, as a result of information held by certain Portfolio Management Teams in PWM, PWM limits an activity or transaction for Advisory Accounts, including Advisory Accounts managed by Portfolio Management Teams other than the team holding such information. See Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Accounts—Differing Advice and Competing Interests and 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, regardless of the existence of information barriers, Goldman Sachs will not have any obligation or other duty to make available for the benefit of advisory clients or Advisory Accounts any information regarding its trading activities, strategies or views, or the activities, strategies or views used for other Accounts. From time to time different areas of PWM and Goldman Sachs will take views, and make decisions or recommendations, that are different than other areas of PWM and Goldman Sachs. Furthermore, to the extent that Advisory Personnel have access to fundamental analysis and proprietary technical models or other information developed by Goldman Sachs and its Personnel, Advisory Personnel will not be under any obligation or other duty to effect transactions on behalf of the Advisory Accounts in accordance with such analysis. In the event Goldman Sachs elects not to share certain information with Advisory Accounts, such Advisory Accounts may make investment decisions that differ from those they would have made if Goldman Sachs had provided such information and be disadvantaged as a result thereof. Different Advisory Personnel within PWM may make decisions based on information or take (or refrain from taking) actions with respect to Advisory Accounts they advise in a manner different than or adverse to other Advisory Accounts. Such teams do not share information with other Portfolio Management Teams within PWM (or other areas of Goldman Sachs), including as a result of certain information barriers and other policies, and will not have any obligation or other duty to do so. See Differing Advice and Competing Interests, above. Goldman Sachs operates a business known as Prime Services (“Prime Services”), which provides prime brokerage, administrative and other services to clients that from time to time involve investment funds in which Advisory Accounts have an interest or markets and securities in which Advisory Accounts invest. Prime Services and other parts of Goldman Sachs have broad access to information regarding the current status of certain markets, investments and funds and detailed information about fund operators that is not available to PWM. In addition, Goldman Sachs from time to time acts as a prime broker to one or more investment funds in which Advisory Accounts have an interest, in which case Goldman Sachs will have information concerning the investments and transactions of such investment fund that is not available to PWM. As a result of these and other activities, parts of Goldman Sachs will possess information regarding markets, investments, Affiliated Managers, Unaffiliated Managers, and investment funds, which, if known to PWM, might cause PWM to seek to dispose of, retain, or increase interests in investments held by Advisory Accounts; acquire certain positions on behalf of Advisory Accounts; or take other actions.

Goldman Sachs will be under no obligation or other duty to make any such information available to PWM or personnel involved in decision-making for Advisory Accounts. The conflicts described herein with respect to information barriers and otherwise with respect to Goldman Sachs and PWM also apply to Asset & Wealth Management, as well as to the businesses within Asset & Wealth Management including PWM.

Item 12. Brokerage practices

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.

Read the rest of Item 12 (2,004 more words)

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

Accounts are managed by a particular Portfolio Management Team within PWM can be shared with, and used partially or exclusively by, other portfolio management personnel within PWM. Except as required by applicable law, PWM does not attempt to allocate soft dollar benefits proportionately among clients or to track the benefits of brokerage and research services to the commissions associated with a particular Account or group of Accounts.

Item 13. Review of accounts

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.

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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.

Item 14. Client referrals and other compensation

From time to time, GS&Co. makes cash or non-cash payments for testimonials, endorsements, or client referrals to affiliated and unaffiliated persons or entities in accordance with applicable laws. In the case of client referrals, the compensation arrangements generally are either a flat fee calculated and paid on a periodic basis or a fee based on a percentage of the advisory fees paid to GS&Co. by the referred clients and are disclosed to clients. In addition, from time to time, GS&Co. compensates employees of GS&Co. and its affiliates for client referrals consistent with applicable laws. GS&Co.

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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).

Item 15. Custody

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.

Item 16. Investment discretion

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.

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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.

Item 17. Voting client securities

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.

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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.

Item 18. Financial information

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.

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“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.

Other brochures on file

Goldman Sachs & Co. LLC Form ADV, Part 2A - Private Wealth Management, Mar 31, 2026
Goldman Sachs & Co. LLC Form ADV, Part 2A - Managed Account Strategies, Mar 31, 2026

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.

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